The URL can be used to link to this page

04/14/2025Monday, April 14, 2025 1:30 PM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Main Library - Council Chambers Council Work Session Work Session Agenda April 14, 2025Council Work Session Work Session Agenda 1. Call to Order 2. Presentations New Clearwater Airpark Terminal Presentation - Chip Hayward, American Infrastructure Development, Inc. (WSO) 2.1 3. Economic Development and Housing Approve the Third Amendment to Contract for Sale of City-Owned Vacant Land between the City of Clearwater, Habitat for Humanity of Pinellas County, Inc., and Clearwater Neighborhood Housing Services, Inc. for real property located at 1454 South Martin Luther King Jr. Avenue and authorize the appropriate officials to execute same and such requisite documents necessary to effectuate the sale. (consent) 3.1 Approve an amended loan term of 43 years for funding to be provided by the City of Clearwater to SAH Holdings LP for the land acquisition of real property located at 801 Chestnut St. contingent upon the satisfactory outcome of, as determined by the Economic Development and Housing Director, a subsidy analysis, the receipt of a structural evaluation, approval of all funding sources, and a tenant relocation plan; and authorize the appropriate officials to execute documents required to effect closing of the loan. (consent) 3.2 4. Gas System Approve an Annual General Permit, in the amount of $4,000, with Pinellas County to construct and maintain natural gas facilities and authorize the appropriate officials to execute same. (consent) 4.1 5. Parks and Recreation Authorize a purchase order to Orlando Freightliner of Apopka, FL for the purchase of a Freightliner 114SD with Galfab Hoist in the amount of $226,946.00 pursuant to Clearwater Code of Ordinances Sections 2.563(1)(c), piggyback and 2.563(1)(d) non-competitive (impractical) and authorize the appropriate officials to execute same. (consent) 5.1 6. General Services Page 2 City of Clearwater Printed on 4/8/2025 April 14, 2025Council Work Session Work Session Agenda Authorize purchase order(s) to multiple vendors as listed, for the maintenance, purchase and rental of generators, replacement parts, automatic transfer switches (ATS) and services in the cumulative amount of $1,600,000.00, for the term May 1, 2025 through November 22, 2026, with one year renewal option in the cumulative amount of $1,000,000.00 pursuant to Clearwater Code of Ordinances Sections 2.563(1)(a), Single Source, and 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same.(consent) 6.1 7. Marine & Aviation Approve the Joint Participation Agreement (JPA) G3A98 between the City of Clearwater and the State of Florida Department of Transportation (FDOT), Installation of an Emergency Generator at the Clearwater Airpark, authorize the appropriate officials to execute same, and adopt Resolution 25-06. 7.1 8. Public Utilities Authorize an increase on purchase order to Envirowaste Services Group of Tampa, FL, for Pumping and Tankering Services - Domestic Wastewater, in the amount of $85,000.00, increasing the annual not-to-exceed amount from $125,000.00 to $210,000.00 for the contract term ending on September 13, 2025, pursuant to Clearwater Code of Ordinances Section 2.563 (1)(c), piggyback, and authorize the appropriate officials to execute same. (consent) 8.1 9. City Clerk Approve the Mayor’s appointment of Kathleen Agnew to the Clearwater Housing Authority Board for a term expiring September 30, 2028. (consent) 9.1 10. City Attorney Approve a five-year agreement with the law firm of Bryant Miller Olive to perform bond counsel and disclosure counsel services as needed and authorize the appropriate officials to execute same. (consent) 10.1 Adopt Ordinance 9805-25 on second reading, amending the Community Development Code to establish standards for artificial turf, require landscaped areas in front yards for residentially zoned properties, and make other associated updates. (TA2024-07002) 10.2 11. City Manager Verbal Reports Page 3 City of Clearwater Printed on 4/8/2025 April 14, 2025Council Work Session Work Session Agenda 12. City Attorney Verbal Reports 13. Council Discussion Item Billboards - Vice Mayor Allbritton13.1 Strategic Downtown Discussion - Councilmember Mannino13.2 14. New Business (items not on the agenda may be brought up asking they be scheduled for subsequent meetings or work sessions in accordance with Rule 1, Paragraph 2). 15. Closing Comments by Mayor 16. Adjourn 17. Presentation(s) for Council Meeting April Service Awards17.1 Arbor Day 2025 Proclamation - Ali Ismailoski, Right of Way Division Manager, Public Works 17.2 Page 4 City of Clearwater Printed on 4/8/2025 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0276 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: PresentationIn Control: Council Work Session Agenda Number: 2.1 SUBJECT/RECOMMENDATION: New Clearwater Airpark Terminal Presentation - Chip Hayward, American Infrastructure Development, Inc. (WSO) SUMMARY: Page 1 City of Clearwater Printed on 4/8/2025 Clearwater Executive AirportApril 7, 2025A Legacy of Trust Through Performance! Site PlanClearwater Executive AirportParkingParking Count-REGULAR PARKING: 130ADA PARKING: 5TOTAL: 135Event TrellisTerminalApron First Floor PlanClearwater Executive Airport Second Floor PlanClearwater Executive Airport North ElevationClearwater Executive Airport South ElevationClearwater Executive Airport East ElevationClearwater Executive Airport West ElevationClearwater Executive Airport SectionClearwater Executive Airport SectionClearwater Executive Airport Exterior FinishesClearwater Executive Airport Interior FinishesClearwater Executive Airport Interior FinishesClearwater Executive Airport Interior FinishesClearwater Executive Airport Interior FinishesClearwater Executive Airport Exterior RendersClearwater Executive Airport Exterior RendersClearwater Executive Airport Exterior RendersClearwater Executive Airport Exterior RendersClearwater Executive Airport Exterior RendersClearwater Executive Airport Clearwater Executive Airport Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0294 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Economic Development & Housing Agenda Number: 3.1 SUBJECT/RECOMMENDATION: Approve the Third Amendment to Contract for Sale of City-Owned Vacant Land between the City of Clearwater, Habitat for Humanity of Pinellas County, Inc., and Clearwater Neighborhood Housing Services, Inc. for real property located at 1454 South Martin Luther King Jr. Avenue and authorize the appropriate officials to execute same and such requisite documents necessary to effectuate the sale. (consent) SUMMARY: The City of Clearwater posted RFP/Q #43-22 as an opportunity for a developer to acquire and develop city-owned property located at 1454 South Martin Luther King Jr. Avenue for use as affordable and workforce housing (Pinellas County Property I.D. #22-29-15-00000-320-1300). On December 1, 2022, Council authorized staff to negotiate a contract for the sale of real property to Habitat for Humanity of Pinellas County, Inc. and Clearwater Neighborhood Housing Services, Inc., together, as the selected Developer of the real property located at 1454 South Martin Luther King Jr. Avenue. On June 13th, 2023, Council approved a contract for sale of city-owned vacant land. The Developer will be assigning the contract to a single asset entity, Lake Belleview Development LLC. Per the contract, the development shall be consistent with Developer’s response to City of Clearwater RFP/Q 43-22. The Developer shall construct 24 units of mixed-income, owner-occupied townhomes with 50% of the units reserved for households with total household income up to 80% of the Area Median Income (AMI) as determined by the United States Department of Housing and Urban Development, and the remaining 50% reserved for household with total household income up to 120% of the AMI. The Developer’s response to RFP 43-22 identified a $1,240,170 cash gap in addition to the requested donation of the property, therefore Exhibit B of the contract specifies the City agrees to commit to the donation of the parcel, valued at $525,000 and a contribution of an additional $357,585 for a total direct subsidy of $882,585 (half of the total direct subsidy identified as required in the response). Due to market changes, the Developer increased their request from Pinellas County to $1,015,028 which was approved. The total development cost is estimated to be $9,577,613.50. Sources of funding include Owner’s Equity ($996,611.73), Penny Funding ($1,015,028), City of Clearwater ($882,585: $357,585 in direct subsidy and land donation valued at $525,000) and permanent debt financing ($6,683,388.77). Additional requirements provided by Exhibit B establishes terms and conditions that the Developer must meet prior to and after closing. Per the exhibit, all pre-development activities must be completed prior to closing including, but not limited to, funding commitments, site approval, and building permits. Unforeseen development challenges had pushed the original proposed timeline and required a contract closing date extension to December 31st, 2024. Due to Hurricane Helene and Hurricane Milton, the Developer had not procured funding approval from Pinellas County, which is a requirement for closing. The closing date was then extended to on or before April 30, 2025. The funding request for the project was reviewed and approved by the Pinellas County Board of County Commissioners in February 2025. The Developer has requested an extension to on or before July 31, 2025, to obtain permits, obtain commercial loan approval, and finalize closing documentation. Staff recommends an extension of the closing date to on or before July 31, 2025, to allow the Developer more time to complete the pre-development activities. Page 1 City of Clearwater Printed on 4/8/2025 File Number: ID#25-0294 APPROPRIATION CODE AND AMOUNT: Funding is to be provided by State Housing Initiatives Partnership (SHIP) Program and Revenue Recovery Funds provided by the American Rescue Plan Act - Local Fiscal Recovery Funds. No General Fund monies will be appropriated. USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: Objective 2.4 - Supports equitable housing programs that promote household stability and reduces the incidence of Homelessness within Clearwater. Page 2 City of Clearwater Printed on 4/8/2025 RFN/Q #43-22 Development of 1456 S Martin Luther King Avenue Table of Contents Tab 1 - Narrative & Vision Statement Tab 2 - Developer Experience and Qualifications Tab 3 - Legal & Financial Feasibility Tab 4 - Development Concept Tab 5 - Proposed Timeline Tab 6 - Other Forms Tab 7 - Attachments Habitat for Humanity of Pinellas and West Pasco Counties (Habitat) and Tampa Bay Neighborhood Home Services (TBNHS), formerly known as Clearwater Neighborhood Housing Services, propose to jointly develop the parcel located at 1454 S Martin Luther King Jr. Avenue into twenty-four (24) townhome units exclusive for homeownership. The development will be named Lake Belleview Townhomes. 50% of the units (12 units) will be reserved for income-qualified homeowners making less than 80% of the area median income, with the other 50% of units (12 units) reserved for income-qualified homeowners for incomes up to 120% of the area median income. This development creates an opportunity for Habitat and TBNHS to collaborate on a shared interest in providing affordable housing options for residents with a mix of income ranges. Lake Belleview Townhomes would provide a choice in housing options for first-time homebuyers who may not be able to afford single-family homes but want to live in a safe, stable community that offers an opportunity for homeownership. The conceptual unit designs within the site plan will be two-story townhomes with a bottom floor garage and a secondary parking pad to minimize on- street parking. Townhomes will consist of 1,800 square feet under roof and 1,460 square feet of conditioned space. Each unit will be three bedrooms with 2 and a half bathrooms, and a laundry/storage room, subject to final design approval. Building elevations will include sufficient architectural elements to create visual interest and break up building massing. Proposed treatments include elements such as covered porches, various façade materials, compatible color variations, decorative columns/trim, and a rear patio. The development will also incorporate Florida- friendly landscaping that requires less irrigation. Lastly, a homeowner’s association will maintain the common exterior areas and ensure the development is well maintained. This development will assist in meeting the Lake Bellevue Neighborhood Revitalization Strategy Area (NRSA) Consolidated Plan 2020/2021 -2024/2025 housing related goals by providing twenty-four affordable, owner-occupied units of housing. The Lake Bellevue NRSA is predominately residential and while most of the residential development is single-family, there are many multifamily structures. Yet, the majority of such units are renter-occupied. A priority need identified within this targeted area is specifically additional affordable housing units, with the private sector's lack of investment as a barrier to growth. This development will address both of those concerns, while achieving the City’s established performance measurements to “construct 15 housing units for rental and support homebuyer activities”. TAB 1 Narrative and Vision Statement The proposed development is consistent with the City’s overarching Comprehensive Plan - Housing Element goal, which calls for a “affordable variety of standard housing units in decent and safe neighborhoods to meet the needs of the current and future residents, regardless of race, nationality, age marital status, handicap or religion.” It also meets various objectives within the Housing Element of the Comprehensive Plan, which include; C.1.1 – Adequate housing, C.1.2- Affordable Housing, C.1.4 – Adequate Sites for Very Low, Low and Moderate Income Households, C.1.9 – The City if Clearwater shall be proactive in incentivizing the construction of affordable housing and C.1.10 - Recognizing that sustainable building techniques contribute to keeping housing units affordable over the long term by reducing energy consumption, lowering utility bills and decreasing maintenance costs, the City of Clearwater will promote the use of green housing construction and renovation and rehabilitation techniques. In summary, the proposed development creates a shared interest partnership with Habitat and TBNHS, aligning both organization's strengths to meet all objectives of the RFP and best serve the community. Additionally, the proposal is responsive to the unmet needs of the Lake Bellevue NRSA, aligns with the Consolidated Plan goals, is consistent with local zoning and land use and meets the goals and objectives of the Housing Element of the City’s Comprehensive plan. TAB 1 Narrative and Vision Statement 1. Developer information Habitat for Humanity of Pinellas County Inc D/B/A: Habitat for Humanity of Pinellas & West Pasco Counties 13355 49th Street North, Suite B Clearwater, FL 33762 727-536-4755 Msutton@habitatpwp.org Mike Sutton – President & CEO Clearwater Neighborhood Housing Services, Inc. D/B/A: Tampa Bay Neighborhood Housing Services 608 N Garden Avenue Clearwater, FL 33755 727-442-4155 fcornier@tbnhs.org Frank Cornier, President & CEO 2. Project team Role Organization / Company Name President & CEO Habitat for Humanity of Pinellas & West Pasco Counties Mike Sutton President & CEO Tampa Bay Neighborhood Housing Services Frank Cornier Civil Engineer (Principal) High Point Engineering Braulio Grajales Architect (Principal) Keener Architecture John Keener Legal Counsel Tampa Bay Neighborhood Housing Services - Corporate Attorney Anthony P. Granese General Contractor Gulf Contracting Anthony Rembert TAB 2 Developer Experienceand Qualifications 3. Experience/Qualifications a. List of prior development experience including a short summary of relevant project(s), to include a listing of total projects/units developed within the last five (5) years TBNHS Over the past four decades, Tampa Bay Neighborhood Housing Services has administered income- restricted programs and services to the Clearwater and Pinellas County communities. TBNHS directly manages various housing programs funded by the City of Clearwater, Pinellas County and other local municipalities. Programs include; processing applications for down-payment assistance, owner-occupied rehabilitation programs, new construction for sale to low-to-moderate income homebuyers, and acquisition/rehab/resale to low-to-moderate income homebuyers. All of the programs mentioned above and services require beneficiaries to be income qualified, thus, TBNHS’ staff is trained and experienced in administering all of these programs as well as monitoring compliance with income qualifications. TBNHS has substantial experience developing over 250 new in-fill single-family homes as well as rehabilitating over 900 single-family homes, specifically within the City of Clearwater and Pinellas County. As for multifamily developments, TBNHS CEO Frank Cornier’s experience in multifamily development includes significant managerial roles in the construction and management of such developments and are listed below. List of multifamily projects within the past 5 years: • Preserve at Sabal Park – New construction of 144 family units in Seffner, FL • Sabal Place – New construction of 112 family units for formerly homeless in Seffner, FL • Cypress Village – New construction of 95 disabled and family units in Fort Myers, FL • Sandpiper Place – New construction of 92 family units in Bradenton, FL • Swan Lake Village - New construction of 84 disabled and family units in Lakeland, FL • Blue Sky Landing – Predevelopment and permitting management of new construction of 92 family units in Fort Pierce, FL • Fairlawn Village – Predevelopment management of new construction of 116 family and permanent supportive units in Orlando, FL • Jacaranda Place - Predevelopment management of new construction of 88 disabled and family units in Port Charlotte, FL All the projects above met the National Green Building Standards (NGBS) Silver, Bronze or Gold level. Additionally, solar panels were used on one project. TAB 2 Developer Experienceand Qualifications 1756 Dr. Martin Luther King Ave -Largo: 54 townhome units currently in the development review process 2100 18th Ave South – St. Petersburg: 44 townhome units in predevelopment 1801 18th Ave South – St. Petersburg: 12 townhome units in predevelopment Tellor Estates – Pinellas Park : 51-unit single-family home subdivision (completed) Habitat Habitat has vast experience in developing, constructing, and selling fee-simple affordable housing over our 37-year history in the community, having just completed our 760th home. Our current development team has contributed to most of our growth and success over the last several years. Our CEO Mike Sutton has led our organization to this immense growth in serving more families, building over 400 homes since taking over the helm. He leads our development team with more than 100 years of experience within the construction, development and financial services sectors. This last fiscal year, Habitat completed 67 single-family fee-simple homes sold to qualified low to moderate-income buyers. This fiscal year we are on track to complete 80 homes and have a 3-year strategic plan to complete a total of 210 homes. Nationally, we rank as the 2nd largest Habitat affiliate by new home construction and locally, according to the Tampa Bay Business Journal, we are the 14th largest homebuilder in the Tampa Bay region. List of multifamily projects within the past 5 years: b. Demonstrated experience with implementing sustainable building design standards, including sustainably sourced materials, energy efficiency measures, and/or renewable energy systems Habitat is proud to report we earned a 2022 ENERGY STAR® Market Leader Award from the U.S. Environmental Protection Agency (EPA) in recognition of our contribution to building energy-efficient new homes that have earned ENERGY STAR certification. Energy Star-certified homes are at least 10% more energy efficient than those built to code and achieve a 20% improvement on average while providing homeowners with better quality, performance, and comfort. The Market Leader Award recognizes partners participating in EPA’s ENERGY STAR Residential New Construction program who have significantly impacted energy-efficient construction and environmental protection. Every unit constructed will be EnergyStar certified. This includes; insulated fiberglass exterior doors, Low-E double panel windows throughout, HVAC system with programmable thermostat and fresh air intake damper, Mastic sealed ductwork, R-30 fiberglass insulation over living spaces, R-11 frame wall insulation, R-4.1 insulation on concrete exterior walls, and Microwave vented to the outside. Homes also come equipped with hurricane impact resistant windows and hurricane-rated garage doors as well as roof trusses hurricane strapped. All homes finished floor elevations are built above the local based flood elevation to mitigated flood issues, Lastly, finishes include; hardwood cabinets, carpet/tile/vinyl flooring, whirlpool appliances and be rewiring for both cable and phone. TAB 2 Developer Experienceand Qualifications c. Demonstrated experience with income qualification, monitoring, assistance and other activities associated with adhering to regulations of affordable housing Our organizations have over eighty (80) years of combined experience in monitoring compliance, determining income qualification and other activities associated with adhering to affordable housing regulations. In addition, both organizations utilize a multitude of local, state and federal funding that mandate monitoring compliance and set forth various regulatory measures that must be adhered to. Collectively, both organizations have vast experience with Community Development Block Grant (CDBG), HOME Investment Partnership Program, Self-Help Homeownership Opportunity Program (SHOP), Neighborhood Stabilization Program (NSP), State Housing Initiatives Partnership Program (SHIP) and local Tax Increment Financing (TIF) funding sources. The above- referenced sources of funding have income qualification requirements and often ongoing compliance. These sources fund programs such as: down-payment assistance, owner-occupied rehabilitation programs, new construction for sale to low-to-moderate income homebuyers, construction financing loans and property acquisition/rehab/resale to low-to-moderate income homebuyers, all of which our organizations collectively utilize to serve the community. Habitat is subject to an annual financial audit for major federal programs and major state financial assistance projects and has never been found in noncompliance by independent third party auditors. TBNHS is also subject to annual financial audits with its most recent audit completed in August and no findings reported. TAB 2 Developer Experienceand Qualifications 1. Financial institution reference contact(s)’ names and contact information. Co-developers will provide upon successful negotiation of financial term sheet 2. Preliminary financial plan to include: a. Construction budget detailing total project cost and proposed source(s) of funding Per the attached proforma, we seek a land grant with a total development cost of $9,040,170 or $376,673.72 a unit and an average blended sales price of $325,000 a unit. Given these unit economics, there is a $1,240,170 total development funding gap, which equals to $51,674.73 per unit, thus, this project necessitates subsidies to make the development financially feasible. Habitat believes we bring a competitive advantage within the marketplace with our ability to sell homes with 0% interest mortgages. Eliminating the interest component of the mortgage means homeowners can increase their purchasing power affording a higher purchase price while still remaining in their monthly payment affordability. In comparison, TBNHS has deep roots within the City of Clearwater and is an expert at leveraging down payment assistance programs to help individuals achieve homeownership. As co-developers, we would seek to work with the City of Clearwater to braid various funding sources available within the City, as well as utilize Penny for Pinellas (Penny IV) funding to eliminate this funding gap and ensure the project's financial feasibility. We are confident if selected by the City to develop this parcel, we will put forth a competitive application to Pinellas County for funding consideration. The Board of County Commissioners adopted resolution 19-6 in February of 2019 that provides preference to developments in which units will benefit households making 80% of the AMI or less. Additionally, this development meets several top-tier Penny for Pinellas scoring criteria, including; per unit subsidy, local government assistance (local contribution and regulatory relief), county funds to affordable units ratio, development location (in the NRSA), and low-income homeownership. To date, we are unaware of an affordable homeownership development funded by Penny IV, which again would put this project in a unique competitive landscape for funding. That being said, if Penny IV funding cannot be secured, we will need to seek additional subsidy from the City and/or other funding sources. However, we believe a $51,000 per unit subsidy to serve the below 80% AMI and workforce population through homeownership is extremely reasonable given the current market conditions and may be suitable for the City to fully fund to serve as a catalytic development for the community. TAB 3 Legal & Financial Feasibility: Developer and Project TAB 3 Legal & Financial Feasibility: Developer and Project b. Demonstration of developer’s financial capacity to develop the Site As for development financing, Habitat and TBNHS management teams have proven business and affordable housing development experience. Both organizations maintain relationships with local construction financing lenders and do not anticipate any issues with underwriting should the proposal move forward. As an organization, Habitat has working capital to help support the project underwriting finance requirements and a strong balance sheet to attract favorable terms. Before seeking traditional construction financing, we would seek to reduce financing costs by leveraging the various forms of public multifamily low-interest construction financing available for affordable housing developments within the community. If selected to develop this parcel, the co-developers will begin working immediately to secure favorable financing term sheets and would support conditioning such financing within the development terms sheet negotiated with the City. c. Projected sale price of units and anticipated sale schedule Both our organizations have provided affordable homeownership opportunities in the community for decades. There is significant awareness of our services within the public through extensive community involvement. Historically, both organizations have successfully recruited homebuyers from the local areas we built in. This is typically accomplished through a coordinated marketing and outreach effort within the focus community. While unique to each community, marketing efforts may include ad placements in hyper-local publications, location-targeted social media advertising, direct mail campaigns, and unearned media attention highlighting new initiatives. In synchronization, our community outreach efforts may include recruitment events at local community centers, engaging local businesses who serve the area or employ residents, word-of-mouth referrals, door knocking, attending community events, and leveraging stakeholders to spread the messaging. Although not a requirement, our preference, as stated above, is to recruit local homeowners from the areas we serve. We intend to partner with community partners, such as first-time homebuyers’ programs, local community led organizations and potentially the City to hold homeownership information events for residents. Specifically, Habitat’s program also operates differently than the traditional developers who spec build homes. Habitat actively recruits homeowners throughout the year and maintains a pipeline of 100+ qualified candidates at any given time. These qualified homeowners are then matched to vacant properties based on location and need, with the homes being built to family size. Given this model, we would expect the lots provided to be matched with a qualified candidate before a building permit is pulled. As stated above the anticipated average blended sales price for the development is $325,000 a unit. Per the project schedule (see project schedule) program/sales marketing will begin within a month of successful property acquisition. The sales and marketing period will last approximately twenty-six (26) months. We do not anticipate any issues with demand as the local region's lack of affordable and workforce housing options is extremely restricted. TAB 3 Legal & Financial Feasibility: Developer and Project 3. A description or table of the various residential units, including size, number of bedrooms/bathrooms, and any proposed amenities The conceptual unit designs within the site plan will be two-story townhomes with a bottom floor garage and a secondary parking pad to minimize on-street parking. Townhomes will consist of 1,800 square feet under roof and 1,460 square feet of conditioned space. Each unit will be three bedrooms with 2 and a half bathrooms, and a laundry/storage room, subject to final design approval. Building elevations will include sufficient architectural elements to create visual interest and break up building massing. Proposed treatments include elements such as covered porches, various façade materials, compatible color variations, decorative columns/trim, and a rear patio. The development will also incorporate Florida-friendly landscaping that requires less irrigation. Lastly, a homeowner’s association will maintain the common exterior areas and ensure the development is well maintained. Floor plans and front elevations are attached. TAB 3 Legal & Financial Feasibility: Developer and Project BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-412"x7'-11" A/C GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-412"x7'-11" GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-412"x7'-11" GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-412"x7'-11" GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-412"x7'-11" GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-412"x7'-11" PATIO 9'-0"x6'-0" PATIO 9'-0"x6'-0" PATIO 9'-0"x6'-0" PATIO 9'-0"x6'-0" PATIO 9'-0"x6'-0" PATIO 9'-0"x6'-0" A/C A/C A/C A/C A/C GARAGE 11'-4"x19'-4" KITCHEN 8'-912"x12'-0" LIVING 11'-6"x18'-11" UP PDR. 3'-41 2"x7'-11" PATIO 9'-0"x6'-0"A/C BEDROOM 11'-1"x14'-1012" BEDROOM 9'-234"x9'-812" BEDROOM 9'-234"x9'-812" CLOSET 7'-412"x5'-312" BATH 8'-512"x5'-4" BATH 8'-512"x5'-4"DN CLO. 5'-4"x2'-0" CLO. 5'-4"x2'-0" W D A-101 SHEET TITLE THIS DRAWING AND ALL GRAPHIC AND WRITTEN MATERIAL CONTAINED HEREIN CONSTITUTES ORIGINAL AND UNPUBLISHED WORK AND IS NOT TO BE COPIED, DISTRIBUTED, OR USED IN WHOLE OR IN PART, WITHOUT EXPRESSED, WRITTEN PERMISSION OF KEENER ARCHITECTURE. THIS DRAWING IS PROTECTED UNDER THE "ARCHITECTURAL WORKS COPYRIGHT PROTECTION ACT OF 1990." PROJECT NO DATE ISSUED SEPTEMBER 12, 2022 22-018LAKE BELLEVIEW TOWNHOMES1454 S. DR. MARTIN LUTHER KING JUNIOR AVE.CLEARWATER, FL 33756SCHEMATIC DESIGN KEENER ARCHITECTURE, PLC 600 SOUTH MAGNOLIA AVENUE SUITE 275 TAMPA, FLORIDA 33606 (813) 495-1400 WWW.KEENERARCHITECTURE.COM AR93258 16'8'0'4' 2 2ND FLOOR PLAN 16'8'0'4' 1 1ST FLOOR PLAN 16'8'0'4' A PROPOSED EXTERIOR ELEVATION 16'8'0'4' B 1ST FLOOR- SIX UNIT BUILDING PLAN 16'8'0'4' C 2ND FLOOR- SIX UNIT BUILDING PLAN Present in both narrative and visual form the extent of the development proposal for the Site. Drawings may be “conceptual” in format but should be detailed enough to reflect the scope of the proposed development. Narrative elements to be addressed include: a. Height b. Scale c. Density and Intensity d. Proposed architectural style and material types e. Site and building orientation f. Access points and curb cuts g. Proposed parking h. Highlight of creative and innovative design solutions i. Income mix of units (a minimum of 50% of total units must be reserved for households with total household income not exceeding 80% AMI) The conceptual site plan design (subject to development plan review and approval) consists of a total of twenty-four (24), two-story townhome units. The development will be in harmony, consistent with the scale, bulk, coverage, and character of adjacent properties, and permissible within the current zoning. The site is zoned Medium Density Residential (MDR) with a Future Land Use designation of Residential Medium which allows residential density up to fifteen (15) dwelling units per acre, however the Community Development Code provides for an affordable housing density increase of 20% bringing the total allowable density of the site to twenty-four (24) units. Buildings are 30ft (two story) in height and consist of five separate buildings, which are comprised of two (2) six (6) unit buildings, two (2) five (5) unit buildings and one (1) two (2) unit building. Building footprints range from 4,800 sqft (6 units design) to 1600 sqft (2 unit design) with setbacks meeting the minimum code requirements of 25ft front and 10ft side/rear requirements. The site plan design reflects the character of the surrounding residential neighborhood in density and site intensity, while maintaining a walkable, residential environment. The proximity of buildings has been taken into account when planning their layout in order to maximize greenspace and enhance privacy. The site plan utilizes South Martin Luther King, Jr. Avenue, as the primary entrance with curb cuts and signage identifying the development, while paying careful attention to the relationship between the building(s) and the street. Each unit will have a front-loaded one (1) car garage and an adjoining parking pad, equaling two (2) parking space per unit and forty-eight (48) total parking spaces for the development. Building elevations will include sufficient architectural elements to create visual interest and break up building massing. Each building will have decorative columns and metal roof awnings to create a visually appealing architectural design and add dimension to the front elevation. The outside façade will incorporate contemporary design elements with modern and traditional accents. The current proposed exterior elevations incorporate diverse cladding elements, which includes brick veneer and a stucco finish. Diverse color palates for buildings will be included to avoid creating a monochrome and bland façade. All elevation designs will adhere to local zoning requirements. Each building will be landscaped with Florida-friendly landscaping incorporated throughout the development. Ultimately, building materials will be selected based on their durability, maintenance required and value engineering to mitigate costs. TAB 4 Development Concept: Ability to Meet Redevelopment Objectives To satisfy the requirements of the Request for Proposal and to meet the City’s goal of developing a mixed-income housing development, 12 units (50%) will be reserved for income-qualified homeowners making less than 80% of area median income, and 12 units (50%) will be reserved for income-qualified homeowners making up to 120% of area median income. To accomplish this mixed income development Habitat and TBNHS would partner to co-develop the parcel, leveraging both organizations abilities to serve the diverse income range required. Conceptual Site Plan Attached TAB 4 Development Concept: Ability to Meet Redevelopment Objectives O O O OOOOOLPLPLPPROPOSED 6' BLACKALUMINUM PICKET FENCEPROPOSEDLIFT STATION413333O O O O OOOOOOOOO OOOOOOOOOOOOOOOOOOOOO44LPLP[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][]682555572-STORY TOWNHOUSESFOOTPRINT AREA = 4,800 SF2-STORY TOWNHOUSESFOOTPRINT AREA = 4,800 SF2-STORY TOWNHOUSESFOOTPRINT AREA = 4,000 SF 2-STORY TOWNHOUSESFOOTPRINT AREA = 4,000 SF 2-STORY TOWNHOUSESFOOTPRINT AREA = 1,600 SF3PROPOSED COVEREDPEDESTAL MAILBOXES999999999999999999999999PROPOSEDMONUMENT SIGNSHEET:PROJECT: CONTENT: CLEARWATER, FLORIDA 33756 1454 S. DR. MARTIN LUTHER KING JR. AVENUE CONCEPTUAL SITE LAYOUT LAKE BELLEVIEW TOWNHOMES LAND PLANNING - CIVIL ENGINEERING - GEOTECHNICAL ENGINEERING 5300 W. Cypress Street, Suite 282Tampa, Florida 33607 Tel. (813) 644-8333Fax (813) 644-7000 Certificate of Authorization No. 30275C-2NOTESTHE LAYOUT AND PARKING PLAN SHOWN HEREON IS CONCEPTUAL.THE PROPERTY BOUNDARIES AND DESIGN INFORMATION USED WASPROVIDED BY THE OWNER AND/OR WAS OBTAINED FROM PUBLICLYAVAILABLE DOCUMENTS.THE INTENT OF THIS CONCEPTUAL LAYOUT AND PARKING PLAN IS FORPROJECT FEASIBILITY AND SHALL NOT BE USED FOR LOCAL AGENCYREVIEW.ALL DESIGN INFORMATION IS SUBJECT TO REVIEW AND APPROVAL BYLOCAL GOVERNMENT AGIENCIES HAVING JURISDICTION OVER THEPROJECT SITETHE CONCEPTUAL LAYOUT AND PARKING PLAN SHOWN HEREON MAYNOT REPRESENT THE FINAL SITE LAYOUT AND PARKING PLAN AND CANVARY DUE TO SITE TOPOGRAPHY, LAND USE RESTRICTIONS, ACTUALSOIL AND GROUNDWATER CONDITIONS, ENVIRONMENTAL CONDITIONS,PROPERTY ENCUMBRANCES, ETC.SNEWGRAPHIC SCALE 1"=50'PROJECT No: BGAPPROVED BY: ISSUE DATE: RT BG RT DESIGNED BY: CHECKED BY: DRAWN BY: 09-01-22 REVISIONS DESCRIPTIONDATEBYNo.50025CONCEPTSITE DATA1. PARCEL NUMBER : 22-29-15-00000-320-13002. SECTION / TOWNSHIP / RANGE: 22 / 29 S / 15 E3. SITE ADDRESS: 1454 S. MARTIN LUTHER KING JR. AVENUECLEARWATER, FLORIDA 337564. PROPERTY AREA: 58,500 SF (1.343 AC)5. EXISTING ZONING: MEDIUM DENSITY RESIDENTIAL "MDR"6. FUTURE LAND USE: RESIDENTIAL MEDIUM "RM"7. BUILDING SETBACKS:MIN. CODE REQ.FRONT (EAST)= 25.0 FT25.0 FTSIDE (NORTH)= 10.0 FT5.0 FTSIDE (SOUTH)= 10.0 FT5.0 FTREAR (WEST)= 10.0 FT10.0 FT8. BUILDING HEIGHT: 30.00 FT (2 STORIES)9. SITE AREAS:VEHICULAR USE AREA:15,225 SF(26.0%)BUILDING AREA:19,200 SF(32.8%)SIDEWALK, CURB, DUMPSTER:6,230 SF(10.7%)TOTAL IMPERVIOUS AREA:40,655 SF(69.5%)TOTAL PERVIOUS AREA:17,845 SF(30.5%)POND AREA:2,470 SF(4.2%)INTERIOR LANDSCAPE AREA:3,700 SF(24.3% OF VUA)TOTAL AREA:58,500 SF(100%)10. DENSITY:NUMBER OF DWELLING UNITS = 24SITE ACREAGE FOR DENSITY = 1.343 ACRESMAXIMUM DENSITY = 15 UNITS / ACRE PLUS 20% DENSITY BONUSFOR AFFORDABLE HOUSING = 18 UNITS PER ACREPROPOSED DENSITY = 24 UNITS / 1.343 ACRES = 17.87 UNITS PER ACRE(24 UNITS - 3 BEDROOM & 2-1/2 BATHROOM)11. OWNER: CITY OF CLEARWATER CASH & INVESTMENTS MANAGER P.O. BOX 4748 CLEARWATER, FLORIDA 3375812. STORMWATER MANAGEMENT: W.Q.T. & ATTENUATION13. FLOOD ZONE INFORMATION: ZONE "X" FEMA MAP 12103C0108J(EFFECTIVE DATE - 8/24/2021)14. SOLID WASTE MANAGEMENT: CURBSIDE COLLECTIONREFUSE CART LOCATED INSIDE THE GARAGE15. TOTAL PARKING PROVIDED: 48 SPACESREGULAR = 24 SPACES IN GARAGE, 24 SPACES IN DRIVEWAY16. TOTAL PARKING REQUIRED: 36 SPACES24 UNITS X 1.5 SPACES PER UNIT = 36(PARKING REDUCTION - 1.5 SPACES FOR AFFORDABLE HOUSING)TAG LEGENDDESCRIPTIONITEM124SPEED BUMPS "HEAVY DUTY RUBBER, SAFETYSTRIPED WITH RECESSED BOLTING"PROPOSED COVERED PEDESTAL MAILBOXESPROPOSED MONUMENT SIGN35678PROPOSED LIFT STATIONPROPOSED TRAFFIC SIGNPROPOSED LIGHT POLE & FIXTUREPROPOSED DETENSION PONDPROPOSED 6' BLACK ALUMINUM PICKET FENCE9PROPOSED 6' X 9' PATIO TAB 5 Proposed Timeline for Construction Project TimelineTask NameStart DateEnd DateMonthsProposal Award SEPT 22DEC 224Property Acquisition CompletedJAN 23`MAR 233Survey/Geotech/Enviormental JAN 23MAR 233Funding AwardsFEB 23AUG 237Sit e Pl an & Development Entitl ements FEB 23SEP 238Site WorkSEP 23DEC 234Program MarketingAPR 23MAY 2526Infrastructure ImprovementsOCT 23MAR 246Phase I Construction (12-Units)MAR 24FEB 2512Phase II Construction (12-Units)MAR 25FEB 2612Home Cl osi ngsSEP 24FEB 2618Project CompletedMAR 26MAR 261SOND2022Project Start Date : 12/20/202220232024JFMAMJJASOND20252026JFMAMJJASONDJFMAMJJASONDJFM TAB 6 Other Forms EXCEPTIONS / ADDITIONAL MATERIAL/ ADDENDA Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note -Any material exceptions taken to the City's Terms and Conditions may render a Proposal non-responsive. _X __ No exceptions ___ Exceptions taken (describe--attach additional pages if needed) Additional Materials submitted (mark one): X No additional materials have been included with this proposal ___ Additional Materials attached (describe-attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor's responsibility to confirm if any addenda have been issued. Addenda Number #1 (8/18/2022) Development of 1454 S MLK Jr, Ave 24 Date: RFP/Q #43-22 Habitat for Humanity of Pinellas & West Pasco Counties VENDOR INFORMATION Company Legal/Corporate Name: Habitat for Humanity of Pinellas Inc Doing Business As (if different than above): Habitat for Humanity of Pinellas and West Pasco Counties Address: 13355 49th Street North Suite B City: Clearwater Phone: 727-536-4755 E-Mail Address: msutton@habitatpwp.org DUNS# 151901972 Remit to Address (if different than above): State: __ F_L _____ _ Zip: 33762 Fax: ______________ _ Website: www.habitatpwp.org Order from Address (if different from above): Address: ____________ _ Address: _____________ _ City: ______ State: __ Zip: __ _ Contact for Questions about this proposal: Name: Mike Sutton Phone: 727-536-4755 Day-to-Day Project Contact (if awarded): Name: Sean King Phone: 727-536-4755 Certified Small Business City: _______ State: __ Zip: __ _ Fax: ______________ _ E-Mail Address: msutton@habitatpwp.org Fax: ______________ _ E-Mail Address: sking@habitatpwp.org Certifying Agency: ____________________________ _ __ Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: ____________________________ _ Provide supporting documentation for your certification, if applicable. Development of 1454 S MLK Jr, Ave 25 RFP/Q #43-22 VENDOR CERTIFICATION OF PROPOSAL By signing and submitting this Proposal, the Vendor certifies that: a)It is under no legal prohibition to contract with the City of Clearwater.b)It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, aswell as its attachments, and any referenced documents.c)It has no known, undisclosed conflicts of interest.d)The prices offered were independently developed without consultation or collusion with any of the otherrespondents or potential respondents or any other anti-competitive practices.e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official,or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. f)It understands the City of Clearwater may copy all parts of this response, including without limitation anydocuments and/or materials copyrighted by the respondent, for internal use in evaluating respondent's offer,or in response to a public records request under Florida's public records law (F.S. 119) or other applicablelaw, subpoena, or other judicial process.g)Respondent hereby warrants to the City that the respondent and each of its subcontractors("Subcontractors") will comply with, and are contractually obligated to comply with, all Federal Immigrationlaws and regulations that relate to their employees.h)Respondent certifies that they are not in violation of section 60) of the Federal Export Administration Act andnot debarred by any Federal or public agency.i)It will provide the materials or services specified in compliance with all Federal, State, and Local Statutesand Rules if awarded by the City.j)It is current in all obligations due to the City.k)It will accept such terms and conditions in a resulting contract if awarded by the City.I)The signatory is an officer or duly authorized agent of the respondent with full power and authority to submitbinding offers for the goods or services as specified herein. ACCEPTED AND AGREED TO: Printed Name: Mike Sutton---------------- Title: ___;_P...;..re.;..s;;_id"'"e'-n-'t-'&_C+-. _E--"O�-----------t:;/i 1'/z-az.Z-Date : J , Development of 1454 S MLK Jr, Ave 26 RFP/Q #43-22 SCRUTINIZED COMPANIES FORMS SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BID/PROPOSAL JS $1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSJVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirementsof section 287 .135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging inbusiness operations in Cuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in thissolicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the ScrutinizedCompanies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba andSyria; and 3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in commercein any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing or operating equipment, facilities, personnel, products, services, personal property, realproperty, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate,or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any ofits principals are placed on the Scrutinized Companies with A�tiv�Jl.-6o ist, the Scrutinized Companieswith Activities in the Iran Petroleum Sector List, or engaged i �� atigps:.ih Cuba and Syria. STATE oF ------'-h...;...:lo'-'-r_!J___,a,__ __ COUNTY OF ___.7J,_.,..._t,=e�//oJ=----- , My Commission Expires: .Mor<.6 / )( Jlt.lJ.,NOTARY SEAL ABOVE Development of 1454 S MLK Jr, Ave Mike Sutton Printed NamePresident & CEO Title Habitat for Humanity of Pinellas Inc Name of Entity/Corporation 27 RFP/Q #43-22 SCRUTINIZED COMPANIES FORMS SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NON RESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1.The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirementsof section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that BoycottIsrael List, or engaged in a boycott of Israel; and 2.The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate inthis solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in aboycott of Israel; and 3."Boycott Israel" or "boycott of Israel" means refusing to deal, terminating business activities, or takingother actions to limit commercial relations with Israel, or persons or entities doing business in Israel orin Israeli-controlled territories, in a discriminatory manner. A statement by a company that it isparticipating in a boycott of Israel, or that it has initiated a boycott in response to a request for aboycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may beconsidered as evidence that a company is participating in a boycott of Israel; and 4.If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary,affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5)calendar days after any of its principals are placed on the Scrutinized Com anies that Boycott IsraelList, or engaged in a boycott of Israel. STATE OF f&r-,�161 COUNTY OF ____.7_,',.J_"5" ___ _ Mike Sutton Printed Name President & CEO Title Habitat for Humanity of Pinellas IncName of Entity/Corporation The foregoing instrurppn! was ackn:�efore me ci}J.eans of g' physicaLpresence or □onlinenotarization on, this� day of �f , 2 , by JtJidM.el �utb>" ,(pf.me! p� whose.osig_n,atyre ia being notarized) as the . '(LO (title) oftbt,i,..._ � �-,J'( ,:it �..,,J/,c .&, c (name of corporat1on/ent1ty), p�onal]y kDA'«O ___ , orproduced ___________ (type of id]f_ti�catio� a; identification, and w�/did not takeanoath. lffl)l, � ,..-��v •Ii."--•. _ CESAR FIGUEREDO _N_ oJ13 .=;._��-=-->,p"""u-bl-ic,_r-rr-__ -_ ,../-,.----------ff��°\ Notary Public• State of Florida � E...1 WU'CO .. \\,W./i Commission# HH 239361 _p...,._...,t.,,c..::..;d"'--N---"'-.P.-t-=-=-=--:�=------------'{1,0F,.._f!-·' My Comm. Expires Mar 13, 2026 rm e ame · Bonded through National Notary Aun. My Commission Expires: ...Lf,_ar_�_.....o..;;f 3�r-:Jd¼,-"""-........_ NOTARY SEAL ABOVE ' Development of 1454 S MLK Jr, Ave 28 RFP/Q #43-22 E-VERIFY ELIGIBILITY FORM VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E-VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1.The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095.2.The Contractor and its Subcontractors are registered with and using the E-Verify system to verify thework authorization status of newly hired employees.3.The Contractor will not enter into a contract with any Subcontractor unless each party to the contractregisters with and uses the E-Verify system.4.The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does notemploy, contract with, or subcontract with unauthorized alien.5.The Contractor must maintain a copy of such affidavit.6.The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractorsknowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7.If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not beawarded a public contract for at least 1 year after the date on which this Contract was terminated. 8.The Contractor is liable for any additional cost incurred by the Ci f the termination of this Contract. Development of 1454 S MLK Jr, Ave Printed Name President & CEO Title Habitat for Humanity of Pinellas Inc Name of Entity/Corporation 29 RFP/Q #43-22 TAB 7 Attachments September 15, 2022 Re: RFP/Q #44-23 Letter of support Dear Review Committee, On behalf of the Clearwater Urban Leadership Coalition, please accept this letter of support to Tampa Bay Neighborhood Housing Services in their Request for Proposal and Quantification submission to develop 1454 S. Martin Luther King Jr. Avenue. In order to ensure that our businesses have the workers they need, we need to address the issue of housing affordability. This means we need a diverse array of options that meet the needs of a variety of income levels. This is why we support the joint development proposal from Tampa Bay Neighborhood Housing Services in partnership with Habitat for Humanity of Pinellas & Pasco Counties to develop twenty-four townhomes for affordable and workforce housing. This proposal will provide homes for individuals and families seeking an affordable place to live within our city and we believe that it is an excellent use of public property. We are particularly excited about the impact this project will have on the community; it will provide stable housing, promote economic development, and increase access to healthy, sustainable communities. The approval of this project will help the city open a new chapter in the ever-evolving story of affordable and workforce housing. Let s get this built. Sincerely, Clearwater Urban Leadership Coalition Gloria Campbell Executive Director Seeking to put God's love into action, Habitat for Humanity brings people together to build homes, communities, and hope. Admin HQ 14010 Roosevelt Blvd, Suite 704 Clearwater, FL 33762 Clearwater ReStore & Truist Homeowner Education Center 13355 49th Street North, Suite B Clearwater, FL 33762 New Port Richey ReStore 6431 US Highway 19, New Port Richey, FL 34652 St Pete ReSource Center 1350 22nd Street South St. Petersburg, FL 33712 habitatpwp.org | (727) 536-4755 Address 608 N. Garden Avenue Clearwater, FL 33755 tbnhs.org | 727-442-4155 our missions To Improve the quality of life in the neighborhoods which it serves by promoting revitalization through Home Ownership, Rehabilitation, Economic Development and Education contact us FIRST AMENDMENT TO CONTRACT FOR SALE OF CITY-OWNED VACANT LAND BY THE CITY OF CLEARWATER, FLORIDA THIS FIRST AMENDMENT TO CONTRACT FOR SALE OF CITY-OWNED VACANT LAND BY THE CITY OF CLEARWATER, FLORIDA (this "Amendment") is made and entered into as of this ~day of -'--""'-:>.q.J"""""''---' 2024, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida m 'cipal corporation (the "City" or "Seller"); HABITAT FOR HUMANITY OF PINELLAS COUNTY, INC., a Florida not-for-profit corporation; and CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC., a Florida not-for-profit corporation (Clearwater Neighborhood Housing Services, Inc. together with Habitat for Humanity of Pinellas County, Inc., "Buyer" or "Developer") (Developer together with the City, the "Parties"). WIT N E S S E T H: WHEREAS, the Parties entered into that certain Contract For Sale of City-Owned Vacant Land by The City Of Clearwater, Florida dated June 13, 2023 (the "Contract") for the sale of certain real property as described in the Contract; and WHEREAS, due to unforeseen delays in the development process, the Parties wish to amend the Contract to extend out the closing date to allow Developer more time to complete the pre-development activities indicated in Exhibit "B" of the Contract; and NOW THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the Parties, the City and Developer do hereby covenant and agree as follows: 1. The City and Developer do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Amendment. 2. Any capitalized terms utilized in this Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Contract. 3. Section 8. Closing Place and Date is hereby amended to provide that the closing shall take place no later than December 31, 2024. 4. Except as amended and modified hereby, the terms and conditions of the Contract and this Amendment are and shall remain in full force and effect. The Contract as modified by this Amendment, is affirmed, confirmed, and ratified in all respects. 5. In the event of conflict or ambiguity between the terms and provisions of this Amendment and the Contract, the terms and provisions of this Amendment shall control to the extent of any such conflict or ambiguity. 1 6. If any provision of this Amendment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof or thereof shall in no way be affected or impaired, nor shall such holding of invalidity, illegality or unenforceability of such provision under other dissimilar facts or circwnstances. 7. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one instrument. For the purposes of this Amendment, an executed facsimile or electronically delivered counterpart copy of this Amendment shall be deemed an original for all purposes. IN WTINESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first set forth above. [Remainder of page left intentionally blank] 2 (CITY OF CLEARWATER SIGNATURE PAGE) Bru~--•ec~:;;:;or~;:~::: Mayor / {_ Date: ~ (-s~-z,, A~~ Matthew J. Mytych, Esq. Senior As½~tant Ci7I Attorney Date: h J 1/ J. T , 3 The City of Clearwater, Florida a Florida municipal corporation. By:~ Jenni oi r City ~ Date: 8 S Ji,OJ-,<../ , I ~~ Rosemarie Call City Cler Date: ~5 AJ. L{ STATE OF FLORIDA ) COUNTY OF ) (HABITAT SIGNATURE PAGE) Habitat for Humanity of Pinellas County, Inc., a Florida not-for-profit corporati<'n By.--------- Michael Sutton CEO Date: July 29, 2024 The foregoing inst:TwJ.1?~ was acknowledged before me by [4 physical presence or [ ] online notarization, this :iJ±!J.... day of J1tl( , 2024, by Michael Sutton, as CEO of Habitat for Humanity of Pinellas County, Inc., a Florida not-for-profit corporation, on behalf of the corporation. He/She is personally known to l!!.,e or who produced ________ as identification. 4 P~e:~~ Notary Public 1:~ ~; cm~ FIGUEREDO {f~ ·i Notary Public -Stat• of Florida ~/.! Commtsston # HH 239361 ·, ............. •· My Comm. Expfrts Mar 13, 2026 8ond~ thrOIJlh Nttlanal Notary Assn. (CEARWA TER NEIGHBORHOOD HOUSING SERVICES SIGNATURE PAGE) STATE OF FLORIDA ) COUNTY OF ) Clearwater Neighborhood Housing Services, Inc., a Florida not-for- profit corporation Efrain Cornier, Jr. Presid~4 ;;,4-Date. 7 ~ ~,"'}'~"• tt~---!\!~~ HEATHER KOPP l~.A ):i ~.'!Y COMMISSION# HH 193115 '•,'!f,o;·;.J,i~~ EXPIRES: October 31 , 2025 1111\1' The foregoing instrumr t was acknowledged before me by LI physical presence or [ ] online notarization, this ~ day of ,~ ULf , 2024, by Efrar6Comier, Jr., as President and CEO of Clearwater Neighborhood Housing Services, Inc., a Florida not-for-profit corporation, on behalf of the corporation. He/She is personally known to me or who produced @L,4s(p·2o0 ,. as identification. 1:J..·!L'?t.f-· D Notary Public 5 >- SECOND AMENDMENT TO CONTRACT FOR SALE OF CITY-OWNED VACANT LAND BY THE CITY OF CLEARWATER, FLORIDA THIS SECOND AMENDMENT TO CONTRACT FOR SALE OF CITY-OWNED VACANT LAND BY THE CITY OF CLEAR V(A :ER, FLORIDA (thi s "Second Amendment") is made and entered into as of this i0"" day of ~~,QJ,y].f:ij , 2024, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City" or "Seller"); HABITAT FOR HUMANITY OF PINELLAS COUNTY, INC., a Florida not-for-profit corporation; and CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC., a Florida not-for-profit corporation (Clearwater Neighborhood Housing Services, Inc. together with Habitat for Humanity of Pinellas County, Inc., "Buyer" or "Developer") (Developer together with the City, the "Parties"). W I T N E S S E T H: WHEREAS, the Parties entered into that certain Contract For Sale of City-Owned Vacant Land by The City Of Clearwater, Florida dated June 13, 2023 (the "Original Contract") for the sale of certain real property as described in the Contract; and WHEREAS, the Parties entered into that certain First Amendment to Contract for Sale of City-Owned Vacant Land by the City of Clearwater, Florida dated August 5, 2024 (the "First Amendment" and collectively with the Original Contract the "Contract") amending the closing date to no later than December 31 , 2024; and WHEREAS, due to the recent Hurricane Helene and Milton storm events, the Parties wish to amend the Contract to extend out the closing date to allow Developer more time to complete the pre-development activities indicated in Exhibit "B" of the Contract; and NOW THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the Parties, the City and Developer do hereby covenant and agree as follows: 1. The City and Developer do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Second Amendment. 2. Any capitalized terms utilized in this Second Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Contract. 3. Section 8. Closing Place and Date is hereby amended to provide that the closing shall take place no later than April 30, 2024. 4. Except as amended and modified hereby, the terms and conditions of the Contract and this Second Amendment are and shall remain in full force and effect. The Contract as modified by this Second Amendment, is affirmed, confirmed, and ratified in all respects. 1 5. In the event of conflict or ambiguity between the terms and provisions of this Second Amendment and the Contract, the terms and provisions of this Second Amendment shall control to the extent of any such conflict or ambiguity. 6. If any provision of this Second Amendment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof or thereof shall in no way be affected or impaired, nor shall such holding of invalidity, illegality or unenforceability of such provision under other dissimilar facts or circumstances. 7. This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one instrument. For the purposes of this Second Amendment, an executed facsimile or electronically delivered counterpart copy of this Amendment shall be deemed an original for all purposes. IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment as of the day and year first set forth above. [Remainder of page left intentionally blank] 2 (CITY OF CLEARWATER SIGNATURE PAGE) Mayor (. y__ Date: tv'l Matthew J. Mytych, Esq. Senior Assistant ity, Attorney Date: J'J. fi ') 'f 3 The City of Clearwater, Florida a Florida municipal corporation. By:~ Jennifer~ City Manarr Date: 12' 10{1102) U ~~ o~ Rosemarie Call City Cl~ Date: '.e,,,C!J..Jvi~ JO, )()),"I (CEARWATER NEIGHBORHOOD HOUSING SERVICES SIGNATURE PAGE) Witnesses: ST ATE OF FLORIDA ) COUNTY OF ) Clearwater Neighborhood Housing Services, Inc., a Florida not-for- profit corporation Efrain Cornier, Jr. President r n~ <;EO\ /l/1\/J J1_ Date: NOv' 2-1 µ.1~1 The foregoing instrument was acknowledged before me by r/2 physical presence or [ ] online notarization, this Jj__ day of tJovUN::><..,. , 2024, by Efrain Cornier, Jr., as President and CEO of Clearwater Neighborhood Housing Services, Inc., a Florida not-for-profit corporation, on behalf of the corporation. He/She 1s p~sonally known to me or who produced as identification. --------- 5 U/4: . Pnnt Name: l ode,( l~c.lo,,,. Notary Public (HABITAT SIGNATURE PAGE) Habitat for Humanity of Pinellas County, Inc., a Florida r-profit corporation Witnesses: Date: / / / J. 0 / j~J.'-( I ' STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was ack:nowled~ed before me by ~ physical presence or [ ] online notarization, this ~ day of {'/ov'e....,fltr , 2024, by Michael Sutton, as CEO of Habitat for Humanity of Pinellas County, Inc., a Florida not-for-profit corporation, on behalf of the corporation. He/She is personally known to me or who produced _________ as identification. 4 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0295 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: ReportIn Control: Economic Development & Housing Agenda Number: 3.2 SUBJECT/RECOMMENDATION: Approve an amended loan term of 43 years for funding to be provided by the City of Clearwater to SAH Holdings LP for the land acquisition of real property located at 801 Chestnut St. contingent upon the satisfactory outcome of, as determined by the Economic Development and Housing Director, a subsidy analysis, the receipt of a structural evaluation, approval of all funding sources, and a tenant relocation plan; and authorize the appropriate officials to execute documents required to effect closing of the loan. (consent) SUMMARY: Indigo Apartments is comprised of 208 units and was originally developed for low-income senior housing. In 2015, the property was purchased and converted to market rate, excluding 20 units that are legally restricted by HOME funding that was previously provided to the property by the City of Clearwater. Sunrise Affordable Housing Group, through their special purpose entity SAH Holdings LP (Sunrise) is currently under contract to acquire Indigo Apartments and is planning to convert it to legally restricted affordable housing under a 50-year affordability commitment through the Low-Income Housing Tax Credit (LIHTC) program, implementing income and rent restrictions on 100% of units with thresholds set at 30%, 60% and 80% of area median income. The restrictions will result in significant rent reductions, resulting in an average +/- 51% discount when compared to today’s market-rate rents. The property will be placed in the Pinellas County Land Trust, which will provide a 99-year lease to Sunrise Affordable Housing Group, placing 208 housing units under the county’s land use restrictions. Originally, Council approved a deferred, 0% interest loan, with a loan term of 40 years in the amount of $1,000,000.00, utilizing a combination of CDBG and SHIP funding. The loan will support the acquisition of the property. The U.S. Department of Housing and Urban Development (HUD) requires all loans to be co-terminus with the 40-year HUD loan of which the term does not begin until the construction-to-permanent conversion. Therefore, the developer is requesting a 43-year term for the City’s loan to conservatively cover the construction period and the 40-year HUD loan Term. Staff recommends the approval of a 43-year term. APPROPRIATION CODE AND AMOUNT: Funding is to be provided by State Housing Initiatives Partnership (SHIP) Program, Community Development Block Grant (CDBG) and CDBG Revolving Loan Funds. No General Fund monies will be appropriated. USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: Objective 2.4 - Supports equitable housing programs that promote household stability and reduces the incidence of Homelessness within Clearwater. Page 1 City of Clearwater Printed on 4/8/2025 INDIGO APARTMENTS City of Clearwater Staff Evaluation: Executive Summary PROFILE SUBJECT PROPERTY Task: Analyze the proposed project for Indigo Apartments, located at 801 Chestnut St, and provide a project summary Brief Summary: Sunrise Affordable Housing Group has submitted a request for funding in the amount of $1,000,000 from the City of Clearwater and $2,000,000 from the Community Redevelopment Agency, in the form of a deferred 0% interest loan for the acquisition and rehab of Indigo Apartments. Sunrise plans to revert the property back to low-income housing. Indigo Apartments 801 Chestnut St. Interior Area: 137,768 SF Land Area: 2.31 Ac 208 Units PROJECT HIGHLIGHTS STAFF ASSESSMENT Source: Pinellas County Funding Recommendation Staff has reviewed the proforma, sources and uses and proposed funding stack and have determined that the funding gap and fund request are reasonable. Staff has determined that the project has an acceptable debt service coverage ratio of 1.15. Staff recommends the following contingencies: Final approval of funding is contingent upon the satisfactory result of the subsidy analysis to be performed by HUD. Final approval of funding is contingent upon the approval of all other proposed funding sources. Final approval of funding is contingent upon positive findings from a relocation plan analysis. Ad Valorem Taxes: The development will not be eligible for the property tax exemption however the estimated ad valorem tax will decrease by 28%, per the property tax analysis that was provided by the developer due to the reduction in rental income. PROJECT BENEFITS Tenant Relocation Plan As a result of the conversion, an estimation of 59 of the current residents will be considered over-qualified / over-income (above 80% AMI threshold). Sunrise has developed a relocation plan for these tenants, ensuring compliance with the Federal Uniform Relocation Act, which protects the existing tenants from additional costs beyond their current rent and utility expenses. The plan includes advisory services, commitment funds by the developer to providing financial assistance to tenants who do not meet the new income requirement, a strategy for relocating tenants and an appeal and grievance process. Unit set-aside for most vulnerable residents Project to be placed in the County land trust Large boost for Clearwater AH supply. Strategic Plan Obj. 2.4- Support equitable housing programs that promote household stability and reduce incidents of homelessness within Clearwater. Table of Contents Cover page ............................................................................................................................................................. 1 Table Of Contents ................................................................................................................................................ 2 Request for Funding ............................................................................................................................................... 3 Clearwater Housing Authority LOI .............................................................................................................. 14 Relocation Plan ...................................................................................................................................................... 16 The Indigo Apartments Request for Clearwater CRA Funding June 27, 2024 The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 APPLICANT OVERVIEW Name Sunrise Affordable Housing Group (“Sunrise”) Address 233 Miraflores Palm Beach, FL 33480 Authorized Contact Sam Caspert Title Principal Email sam@sunriseaffordable.com Phone (201) 673-0094 PROJECT OVERVIEW Property Name The Indigo Apartments Address 801 Chestnut St, Clearwater, FL 33756 Total Project Cost $47,888,431 City CRA Funding Request $2,000,000 Total # of Units 208 Proposed # of Affordable Units 208 Parking 149 Surface Spaces Construction 17-Story High-Rise PROJECT HIGHLIGHTS  208 affordable housing units under county’s control forever, due to county land trust  Decrease Indigo rents by an average 35% vs. today, and as much as 76% for extremely low-income tenants  50+ units covered under a Project-Based Voucher for the most vulnerable residents of Clearwater  Commitment to keep 208 units in Clearwater rent-restricted for 50+ years  Commitment to keep 208 units in Clearwater reserved for low-income residents for 50+ years; 100% of tenants will be required to earn less than 80% AMI  Major rehabilitation to extend the useful life of a 50-year-old asset, with a focus on build systems, MEPs and energy-efficient improvements  Demonstrated government support, at the city, county, state and federal level The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 PROJECT DETAILS The Indigo Apartments (fka Prospect Tower) has historically operated as a 55+ low-income community totaling 208 units with 96 studios and 112 1-bedrooms. In 2020, existing ownership terminated the age restrictions, invested money in cosmetic upgrades and transformed the Property into market-rate housing. Current ownership increased rents by nearly 50% and displaced 100% of the existing senior tenant base. Sunrise is currently under contract to acquire The Indigo Apartments and has site control for the next year through a Purchase & Sale Agreement. Affordable Housing Transformation: Sunrise plans to acquire the Property and convert it back to affordable housing with a 50-year affordability commitment through the LIHTC program, implementing income and rent restrictions on 100% of units with thresholds set at 30% AMI, 60% AMI and 80% AMI. The restrictions will result in significant rent reductions, resulting in an average ~51% discount to today’s market-rate rents. The property will also be placed in a 99-year land trust with Pinellas County, putting 208 affordable housing units under the county’s control forever. Rehabilitation: Sunrise has planned a $9.5 million capital improvement plan designed to preserve and extend the useful life of the 1971-vintage asset. Construction will be completed within 12 months of closing. The renovation will encompass a variety of holistic improvements, including renovation of all classic apartment units, site infrastructure / MEP upgrades, green energy-saving initiatives, and life & safety upgrades. Resident Services: Sunrise will also be providing countless programs for its residents to significantly improve the tenant experience. Programs include financial counseling, holiday activities, computer training, healthcare visits, homebuying seminars, among others. There will be an on-site service coordinator paid for by Sunrise. Commitment from Other Government Departments: Sunrise is requesting Clearwater CRA funds to use, in conjunction with a HUD loan, tax credit equity and soft funding from Pinellas County and city of Clearwater’s Economic Development & Housing department, to finance the acquisition, capital improvement plan and affordable housing transformation. With your support, we can provide quality affordable housing to Clearwater forever. PROJECT’S COMMUNITY IMPACT The need for affordable housing in Clearwater is more apparent than ever. Rents have been growing at unprecedent levels since 2020 and tenant demand for affordable housing is at all-time highs. On top of that, Clearwater is experiencing a massive shortage of affordable housing supply and has not seen much new stock over the past few years. As of today, there are only a handful of LIHTC properties in Clearwater, and there has only been 1 new delivery in the last 5 years. These properties have an average occupancy of 96% and many are fully occupied with long waitlists. An additional 208 affordable housing units, including 100 covered by a PBV, would be tremendous for the community & fill up immediately. Source: CoStar. LIHTC PROPOERTIES - 3-MILE RADIUS # Property Name Address Type Year Built # of Units Occupancy 1 Madison Point 380 S Martin Luther King Jr Ave LIHTC 2019 80 99% 2 Lexington Club 1200 S Missouri Ave LIHTC 2000 240 97% 3 Foundation Village 910 Woodlawn St LIHTC 1984 28 95% 4 Clearwater Apartments 1000 N Keene Rd LIHTC 1983 90 99% 5 Pine Berry 1225 S Highland Ave LIHTC 1962 85 99% 6 Palmetto Park 1003 West Ave LIHTC 1949 179 90% Total / Weighted Average 702 96% The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 TENANT / MARKET INFORMATION  Sunrise is decreasing rents at The Indigo by an average of 35%, a discount of $466 per unit Rents will then be restricted for the next 50 years. o 50 units will have their rents decrease by ~75% o 82 units will have their rents decrease by ~35% o 75 units will have their rents decrease by ~10%  Sunrise is decreasing rents at The Indigo to an average 51% discount vs. today’s market rents That is only going to increase with time.  Sunrise has applied for a 100-unit Project-Based Voucher with the City of Clearwater, which will allow us to rent to the community’s most vulnerable households.  100% of tenants will be required to earn less than 80% AMI. Sunrise has reserved units for tenants earning 30% AMI, 60% AMI and 80% AMI. Describe policies for how the tenants will be selected. All tenants will be required to earn less than 80% AMI; the AMI restrictions are shown in the table on the prior page. Additionally, Sunrise applied for a 100-unit project-based voucher with Clearwater Housing Authority, which will allow us to provide housing for deeply subsidized and “at-need” tenants. Historically, the property has served the senior (55+) population and currently over 30% of units are above the 55- age threshold. Sunrise anticipates continued rental demand from seniors / individuals. Sunrise has hired WRH Realty, a professional and affordable housing specialized 3rd-party party property manager with experience in Pinellas County. The management agent will establish an Affirmative Fair Housing Marketing Plan that will be clearly posted for all tenants and potential applicants. This plan will be reviewed on a quarterly basis to ensure compliance/adherence for application intake, waitlist, income verifications and other various fair housing topics. Fair Housing Act training for on-site staff will be conducted annually. Given the large discount to market-rate comparables, we expect exceptional tenant demand to live at The Indigo. PRO FORMA RENTS (A) (B)(C) Pro Forma Discount vs. Unit AMI Total Current Clearwater Pro Forma Current Clearwater Type Restriction Units Indigo Rent Market Rent Indigo Rent Indigo Rent Market Rent Studio 30% AMI 23 $1,250 $1,700 $351 (72%) (79%) Studio 60% AMI 38 $1,250 $1,700 $853 (32%) (50%) Studio 80% AMI 35 $1,250 $1,700 $1,188 (5%) (30%) 1-Bedroom 30% AMI 27 $1,400 $1,800 $337 (76%) (81%) 1-Bedroom 60% AMI 44 $1,400 $1,800 $874 (38%) (51%) 1-Bedroom 80% AMI 40 $1,400 $1,800 $1,233 (12%) (32%) Total / Avg. 60% 207 $1,330 $1,754 $865 (35%) (51%) ($466) ($889) The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 DEVELOPMENT TEAM Sunrise has assembled a best-in-class development team to help execute the business plan. All of the below companies have extensive affordable housing and LIHTC rehab experience throughout Florida. Additionally, all of these companies have previously executed a tax credit rehab in Clearwater. Resumes for each are in the email. - Architect: Gallo Herbert Architects - General Contractor: ETC Construction - Construction Management: SCT Consulting - Property Management: WRH Realty Services - Resident Programs: WRH Realty Services PROJECT SCHEDULE & PROCESS Sunrise is seeking financing indications from the City. Site Control Obtained (via PSA) 5/28/2024 Other Sources of Soft Funding Obtained Throughout July Bond / Tax Credit Application Submitted 7/16/2024 Bond / Tax Credit Allocation Obtained 8/7/2024 End of Sunrise PSA Due Diligence Period *Large deposit becomes non-refundable 8/12/2024 Property Acquisition Completed 3/31/2025 Property Capital Improvements Plan 3/31/2025 – 12/31/2025 Property Lease-Up 3/31/2025 – 12/31/2025 Stabilization 1/1/2026  The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 PROJECT SOURCES & USES PROJECT COSTS Total Per Unit Purchase Price $25,500,000 $122,596 Construction Costs $8,528,000 $41,000 GC Fees $1,164,800 $5,600 Contingency $948,480 $4,560 P&P Bond $104,333 $502 Total Hard Costs $10,745,613 $51,662 3rd-Party Inspection Reports $101,600 $488 Architect $260,000 $1,250 Permits $200,000 $962 Title / Recording $125,000 $601 Legal $350,000 $1,683 Corporate $35,000 $168 Builder's Risk Insurance $83,466 $401 Resident Relocation $150,000 $721 Contingency $65,253 $314 Total Soft Costs $1,370,320 $6,588 Tax Credit Costs $234,700 $1,128 Bond Costs $352,710 $1,696 Equity Bridge Loan Costs $512,066 $2,462 Permanent Financing Costs $1,592,203 $7,655 Total Financing Costs $2,691,679 $12,941 Operating Reserves $1,492,378 $7,175 Developer Fee $6,088,441 $29,271 Total Project Costs $47,888,431 $230,233 PROJECT FUNDING Total Per Unit HUD 221(d)(4) Loan $16,800,000 $80,769 Tax Credit Equity $16,065,311 $77,237 Property Operating Cashflow $1,186,563 $5,705 Deferred Developer Fee $3,836,557 $18,445 Total Soft Funding $10,000,000 $48,077 Total Sources $47,888,431 $230,233 Soft Funding Sources: Pinellas County Land Trust $5,000,000 $24,038 Pinellas County $2,000,000 $9,615 Clearwater Econ. Devt. & Hous. Department $1,000,000 $4,808 Clearwater CRA Department $2,000,000 $9,615 The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 Construction Scope Current ownership has made substantial cosmetic upgrades to the Property, but has neglected the infrastructure of this 50-year-old asset. As such, Sunrise will focus on long-term preservation upgrades, including the below: - MEP: New mechanicals including boiler, chiller, cooling tower, storage tank, pumps, roof fans - Building Envelope: New roof, full window replacement, new entry doors - Common Area: Elevator modernization, common area AHUs, fire alarm upgrades - HOME Units (20): Full interior rehab including new LVT flooring, upgraded kitchens/bathrooms - ADA/HVI Units (16): Adaptation of 11 ADA-compliant units and 5 HVI-compliant units - Energy-Efficient Improvements: New lo-flow appliances, updated LED lighting, AC fan coil units - Amenities: New computer room, business center, car wash, community garden PRO FORMA INCOME PRO FORMA INCOME Total Per Unit Gross Potential Revenue $3,256,830 $15,658 Economic Vacancy ($162,841) ($783) Total Rental Income $3,093,988 $14,875 Other Income $69,219 $333 Total Revenue $3,163,207 $15,208 Payroll $343,900 $1,653 Administrative $146,936 $706 Utilities $141,649 $681 Contract Services $103,614 $498 Repairs & Maintenance $65,000 $312 Management Fee $126,528 $608 Insurance $506,688 $2,436 Real Estate Taxes $301,478 $1,449 Replacement Reserves $62,400 $300 Total Expenses $1,798,193 $8,645 Net Operating Income $1,365,015 $6,563 Less: Debt Service $1,186,563 $5,705 Net Cash Flow $178,452 $858 The Indigo Apartments – Request for Clearwater CRA Funding 6/27/2024 PROPERTY PICTURES / AMENITIES The Indigo Apartments – Transaction Rationale 1. This Transaction will Result in a Significant Boost to Clearwater’s Affordable Housing Supply The Indigo Apartments conversion will establish the third largest LIHTC community in Clearwater, ensure the City and County have site control indefinitely and increase the stock of Affordable Housing units in the City by 18%. As seen in the chart below, there are only 9 LITHC properties in Clearwater totaling 1,127 units. This transaction is an opportunity to make the largest increase to the Clearwater Affordable Housing stock over the last two decades and nearly match the amount of units produced during that timeframe. This transaction is not Affordable Housing preservation, it is Affordable Housing creation. 2. Produce New Affordable Housing Units at 42% Discount to New Development Costs Last month, Clearwater announced its first new LIHTC development project in a few years, Clearwater Gardens. It is reported this deal has a cost basis of $395k per unit. The cost basis for The Indigo Apartments is approximately $229k per unit which represents a 42% discount to Clearwater Gardens. 3. Solving Affordable Housing Crisis Through Only New Development is Not Feasible As demonstrated by Clearwater Gardens, it is incredibly difficult to identify feasible ground-up affordable housing deals due to increased construction costs, soaring insurance premiums, higher interest rates, and appreciating land values. Once a project does look financially feasible, it is still subject to winning a 9% LIHTC FHFC award, which is incredibly competitive and an unpredictable lottery process. Notably, it was reported that the Clearwater Gardens project had been in pre-development planning since 2020 due to multiple years of a failed 9% LIHTC FHFC awards. The city will not be able to address the growing affordable housing crisis if new ground-up development is the only means to creating Affordable Housing. It will take years for new projects to match the number of Affordable Housing units being created in this transaction. LIHTC Properties in Clearwater Property Name Property Address Year Built # Units Madison Point 380 S Martin Luther King Jr Ave 2019 80 Woodlawn Trail 803 Woodlawn Loop 2019 80 Garden Trail 700 Eldridge St 2017 76 Lexington Club 1200 S Missouri Ave 2000 240 Wellington Apartments 2900 Drew St 1998 269 Foundation Village 910 Woodlawn St 1984 28 Clearwater Apartments 1000 N Keene Rd 1983 90 Pine Berry 1225 S Highland Ave 1962 85 Palmetto Park 1003 West Ave 1949 179 Total 1,127 Source: CoStar. Rent-Restricted properties. 4. 100% of Indigo Units Will Be Rent & Income Restricted into Perpetuity As part of this transaction, The Indigo Apartments will restrict rent & incomes for all units to ensure 100% of the residents earn less than 80% AMI. As illustrated in the unit mix below, Sunrise will set-aside units within a range of income bands from 30% AMI to 80% AMI. On average, we are decreasing property rents by ~32%. Additionally, by placing the property in the Pinellas County Land Trust, the county & city will have control of this property in perpetuity. There is no opportunity for any owner in the future to convert The Indigo Apartments back to market-rate housing. 5. Set-Aside for Community’s Most Vulnerable Residents via Project-Based Voucher Subsidy As part of Sunrise’s commitment to affordability, 52 units will be set-aside for residents who earn 30% AMI or less. Sunrise is not aware of any other LIHTC properties in Clearwater targeting this underserved population at this scale. In coordination with Clearwater Housing Authority, Sunrise will provide subsidy on all 52-units through a project-based voucher. This will ensure access to clean, safe and secure housing for the city’s most vulnerable and at-need residents. The City of Clearwater PBV award letter attached. 6. Hired a Third-Party Consultant That Devised a URA-Compliant Relocation Plan for Over- Qualified Residents Sunrise has hired a 3rd-party Tenant Relocation expert to devise a relocation plan that is URA-compliant and abides by all relevant regulations, including HUD. The relocation plan is attached and briefly summarized below: - No resident will be evicted - Substantial notice of non-renewal - Sunrise to pay for reasonable moving costs - Sunrise to pay for 1-on-1 meetings between residents and relocation specialist to find new living - Sunrise to pay for any increased rent as a result of this transaction for 42 months The average income for the over-qualified residents is ~$85,000 per year which is around 120% AMI, and many of those residents have reported over six-figure salaries. 7. Gentrification by New Owners May Displace a Majority of Existing Residents Sunrise was introduced to this project by JLL, which was marketing The Indigo as an opportunity to increase rents by $300 per unit per month. If Sunrise were not to acquire The Indigo, the Property is likely to be bought by a new market-rate owner, who will continue the gentrification process by pushing rents higher to meet market levels. If this were to come to fruition, much of the existing residents are likely to be displaced with no URA- compliant tenant relocation plan or government oversight. 8. $3 Million Loan from Clearwater will Result in $25 Million in County and Federal Funding The City of Clearwater will be able to attract $25 million in County and federal funding through a $3 million dollar loan to this development. For every dollar committed, Clearwater will receive an 8.3x funding multiple from the County and Federal government. This includes $7 million from Pinellas County through the Penny for Pinellas Program and $18 million from the federal government in tax credits. 1 Resident Engagement & Relocation Assistance Plan The Indigo Apartments 801 Chestnut St, Clearwater, FL 33756 Prepared for Sunrise Affordable By CompassPoint Community Partners, LLC 2 Background: The Indigo Apartments is a 17-story high rise located in Downtown Clearwater, Florida. The property was originally built in 1971 and comprises 208 studio and 1- bedroom units, totaling 92,894 square feet. Sunrise Affordable Housing Group (“Sunrise Affordable” or “Sunrise”) will be acquiring the property and simultaneously placing it into the LIHTC program with set-asides at 30% AMI, 60% AMI and 80% AMI. As a result of the conversion, 59 of the current residents will be considered over-qualified / over-income (above 80% AMI threshold). The property will undergo substantial rehabilitation but mostly of the exterior and building envelope. There will be no reconstruction of the units that would require tenants to be temporarily relocated. The property currently has 20 HOME units that are covered under an existing HOME agreement for 20 years. Additionally, the project will receive the following federal financial assistance: o HUD 221(d)(4) loan; estimated at ~$20M o Project Based Vouchers from Clearwater Housing Authority The acquisition of real property for this project is subject to the Uniform Relocation Act (“URA”) and the requirements described in 49 CFR Part 24, subpart B. Therefore, all impacted tenants including those who are over-income are protected by the URA. These impacted tenants will be fully informed in writing of their URA rights and protections, provided the necessary advisory services and offered permanent relocation assistance. General Approach: In formulating this Plan, Sunrise incorporated key features of the Federal Uniform Relocation Act (URA) and U.S. Department of HUD Relocation Handbook 1378. In a situation where tenants will be displaced from their homes, for example, the HUD relocation handbook recommends: A) The owner or agency issues a General Notice with proof of receipt. B) Each displaced unit will receive notice explaining eligibility for relocation services and assistance. C) Each household receives a notice identifying the date of move at least 90 days in advance. D) There is an appeal and grievance process. E) The owner or agency offers advisory services as outlined above. 3 The Federal Uniform Relocation Act also extends straight-forward guidance for the work envisioned by the owner: 1) In the event of displacement, any apartment identified must be decent, safe, and sanitary. 2) The resident should not incur any additional expenses beyond the current rent and utility costs. 3) Financial assistance will be provided for the tenants. 4) The owner or agency shall give advance written notice. Sunrise has put in place a detailed and carefully thought-out plan for the relocation of over-income tenants, which is laid out in the 7 steps below: 1) Distribution of General Information, Non-Displacement, and Eligibility Notices: Sunrise and their consultant, CompassPoint Community Partners, will determine who must be displaced and who will be allowed to remain at the property. After making these determinations, they will issue the appropriate relocation notices: either a Notice of Eligibility (for relocation assistance) (Exhibit A) or a Notice of Non- Displacement (Exhibit B), which will be provided to each affected head of household by hand-delivery. This important correspondence to the residents will contain the following information in English, Spanish, and other languages as needed: • Explain that a project has been proposed and caution the person not to move. • Provide directions for contacting the on-site coordinator to set up a coordination meeting. • Confirm that this action by the team will require residents to permanently move due to the planned conversion. • Inform the person that they will not be required to move without at least 90 days’ advance written notice of (1) at least one "comparable replacement home" that is available and (2) the expiration of their current lease. • Describe the household’s right to file a grievance or complaint. 4 2) Initial Interview: A crucial part of the resident engagement process and plan will be the initial interview with the head of household after the distribution of the Notice of Eligibility. The heads of household will be contacted at an early date and personally interviewed by a representative of the Agency to determine the household’s relocation needs and preferences for replacement housing and advisory services. The interviewer will ask certain questions about the makeup of the household, including questions about income. Each affected household will be given a HUD brochure titled “RELOCATION ASSISTANCE TO TENANTS DISPLACED FROM THEIR HOMES”. 3) Preparing Each Household for Moving Sunrise and/or their property management partner will explain the procedures and steps that residents will have to follow to pack and move their belongings. Under no circumstances will any resident be forced to relocate prior to the expiration of their lease. Tenants will be given enough time to make plans for moving. Unless there is a health or safety emergency, residents will not be required to move without at least 90 days advance written notice of (1) at least one "comparable replacement home" that is available and (2) the expiration of their current lease. 4) Financial Assistance: Each household will receive financial assistance that will cover the following: 1) Reimbursement of reasonable out-of-pocket expenses (e.g. – cost of moving) 2) Any increase in monthly rent / utility costs at the replacement units Financial assistance will be received at the time of their move, and according to the apartment type occupied by the resident at the time of the GIN. The head of household will sign a receipt for the financial assistance which sets forth the anticipated financial assistance to each household. Each household will be able to choose from the following options: Payment for Moving Expenses: You may choose either: a) Payment for Your Actual Reasonable Moving and Related Expenses, or 5 b) Fixed Moving Expense and Dislocation Allowance, per the URA Fixed Residential Moving Cost Schedule which is based on the number of rooms in the unit or number of rooms of furniture you will be moving a. For example, studios will receive $1,150 and $1,350 for 1-bedrooms. Replacement Housing Assistance: This will cover any increase in monthly rent / utility costs. Displaced residents may choose either of the below, to enable them to rent, or if preferred, buy a comparable or suitable replacement home, you: a) Rental Assistance, or b) Purchase Assistance The rental assistance is based on the difference between the comparable replacement unit and the lessor of (1) the current rent and average utility payments or (2) 30% of the residents’ income. Times 42 months. We will cover the difference in rent for 3.5 years. 5) Advisory Services: On behalf of the team, Sunrise’s consultant, CompassPoint Community Partners, LLC will coordinate all aspects of this plan with the site staff. Advisory services will include the following scope of work: 1) Determine the needs and desires for assistance through an initial survey. 2) Explain the procedures, costs, and coordination involved in the process. 3) Assist with translation, as necessary. 4) Coordinate scheduling of moves and/or access with each household and management. 5) Process approved assistance established in this Plan. 6) Explain the procedures for packing and securing each resident’s personal belongings and assist any displaced household with moving arrangements. 7) Keep files for each household related to the process. 8) Maintain a line of communication with all related entities and individuals, city officials, and residents. 6) Appeal & Grievance Process: Under the URA and HUD Handbook, a household can dispute the adequacy of their assistance, and appeal their relocation benefits eligibility status after receipt of a written relocation notification. In the case of the Plan, there will be no final determination of relocation benefits or disallowed expenses. The appeal and grievance process, therefore, should be a method for each household to file complaints with the owner. A general email will be established and shared that allows 6 residents to submit their complaints directly to CompassPoint and Sunrise. 7) Records: Sunrise Affordable and CompassPoint will establish a separate file for each household. A record of all correspondence with each resident will be kept in the household file, along with any receipts and other additional materials needed for monitoring and administrative purposes. Sunrise Affordable and CompassPoint will maintain a record for each household with a general comment sheet to record information, concerns, and miscellaneous/other items. Likewise, the team will make available all the resident-related documentation maintained for the Plan when requested by the Agency. 7 Exhibit A – DRAFT NOTICE OF ELIGIBILITY FOR URA RELOCATION ASSISTANCE Date: _____/_____/_____ BY HAND DELIVERY NAME: UNIT #: Dear: ____________________________________________: On ___(date) _, Sunrise Affordable notified you of proposed plans to acquire the property you currently occupy at (address)_______ for a project which could receive funding assistance from the U.S. Department of Housing and Urban Development (HUD) under the _______________________ program. It has been determined that you will be displaced by the project. Since you are being displaced in connection with this federally funded project, you will be eligible for relocation assistance and payments under the Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA). This is your Notice of Eligibility for relocation assistance. The effective date of your eligibility is _______________. (NOTE: Pursuant to Public Law 105-117, aliens not lawfully present in the United States are not eligible for relocation assistance, unless such ineligibility would result in exceptional hardship to a qualifying spouse, parent, or child. All persons seeking relocation assistance will be required to certify that they are a United States citizen or national, or an alien lawfully present in the United States.) To carry out the project, it will be necessary for you to move. However, you do not need to move now. You will be provided written notice of the date by which you will be required to move. This date will be no less than 90 days from the date comparable replacement housing has been made available to you. Enclosed is a brochure entitled, "Relocation Assistance to Tenants Displaced From Their Homes." Please read the brochure carefully. It explains your rights and provides additional information on eligibility for relocation payments and what you must do in order to receive these payments. The relocation assistance to which you are entitled includes: • Relocation Advisory Services. Including counseling and other assistance to help you find another home and prepare to move. • Payment for Moving Expenses. You may choose: (1) a payment for your actual reasonable moving and related expenses, or (2) a fixed moving payment in the amount of $________ based on the URA Fixed Residential Moving Cost Schedule. • Replacement Housing Payment. You may be eligible for a replacement housing payment to rent or buy a replacement home. The payment is based on several factors including: (1) the monthly rent and cost of utility services for a comparable 8 replacement dwelling, (2) the monthly rent and cost of utility services for your present home, and (3) for low-income persons, 30 percent of your average monthly gross household income. This payment is calculated on the difference in the old and new housing costs for a one-month period and multiplied by 42. Listed below are three comparable replacement dwellings that you may wish to consider for your replacement home. If needed, we can arrange transportation for you to inspect these and other replacement dwellings. Address Rent & Utility Costs Contact Info 1. ________________________________________________________________ 2. ________________________________________________________________ 3. ________________________________________________________________ We believe that # () is the most representative of your present home. The monthly rent and the estimated average monthly cost of utilities for this dwelling is $ and it will be used to calculate your maximum replacement housing payment. Please contact us immediately if you believe this dwelling is not comparable to your current home. We can explain our basis for selecting this dwelling as most representative of your current home and discuss your concerns. Based on the information you have provided about your income and the rent and utilities you now pay, you may be eligible for a maximum replacement housing payment of approximately $ (42 x $____), if you rent the dwelling identified above as the most comparable to your current home or rent another dwelling of equal cost. Replacement housing payments are not adjusted to reflect future rent increases or changes in income. This is the maximum amount that you would be eligible to receive. If you rent a decent, safe and sanitary home where the monthly rent and average estimated utility costs are less than the comparable dwelling, your replacement housing payment will be based on the actual cost of the dwelling. We will not base your payment on any dwelling that is not a comparable replacement home. All replacement housing payments must be paid in installments. Your payment will be paid in #_ installments. Should you choose to purchase (rather than rent) a decent, safe and sanitary replacement home, you would be eligible for a downpayment assistance payment which is equal to your maximum replacement housing payment, $_________*. Let us know if you are interested in purchasing a replacement home and we will help you locate such housing. Please note that all replacement housing must be inspected in order to ensure it is decent, safe and sanitary before any replacement housing payments are made. If you have any questions about this letter and your eligibility for relocation assistance and payments, please contact (name) , (title) at (phone) , (address) before you make any moving plans. He/she will assist you with your move to a new home and help ensure that you preserve your eligibility for all relocation payments to which you may be entitled. Remember, do not move or commit to the purchase or lease of a replacement home before we have a chance to further discuss your eligibility for relocation assistance. Sincerely, ___(name & title)_____ 9 Exhibit B – DRAFT General Information Notice Notice of Non-Displacement Date: _____/_____/_____ BY HAND DELIVERY NAME: UNIT #: Dear: ____________________________________________: _____________________________________________________ intends to improve _________________, through ____ (provide work details here) ____ and continue affordable housing at the property. This is a general information notice, and your occupancy is NOT in jeopardy because of this action. We urge you NOT to move from your unit. This planned scope of work will not affect affordability protections provided to the property. Advisory services will be available to help coordinate the work. Throughout the process, if you have a complaint or concern you can file a grievance at any time. Sunrise Affordable/CompassPoint will be responsible for the resolution of any complaints or concerns. The contact information for both is available at the site office. Please keep in mind that you must continue to comply with the terms and conditions of your lease throughout the renovation time period including payment of rent. Thank you, ________________________________ By: _____________________________________ Its, _________________ Indigo Sources and Uses Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0286 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve an Annual General Permit, in the amount of $4,000, with Pinellas County to construct and maintain natural gas facilities and authorize the appropriate officials to execute same. (consent) SUMMARY: This permit will allow Clearwater Gas System (CGS) to install and maintain natural gas mains and service lines within the Pinellas County right-of-way that are placed more than five feet from the back of curb or edge of road pavement. This permit covers regular and recurring activities and specifies the construction standards for installation of our gas infrastructure. All other gas work outside the scope of this General Permit will require a Specific Utilization Permit for each job/project prior to commencement. Pinellas County experienced delays in providing the updated General Permit to CGS, which typically starts at the beginning of the fiscal year (i.e., October). Therefore, this permit will become effective on April 17, 2025, and expire on December 31, 2025. Section five of this General Permit contains language that indemnifies Pinellas County against any damage claims resulting from negligence caused by CGS. However, the City’s limitation and protection under Section 768.28 of the Florida Statutes is not waived. APPROPRIATION CODE AND AMOUNT: Funding is available in Clearwater Gas Department cost code 4232075-543700, fees and permit. Clearwater Gas is funded by revenues from the Gas Utility Enterprise Fund. USE OF RESERVE FUNDS: STRATEGIC PRIORITY: Deliver effective and efficient services by optimizing City Assets and Resources. 1.2, 1.3 Page 1 City of Clearwater Printed on 4/8/2025 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0250 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 5.1 SUBJECT/RECOMMENDATION: Authorize a purchase order to Orlando Freightliner of Apopka, FL for the purchase of a Freightliner 114SD with Galfab Hoist in the amount of $226,946.00 pursuant to Clearwater Code of Ordinances Sections 2.563(1)(c), piggyback and 2.563(1)(d) non-competitive (impractical) and authorize the appropriate officials to execute same. (consent) SUMMARY: On September 28, 2024, Risk Management determined that vehicle G4946, a 2020 International MV607, was a total loss due to Hurricane Helene. Clearwater Parks and Recreation is requesting to replace this vehicle with the purchase of a 2025 Freightliner 114SD equipped with a Galfab 60K Roll-Off Hoist in an amount not to exceed $226,946.00. This vehicle is vital to the day to day operations of the Parks and Recreation Department as well as being used in emergency situations. The total cost of the truck is $226,946.00, with $197,269.00 acquired through a competitive solicitation under the Florida Sheriff Contract (FSA) FSA23-VEH21.1, Item #59. The remaining $29,677.00 covers additional features deemed impractical to procure separately, including: ·Extended Engine Warranty ·After-Treatment Coverage ·Brigade Camera System ·Tire Boss ·Chrome Bumper ·Polished Aluminum Wheels ·$3,500 Tariff Announcement Authorization is requested to piggyback off the Florida Sheriff Contract (FSA) FSA23-VEH21.1, valid through September 30, 2025. Additionally, approval is requested to procure optional features not included in the piggyback contract, as they are considered impractical due to potential delays in vehicle and/or equipment receipt, possible void of warranty for aftermarket items, manufacturer delay in receiving parts, etc., pursuant to Clearwater Code 2.563(1)(d). APPROPRIATION CODE AND AMOUNT: 3667366-564100-D2402 USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: 1.2: Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. Page 1 City of Clearwater Printed on 4/8/2025 Outlook ACM Approval Storm Replacement for Parks From Moore, Deborah Ann <Deborah.Moore@myClearwater.com> Date Thu 1/23/2025 10:55 AM To Vogel, Lori <Lori.Vogel@myClearwater.com> Parks 1877 G4946 2020 Intl MV607 Helene Parks 1865 G5499 2024 Alamo RC Mower Milton Parks 1805 G5134 2019 Doosan LCV6 Light Tower Helene From: Slaughter, Daniel <Daniel.Slaughter@MyClearwater.com> Sent: Wednesday, January 22, 2025 5:38 PM To: Moore, Deborah Ann <Deborah.Moore@myClearwater.com> Subject: RE: Moore, Deborah Ann shared "Storm Related Replacement Request BLANKxlsx" with you Thought I did these, but yes. Good to go. From: Moore, Deborah Ann <Deborah.Moore@myClearwater.com> Sent: Wednesday, January 22, 2025 4:04 PM To: Slaughter, Daniel <Daniel.Slaughter@MyClearwater.com> Subject: Fw: Moore, Deborah Ann shared "Storm Related Replacement Request BLANKxlsx" with you Just checking on these for Parks as well. Thanks Deb Get Outlook for iOS From: Moore, Deborah Ann Sent: Thursday, January 16, 2025 11:25:36 AM To: Anderson, Mahew <mahew.anderson@myclearwater.com>; Kader, Art <Art.Kader@myClearwater.com>; Slaughter, Daniel <Daniel.Slaughter@MyClearwater.com> Subject: Moore, Deborah Ann shared "Storm Related Replacement Request BLANKxlsx" with you Moore, Deborah Ann invited you to edit a file Hello Mr. Slaughter, Here are the requests for Parks to replace their 3 losses from the storms. We are working on some of the quotes. Please let me know if you approve replacements or have any questions. Storm Related Replacement Request BLANKxlsx This invite will only work for you and people with existing access. Open Share This email is generated through City of Clearwater's use of Microsoft 365 and may contain content that is controlled by City of Clearwater. FSA Cooperative Purchasing Program FSA23-VEH21.0: Heavy Trucks & Buses Final Award Contract Packet Notice of Final Award FSA23-VEH21.0: Heavy Trucks & Buses Date: October 1, 2023 To: Bidders and Purchasers From: Hugh Oliver, Cooperative Purchasing Program Manger Re: Notice of Final Award for FSA23-VEH21.0: Heavy Trucks & Buses Florida Sheriffs Association (FSA) has completed its 21st year of the cooperative purchasing heavy trucks and buses contract. FSA is issuing the Notice of Final Award for contract FSA23-VEH21.0: Heavy Trucks & Buses that will be effective from October 1, 2023, through September 30, 2024. This year’s bid included 80 items. The contract will offer class 3-5 cab & chassis trucks and buses. The competitive process for this award began in May 2023, when stakeholders were surveyed regarding procurement needs. Items were added based on survey results and the Fleet Advisory Committee’s review of products. An advertisement for the Invitation to Bid was published in the Florida Administrative Weekly, as well as the State of Florida’s Office of Supplier Diversity and the FSA websites. On May 5, 2023, a direct notification was sent to 716 prospective bidders to participate in a voluntary bidder workshop. The ITB advertisement resulted in 81 pre-bid attendees or waivers. Of these respondents, 30 submitted bids and 29 qualified. FSA has identified intended awardees in the attached Final Award Report. The Final Award Report shows up to three lowest bidders per item, per zone. The Florida Sheriffs Association Cooperative Purchasing Program has followed the Contract Terms and Conditions for this procurement. Bidders that become awarded vendors are governed by their manufacturer agreements and the Contract Terms and Conditions. Contract pricing will be extended and guaranteed to the Florida Sheriffs Association, any unit of local government, political subdivision or agency of the State of Florida, or to other entities approved by manufacturers to buy from this contract, which can include out-of-state sales. Vendors that wish to extend contract pricing to entities other than those defined here are governed by their manufacturer’s agreement. All purchasers are bound by state law, local ordinances, rules, and regulations for purchases made under this contract. FSA Cooperative Purchasing Program FSA23-VEH21.0: Heavy Trucks & Buses Current Contract Prices Item #Item Group Item Model #Link 1 Buses Electric: 19 to 20 Passenger Capacity Range, Van-Type Cutaway Chassis Endera B-Series B-Series https://www.myvendorlink.com/external/award?s=152477&i=1 2 Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Bluebird Vision Electric Vision Electric https://www.myvendorlink.com/external/award?s=152477&i=23Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Bluebird All-American Electric T3RE https://www.myvendorlink.com/external/award?s=152477&i=3 5 Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Phoenix Motorcars Z600 Type A School Bus Z600 https://www.myvendorlink.com/external/award?s=152477&i=5 6 Buses Electric: 44 To 80 Passenger Capacity Range, Commercial-Type Chassis BYD The Dreamer Type D Electric School Bus https://www.myvendorlink.com/external/award?s=152477&i=67Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Endera B-Series B-Series https://www.myvendorlink.com/external/award?s=152477&i=7 8 Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Starcraft Allstar Allstar https://www.myvendorlink.com/external/award?s=152477&i=8 9 Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Bluebird Vision Vision https://www.myvendorlink.com/external/award?s=152477&i=911Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Starcraft Allstar Allstar https://www.myvendorlink.com/external/award?s=152477&i=11 12 Buses: 33 to 54 Passenger Capacity Range, Commercial-Type, Rear Engine Chassis Bluebird T3RE T3RE https://www.myvendorlink.com/external/award?s=152477&i=12 13 Buses: 36 to 52 Passenger Capacity Range, Commercial-Type, Front Engine Chassis Bluebird T3FE T3FE https://www.myvendorlink.com/external/award?s=152477&i=1314Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Kenworth T680E T680E https://www.myvendorlink.com/external/award?s=152477&i=14 15 Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Peterbilt 579EV 579EV https://www.myvendorlink.com/external/award?s=152477&i=15 16 Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Volvo VNR VNR https://www.myvendorlink.com/external/award?s=152477&i=1618Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2 International EMV MV60E https://www.myvendorlink.com/external/award?s=152477&i=18 19 Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2 Mack MD7 Electric MDe7 https://www.myvendorlink.com/external/award?s=152477&i=19 20 Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 Battle Motors LNT LNT https://www.myvendorlink.com/external/award?s=152477&i=2021Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 Peterbilt 220EV 220 https://www.myvendorlink.com/external/award?s=152477&i=21 23 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Ford F-550 Crew Cab W5G https://www.myvendorlink.com/external/award?s=152477&i=23 24 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Ford F-550 Super Cab X5G https://www.myvendorlink.com/external/award?s=152477&i=2425Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Ford F-600 Super Cab F6K https://www.myvendorlink.com/external/award?s=152477&i=2526Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Ford F-550 Regular Cab F5G https://www.myvendorlink.com/external/award?s=152477&i=26 27 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 International CV 515 https://www.myvendorlink.com/external/award?s=152477&i=27 28 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Kenworth T180 T180 https://www.myvendorlink.com/external/award?s=152477&i=2829Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Peterbilt 535 535 https://www.myvendorlink.com/external/award?s=152477&i=29 31 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Ford F-550 Super Cab X5H https://www.myvendorlink.com/external/award?s=152477&i=31 32 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Ford F-550 Crew Cab W5H https://www.myvendorlink.com/external/award?s=152477&i=3233Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Ford F-550 Regular Cab F5H https://www.myvendorlink.com/external/award?s=152477&i=33 34 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Ford F-600 Regular Cab F6L https://www.myvendorlink.com/external/award?s=152477&i=34 35 Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 International CV 515 https://www.myvendorlink.com/external/award?s=152477&i=3536Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Ford F-650 Regular Cab F6D https://www.myvendorlink.com/external/award?s=152477&i=36 37 Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Freightliner M2 106 https://www.myvendorlink.com/external/award?s=152477&i=37 38 Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Hino L6 L6 https://www.myvendorlink.com/external/award?s=152477&i=3839Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 International MV 607 https://www.myvendorlink.com/external/award?s=152477&i=39 40 Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Kenworth T280 T280 https://www.myvendorlink.com/external/award?s=152477&i=40 41 Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Mack MD6 MD6 https://www.myvendorlink.com/external/award?s=152477&i=4142Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Peterbilt 536 536 https://www.myvendorlink.com/external/award?s=152477&i=42 43 Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Ford F-750 Regular Cab F7D https://www.myvendorlink.com/external/award?s=152477&i=43 44 Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Freightliner M2 106 https://www.myvendorlink.com/external/award?s=152477&i=4445Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Hino L7 L7 https://www.myvendorlink.com/external/award?s=152477&i=45 46 Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 International MV 607 https://www.myvendorlink.com/external/award?s=152477&i=46 47 Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Kenworth T380 T380 https://www.myvendorlink.com/external/award?s=152477&i=4748Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Mack MD7 MD7 https://www.myvendorlink.com/external/award?s=152477&i=48 49 Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Peterbilt 537 537 https://www.myvendorlink.com/external/award?s=152477&i=49 50 Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Western Star 47X 47X https://www.myvendorlink.com/external/award?s=152477&i=5051Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Freightliner M2 112 https://www.myvendorlink.com/external/award?s=152477&i=5152Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 International HV 613 https://www.myvendorlink.com/external/award?s=152477&i=52 53 Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 International HX 62F https://www.myvendorlink.com/external/award?s=152477&i=53 54 Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Kenworth T880 T880 https://www.myvendorlink.com/external/award?s=152477&i=5455Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Mack AN or G Series AN or G Series https://www.myvendorlink.com/external/award?s=152477&i=55 56 Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Peterbilt 567 567 https://www.myvendorlink.com/external/award?s=152477&i=56 57 Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Volvo V Series V Series https://www.myvendorlink.com/external/award?s=152477&i=5758Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Western Star 47X 47X https://www.myvendorlink.com/external/award?s=152477&i=58 59 Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Freightliner M2 112 https://www.myvendorlink.com/external/award?s=152477&i=59 60 Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 International HX 62F https://www.myvendorlink.com/external/award?s=152477&i=6061Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 International HV 613 https://www.myvendorlink.com/external/award?s=152477&i=61 62 Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Kenworth T880 T880 https://www.myvendorlink.com/external/award?s=152477&i=62 63 Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Mack AN or G Series AN or G Series https://www.myvendorlink.com/external/award?s=152477&i=6364Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Peterbilt 5671 5671 https://www.myvendorlink.com/external/award?s=152477&i=64 65 Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Volvo V Series V Series https://www.myvendorlink.com/external/award?s=152477&i=65 66 Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Western Star 49X 49X https://www.myvendorlink.com/external/award?s=152477&i=6667Cab and Chassis: Tilt Cab (DRW) 4x2 Battle Motors LNT LNT-21 https://www.myvendorlink.com/external/award?s=152477&i=67 68 Cab and Chassis: Tilt Cab (DRW) 4x2 Isuzu NPR-HD N3F1 https://www.myvendorlink.com/external/award?s=152477&i=68 69 Cab and Chassis: Tilt Cab (DRW) 4x2 Isuzu FTR Chassis MT1/G1 https://www.myvendorlink.com/external/award?s=152477&i=6970Cab and Chassis: Tilt Cab (DRW) 4x2 Kenworth K270 K270 https://www.myvendorlink.com/external/award?s=152477&i=70 71 Cab and Chassis: Tilt Cab (DRW) 4x2 Peterbilt 2201 220 https://www.myvendorlink.com/external/award?s=152477&i=71 76 Mobile Command Unit/Critical Response Unit Frontline Communications CRU-22 CRU-22 https://www.myvendorlink.com/external/award?s=152477&i=76 78 Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only)Battle Motors LET II LET II https://www.myvendorlink.com/external/award?s=152477&i=7880Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only)Mack Mack LR Electric Mack LR Electric https://www.myvendorlink.com/external/award?s=152477&i=80 81 Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only)Peterbilt 520EV 520EV https://www.myvendorlink.com/external/award?s=152477&i=81 82 Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only)Autocar ACX64 ACX64 https://www.myvendorlink.com/external/award?s=152477&i=8283Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only)Battle Motors LET2 LET2-44 https://www.myvendorlink.com/external/award?s=152477&i=83 85 Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only)Mack TE Series TE Series https://www.myvendorlink.com/external/award?s=152477&i=85 86 Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only)Peterbilt 520 520 https://www.myvendorlink.com/external/award?s=152477&i=8687Refuse Truck: Compact 9.5 Cubic Yds. Self-Loading Refuse Truck Broyhill TD3.6 TD3.6 https://www.myvendorlink.com/external/award?s=152477&i=87 88 Tactical Armored Vehicles Terradyne Gurkha MPV Gurkha MPV https://www.myvendorlink.com/external/award?s=152477&i=88 89 Terminal Tractor Autocar ACTT42 ACTT42 https://www.myvendorlink.com/external/award?s=152477&i=8990Terminal Tractor Kalmar Ottawa T2 71056 https://www.myvendorlink.com/external/award?s=152477&i=90 91 Terminal Tractor Kalmar Ottawa T2 4x2 Offroad 71055 https://www.myvendorlink.com/external/award?s=152477&i=91 92 Terminal Tractor Tico Pro-Spotter Pro-Spotter https://www.myvendorlink.com/external/award?s=152477&i=9293Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis StarTrans The Senator II Senator SII 22 https://www.myvendorlink.com/external/award?s=152477&i=9394Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis StarTrans The Senator II HD Senator HD 28 https://www.myvendorlink.com/external/award?s=152477&i=94 A. B. C. D. E. F. G. H. I. J. K. FSA Cooperative Purchasing Program FSA23-VEH21.0: Heavy Trucks & Buses Final Award Report 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 2/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 19 to 20 Passenger Capacity Range, Van-Type Cutaway Chassis Item:1, Endera, B-Series, B-Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Florida Transportation Systems, Inc. Creative Bus Sales, Inc. $310,740.00 $317,189.00 Build Build Options Options Northern Primary Alternate Florida Transportation Systems, Inc. Creative Bus Sales, Inc. $310,740.00 $317,189.00 Build Build Options Options Central Primary Alternate Florida Transportation Systems, Inc. Creative Bus Sales, Inc. $310,740.00 $317,189.00 Build Build Options Options Southern Primary Alternate Florida Transportation Systems, Inc. Creative Bus Sales, Inc. $310,740.00 $317,189.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 3/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Item:2, Bluebird, Vision Electric, Vision Electric Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$403,309.00 Build Options Northern Primary Florida Transportation Systems, Inc.$403,309.00 Build Options Central Primary Florida Transportation Systems, Inc.$403,309.00 Build Options Southern Primary Florida Transportation Systems, Inc.$403,309.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 4/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Item:3, Bluebird, All-American Electric, T3RE Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$421,854.00 Build Options Northern Primary Florida Transportation Systems, Inc.$421,854.00 Build Options Central Primary Florida Transportation Systems, Inc.$421,854.00 Build Options Southern Primary Florida Transportation Systems, Inc.$421,854.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 5/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Item:5, Phoenix Motorcars, Z600 Type A School Bus, Z600 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Northern Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Central Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Southern Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 6/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 44 To 80 Passenger Capacity Range, Commercial-Type Chassis Item:6, BYD, The Dreamer, Type D Electric School Bus Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Creative Bus Sales, Inc.$437,332.00 Build Options Northern Primary Creative Bus Sales, Inc.$437,332.00 Build Options Central Primary Creative Bus Sales, Inc.$437,332.00 Build Options Southern Primary Creative Bus Sales, Inc.$437,332.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 7/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Item:7, Endera, B-Series, B-Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$118,877.00 Build Options Northern Primary Florida Transportation Systems, Inc.$118,877.00 Build Options Central Primary Florida Transportation Systems, Inc.$118,877.00 Build Options Southern Primary Florida Transportation Systems, Inc.$118,877.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 8/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Item:8, Starcraft, Allstar, Allstar Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Creative Bus Sales, Inc.$79,085.00 Build Options Northern Primary Creative Bus Sales, Inc.$79,085.00 Build Options Central Primary Creative Bus Sales, Inc.$79,085.00 Build Options Southern Primary Creative Bus Sales, Inc.$79,085.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 9/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Item:93, StarTrans, The Senator II, Senator SII 22 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Northern Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Central Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Southern Primary Matthews Bus Alliance Inc.$102,622.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 10/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Item:9, Bluebird, Vision, Vision Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$143,750.00 Build Options Northern Primary Florida Transportation Systems, Inc.$143,450.00 Build Options Central Primary Florida Transportation Systems, Inc.$143,450.00 Build Options Southern Primary Florida Transportation Systems, Inc.$143,750.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 11/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Item:11, Starcraft, Allstar, Allstar Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Creative Bus Sales, Inc.$140,137.00 Build Options Northern Primary Creative Bus Sales, Inc.$140,137.00 Build Options Central Primary Creative Bus Sales, Inc.$140,137.00 Build Options Southern Primary Creative Bus Sales, Inc.$140,137.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 12/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Item:94, StarTrans, The Senator II HD, Senator HD 28 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Northern Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Central Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Southern Primary Matthews Bus Alliance Inc.$147,140.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 13/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 33 to 54 Passenger Capacity Range, Commercial-Type, Rear Engine Chassis Item:12, Bluebird, T3RE, T3RE Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$175,832.00 Build Options Northern Primary Florida Transportation Systems, Inc.$175,532.00 Build Options Central Primary Florida Transportation Systems, Inc.$175,532.00 Build Options Southern Primary Florida Transportation Systems, Inc.$175,832.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 14/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 36 to 52 Passenger Capacity Range, Commercial-Type, Front Engine Chassis Item:13, Bluebird, T3FE, T3FE Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$157,829.00 Build Northern Primary Florida Transportation Systems, Inc.$157,629.00 Build Central Primary Florida Transportation Systems, Inc.$157,629.00 Build Southern Primary Florida Transportation Systems, Inc.$157,829.00 Build 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 15/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Item:14, Kenworth, T680E, T680E Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $467,936.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $471,912.00 $500,286.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $471,912.00 $500,286.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 16/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Item:15, Peterbilt, 579EV, 579EV Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$516,074.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$516,074.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$516,074.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $484,000.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 17/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Item:16, Volvo, VNR, VNR Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $409,688.00 Build Options Northern Primary Nextran Truck Centers $409,688.00 Build Options Central Primary Nextran Truck Centers $409,688.00 Build Options Southern Primary Nextran Truck Centers $409,688.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 18/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2 Item:18, International, EMV, MV60E Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $272,000.00 Build Options Northern Primary Cumberland International Trucks of Florida $270,000.00 Build Options Central Primary Alternate Cumberland International Trucks of Florida Sun State International Trucks $270,000.00 $270,250.00 Build Build Options Options Southern Primary Rechtien International Trucks $270,677.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 19/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2 Item:19, Mack, MD7 Electric, MDe7 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $242,926.00 Build Options Northern Primary Nextran Truck Centers $242,926.00 Build Options Central Primary Nextran Truck Centers $242,926.00 Build Options Southern Primary Nextran Truck Centers $242,926.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 20/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 Item:20, Battle Motors, LNT, LNT Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $428,600.00 $437,500.00 $536,127.00 Build Build Build Options Options Options Northern Primary Alternate Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $426,600.00 $437,500.00 $536,127.00 Build Build Build Options Options Options Central Primary Alternate Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $437,500.00 $536,127.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. TRUCKMAX, INC. $423,600.00 $536,127.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 21/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 Item:21, Peterbilt, 220EV, 220 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$360,338.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$360,338.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$360,338.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $358,082.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 22/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:23, Ford, F-550 Crew Cab, W5G Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $60,305.00 $60,569.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $60,080.00 $60,359.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $59,855.00 $60,449.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $59,855.00 $60,594.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 23/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:24, Ford, F-550 Super Cab, X5G Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $59,905.00 $60,166.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $59,680.00 $59,956.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $59,455.00 $60,046.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $59,455.00 $60,191.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 24/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:25, Ford, F-600 Super Cab, F6K Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $61,492.00 $61,765.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $61,267.00 $61,555.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $61,042.00 $61,645.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $61,042.00 $61,790.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 25/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:26, Ford, F-550 Regular Cab, F5G Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Duval Ford LLC $58,437.00 Build Options Northern Primary Duval Ford LLC $58,227.00 Build Options Central Primary Duval Ford LLC $58,317.00 Build Options Southern Primary Duval Ford LLC $58,462.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 26/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:27, International, CV, 515 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $67,400.00 Build Options Northern Primary Cumberland International Trucks of Florida $66,400.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $66,275.00 $66,400.00 Build Build Options Options Southern Primary Rechtien International Trucks $66,373.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 27/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:28, Kenworth, T180, T180 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $95,559.00 Build Options Central Primary All Roads Kenworth, LLC.$95,909.00 Build Options Southern Primary All Roads Kenworth, LLC.$95,909.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 28/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:29, Peterbilt, 535, 535 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$104,352.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$104,352.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$104,352.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $106,067.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 29/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:31, Ford, F-550 Super Cab, X5H Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,665.00 $62,788.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,440.00 $62,578.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,215.00 $62,668.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,215.00 $62,813.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 30/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:32, Ford, F-550 Crew Cab, W5H Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,464.00 $63,752.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,239.00 $63,542.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,014.00 $63,632.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,014.00 $63,777.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 31/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:33, Ford, F-550 Regular Cab, F5H Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $60,810.00 $61,078.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $60,585.00 $60,868.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $60,360.00 $60,958.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $60,360.00 $61,103.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 32/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:34, Ford, F-600 Regular Cab, F6L Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $64,113.00 $64,406.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,888.00 $64,196.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,663.00 $64,286.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,663.00 $64,431.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 33/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:35, International, CV, 515 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $71,000.00 Build Options Northern Primary Cumberland International Trucks of Florida $69,995.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $69,875.00 $69,995.00 Build Build Options Options Southern Primary Rechtien International Trucks $70,178.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 34/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:36, Ford, F-650 Regular Cab, F6D Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $68,547.00 $70,751.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $67,547.00 $70,751.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $67,547.00 $70,751.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $67,547.00 $70,751.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 35/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:37, Freightliner, M2, 106 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate SBL Freightliner, LLC Tampa Truck Center $76,300.00 $77,529.00 Build Build Options Options Northern Primary Alternate SBL Freightliner, LLC Tampa Truck Center $76,900.00 $77,529.00 Build Build Options Options Central Primary Alternate SBL Freightliner, LLC Tampa Truck Center $76,300.00 $77,529.00 Build Build Options Options Southern Primary Alternate SBL Freightliner, LLC Tampa Truck Center $75,900.00 $77,529.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 36/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:38, Hino, L6, L6 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary TRUCKMAX, INC.$76,024.00 Build Options Northern Primary Alternate TRUCKMAX, INC. Nextran Truck Centers $76,024.00 $80,036.00 Build Build Options Options Central Primary TRUCKMAX, INC.$76,024.00 Build Options Southern Primary TRUCKMAX, INC.$76,024.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 37/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:39, International, MV, 607 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $80,500.00 Build Options Northern Primary Cumberland International Trucks of Florida $79,500.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $79,425.00 $79,500.00 Build Build Options Options Southern Primary Rechtien International Trucks $79,964.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 38/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:40, Kenworth, T280, T280 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $102,073.00 Build Options Central Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $97,413.00 $98,667.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $97,413.00 $98,667.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 39/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:41, Mack, MD6, MD6 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $83,676.00 Build Options Northern Primary Nextran Truck Centers $83,676.00 Build Options Central Primary Nextran Truck Centers $83,676.00 Build Options Southern Primary Nextran Truck Centers $83,676.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 40/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:42, Peterbilt, 536, 536 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$107,305.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$107,305.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$107,305.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $109,703.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 41/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:43, Ford, F-750 Regular Cab, F7D Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $70,163.00 $72,136.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $69,163.00 $72,136.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $69,163.00 $72,136.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $69,163.00 $72,136.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 42/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:44, Freightliner, M2, 106 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Tampa Truck Center Orlando Freightliner SBL Freightliner, LLC $77,329.00 $77,354.00 $77,500.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $77,074.00 $77,329.00 $77,900.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $76,774.00 $77,300.00 $77,329.00 Build Build Build Options Options Options Southern Primary Alternate Alternate SBL Freightliner, LLC Tampa Truck Center Orlando Freightliner $76,900.00 $77,329.00 $77,354.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 43/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:45, Hino, L7, L7 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary TRUCKMAX, INC.$79,255.00 Build Options Northern Primary Alternate TRUCKMAX, INC. Nextran Truck Centers $79,255.00 $81,939.00 Build Build Options Options Central Primary TRUCKMAX, INC.$79,255.00 Build Options Southern Primary TRUCKMAX, INC.$79,255.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 44/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:46, International, MV, 607 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $81,950.00 Build Options Northern Primary Cumberland International Trucks of Florida $80,950.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $80,875.00 $80,950.00 Build Build Options Options Southern Primary Rechtien International Trucks $81,255.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 45/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:47, Kenworth, T380, T380 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $102,925.00 Build Options Central Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $98,800.00 $101,463.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $98,800.00 $101,463.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 46/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:48, Mack, MD7, MD7 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $88,890.00 Build Options Northern Primary Nextran Truck Centers $88,890.00 Build Options Central Primary Nextran Truck Centers $88,890.00 Build Options Southern Primary Nextran Truck Centers $88,890.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 47/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:49, Peterbilt, 537, 537 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$111,720.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$111,720.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$111,720.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $115,029.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 48/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:50, Western Star, 47X, 47X Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Tampa Truck Center $107,400.00 Build Options Northern Primary Tampa Truck Center $107,400.00 Build Options Central Primary Tampa Truck Center $107,400.00 Build Options Southern Primary Tampa Truck Center $107,400.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 49/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:51, Freightliner, M2, 112 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate SBL Freightliner, LLC Tampa Truck Center Orlando Freightliner $107,300.00 $108,611.00 $110,490.00 Build Build Build Options Options Options Northern Primary Alternate Alternate SBL Freightliner, LLC Tampa Truck Center Orlando Freightliner $107,900.00 $108,611.00 $110,490.00 Build Build Build Options Options Options Central Primary Alternate Alternate SBL Freightliner, LLC Tampa Truck Center Orlando Freightliner $107,300.00 $108,611.00 $109,910.00 Build Build Build Options Options Options Southern Primary Alternate Alternate SBL Freightliner, LLC Tampa Truck Center Orlando Freightliner $105,900.00 $108,611.00 $110,490.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 50/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:52, International, HV, 613 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $115,850.00 Build Options Northern Primary Cumberland International Trucks of Florida $114,850.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $114,795.00 $114,850.00 Build Build Options Options Southern Primary Rechtien International Trucks $115,449.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 51/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:53, International, HX, 62F Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $132,500.00 Build Options Northern Primary Cumberland International Trucks of Florida $131,500.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $131,374.00 $131,500.00 Build Build Options Options Southern Primary Rechtien International Trucks $132,500.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 52/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:54, Kenworth, T880, T880 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $142,390.00 Build Options Central Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $142,158.00 $146,784.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $142,158.00 $146,784.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 53/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:55, Mack, AN or G Series, AN or G Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $130,462.00 Build Options Northern Primary Nextran Truck Centers $130,462.00 Build Options Central Primary Nextran Truck Centers $130,462.00 Build Options Southern Primary Nextran Truck Centers $130,462.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 54/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:56, Peterbilt, 567, 567 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$161,416.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$161,416.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$161,416.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $163,188.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 55/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:57, Volvo, V Series, V Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $131,706.00 Build Options Northern Primary Nextran Truck Centers $131,706.00 Build Options Central Primary Nextran Truck Centers $131,706.00 Build Options Southern Primary Nextran Truck Centers $131,706.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 56/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:58, Western Star, 47X, 47X Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Tampa Truck Center Orlando Freightliner $126,224.00 $128,566.00 Build Build Options Options Northern Primary Alternate Orlando Freightliner Tampa Truck Center $129.00 $126,224.00 Build Build Options Options Central Primary Alternate Tampa Truck Center Orlando Freightliner $126,224.00 $127,986.00 Build Build Options Options Southern Primary Alternate Tampa Truck Center Orlando Freightliner $126,244.00 $128,566.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 57/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:59, Freightliner, M2, 112 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $101,978.00 $102,400.00 $106,903.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $101,978.00 $103,400.00 $106,903.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $101,978.00 $102,400.00 $106,903.00 Build Build Build Options Options Options Southern Primary Alternate Alternate SBL Freightliner, LLC Orlando Freightliner Tampa Truck Center $101,200.00 $101,978.00 $106,903.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 58/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:60, International, HX, 62F Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $129,500.00 Build Options Northern Primary Cumberland International Trucks of Florida $128,500.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $128,437.00 $128,500.00 Build Build Options Options Southern Primary Rechtien International Trucks $128,917.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 59/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:61, International, HV, 613 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $115,000.00 Build Options Northern Primary Cumberland International Trucks of Florida $114,000.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $113,963.00 $114,000.00 Build Build Options Options Southern Primary Rechtien International Trucks $115,493.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 60/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:62, Kenworth, T880, T880 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Truckworx Kenworth $173,342.00 Build Options Northern Primary Kenworth of Jacksonville $146,040.00 Build Options Central Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $141,729.00 $142,927.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $141,729.00 $142,927.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 61/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:63, Mack, AN or G Series, AN or G Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $137,308.00 Build Options Northern Primary Nextran Truck Centers $137,308.00 Build Options Central Primary Nextran Truck Centers $137,308.00 Build Options Southern Primary Nextran Truck Centers $137,308.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 62/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:64, Peterbilt, 5671, 5671 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$161,015.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$161,015.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$161,015.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $165,308.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 63/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:65, Volvo, V Series, V Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $132,979.00 Build Options Northern Primary Nextran Truck Centers $132,979.00 Build Options Central Primary Nextran Truck Centers $132,979.00 Build Options Southern Primary Nextran Truck Centers $132,979.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 64/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:66, Western Star, 49X, 49X Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $123,930.00 $126,840.00 $144,599.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $123,930.00 $126,840.00 $144,599.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $123,350.00 $126,840.00 $144,599.00 Build Build Build Options Options Options Southern Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $123,930.00 $126,840.00 $137,599.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 65/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:67, Battle Motors, LNT, LNT-21 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. $174,741.00 $177,207.00 Build Build Options Options Northern Primary Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. $174,741.00 $177,207.00 Build Build Options Options Central Primary Container Systems & Equipment Co., Inc.$174,741.00 Build Options Southern Primary All Roads Kenworth, LLC.$177,207.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 66/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:68, Isuzu, NPR-HD, N3F1 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $48,136.00 $49,678.00 $52,014.00 Build Build Build Options Options Options Northern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $48,136.00 $49,678.00 $52,014.00 Build Build Build Options Options Options Central Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $48,136.00 $49,678.00 $52,014.00 Build Build Build Options Options Options Southern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $48,136.00 $49,678.00 $52,014.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 67/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:69, Isuzu, FTR Chassis, MT1/G1 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $75,915.00 $78,745.00 $81,075.00 Build Build Build Options Options Options Northern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $75,915.00 $78,745.00 $81,075.00 Build Build Build Options Options Options Central Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $75,915.00 $78,745.00 $81,075.00 Build Build Build Options Options Options Southern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $75,915.00 $78,745.00 $81,075.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 68/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:70, Kenworth, K270, K270 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $99,510.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $96,870.00 $99,516.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $96,870.00 $99,516.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 69/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:71, Peterbilt, 2201, 220 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$119,856.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$119,856.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$119,856.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $122,502.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 70/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Mobile Command Unit/Critical Response Unit Item:76, Frontline Communications, CRU-22, CRU-22 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Ten-8 Fire & Safety, LLC $340,095.00 Build Options Northern Primary Ten-8 Fire & Safety, LLC $340,095.00 Build Options Central Primary Ten-8 Fire & Safety, LLC $340,095.00 Build Options Southern Primary Ten-8 Fire & Safety, LLC $340,095.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 71/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:78, Battle Motors, LET II, LET II Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. TRUCKMAX, INC. $435,000.00 $466,590.00 $537,981.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. TRUCKMAX, INC. $435,000.00 $463,590.00 $537,981.00 Build Build Build Options Options Options Central Primary Alternate Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $435,000.00 $537,981.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. TRUCKMAX, INC. $460,590.00 $537,981.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 72/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:80, Mack, Mack LR Electric, Mack LR Electric Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $486,414.00 Build Options Northern Primary Nextran Truck Centers $486,414.00 Build Options Central Primary Nextran Truck Centers $486,414.00 Build Options Southern Primary Nextran Truck Centers $486,414.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 73/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:81, Peterbilt, 520EV, 520EV Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$513,746.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$513,746.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$513,746.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $509,545.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 74/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:82, Autocar, ACX64, ACX64 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Nacarato Trucks General Partnership Florida Kenworth, LLC $197,815.00 $206,413.00 $210,974.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Nacarato Trucks General Partnership Florida Kenworth, LLC $196,415.00 $206,413.00 $210,974.00 Build Build Build Options Options Options Central Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Nacarato Trucks General Partnership Florida Kenworth, LLC $194,915.00 $206,413.00 $209,974.00 Build Build Build Options Options Options Southern Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Nacarato Trucks General Partnership Florida Kenworth, LLC $194,215.00 $206,413.00 $209,974.00 Build Build Build Options Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 75/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:83, Battle Motors, LET2, LET2-44 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. TRUCKMAX, INC. $208,325.00 $209,939.00 $293,575.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. TRUCKMAX, INC. $208,325.00 $209,939.00 $293,575.00 Build Build Build Options Options Options Central Primary Alternate Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $208,325.00 $293,575.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. TRUCKMAX, INC. $209,939.00 $293,575.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 76/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:85, Mack, TE Series, TE Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $175,311.00 Build Options Northern Primary Nextran Truck Centers $175,311.00 Build Options Central Primary Nextran Truck Centers $175,311.00 Build Options Southern Primary Nextran Truck Centers $175,311.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 77/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:86, Peterbilt, 520, 520 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$206,815.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$206,815.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$206,815.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $209,896.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 78/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: Compact 9.5 Cubic Yds. Self-Loading Refuse Truck Item:87, Broyhill, TD3.6, TD3.6 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Broyhill Equipment LLC $244,183.00 Build Options Northern Primary Broyhill Equipment LLC $244,183.00 Build Options Central Primary Broyhill Equipment LLC $244,183.00 Build Options Southern Primary Broyhill Equipment LLC $244,183.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 79/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Tactical Armored Vehicles Item:88, Terradyne, Gurkha MPV, Gurkha MPV Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Terradyne Armored Vehicles Inc.$217,721.00 Build Options Northern Primary Terradyne Armored Vehicles Inc.$217,721.00 Build Options Central Primary Terradyne Armored Vehicles Inc.$218,221.00 Build Options Southern Primary Terradyne Armored Vehicles Inc.$218,721.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 80/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:89, Autocar, ACTT42, ACTT42 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Southern States ToyotaLift SBL Freightliner, LLC $142,995.00 $151,389.00 Build Build Options Options Northern Primary Alternate Southern States ToyotaLift SBL Freightliner, LLC $142,995.00 $151,389.00 Build Build Options Options Central Primary Alternate Southern States ToyotaLift SBL Freightliner, LLC $142,995.00 $149,389.00 Build Build Options Options Southern Primary SBL Freightliner, LLC $147,389.00 Build Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 81/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:90, Kalmar Ottawa, T2, 71056 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,341.00 $146,959.00 Build Build Options Options Northern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,240.00 $146,959.00 Build Build Options Options Central Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,442.00 $146,959.00 Build Build Options Options Southern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,643.00 $146,959.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 82/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:91, Kalmar Ottawa, T2 4x2 Oroad, 71055 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,551.00 $144,950.00 Build Build Options Options Northern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,450.00 $144,950.00 Build Build Options Options Central Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,652.00 $144,950.00 Build Build Options Options Southern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,853.00 $144,950.00 Build Build Options Options 10/4/23, 9:01 AM Award Report | VendorLink https://www.myvendorlink.com/internal/staff/awardzone 83/83 Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:92, Tico, Pro-Spotter, Pro-Spotter Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $141,106.00 $149,167.00 Build Build Options Options Northern Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $141,106.00 $149,167.00 Build Build Options Options Central Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $141,106.00 $149,167.00 Build Build Options Options Southern Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $141,106.00 $149,167.00 Build Build Options Options A. B. C. D. E. F. G. H. I. J. K. FSA Cooperative Purchasing Program FSA23-VEH21.0: Heavy Trucks & Buses How to Order A. B. C. D. E. F. G. H. I. J. K. FSA Cooperative Purchasing Program FSA23-VEH21.0: Heavy Trucks & Buses Awarded Vendor Contract Signature Pages Florida Sheriffs Association (FSA) has completed its 21st year of the cooperative purchasing heavy trucks contract. FSA is issuing the Notice of Final Award for contract FSA23-VEH21.0: Heavy Trucks & Buses that will be effective from October 1, 2023, through September 30, 2024. This year’s bid included 80 items. The contract will offer class 3-5 cab & chassis trucks and buses. The following pages are the submitted contract signature pages from the awarded vendors. The contract signature page is submitted within the Bidder Qualification Packet for the bid. By submitting a response to this Invitation to Bid and signing this form, the bidder declares that he or she has read, and the company understands, accepts and will comply with the terms, conditions and specifications of this bid and any addenda issued. The failure or omission to review this document shall in no way relieve the authorized agent of obligations with respect to this bid. The submission of a bid and signature below shall be taken as evidence of acceptance of the terms and conditions of this bid. The bidder further declares that no other persons other than the authorized agent herein named has any interest in this bid or in the contract to be taken, and that it is made without any connection with any other person or persons making proposal for the same article and is in all respects fair and without collusion or fraud. The bidder further declares that they have carefully examined the specifications and is thoroughly familiar with its provisions and with the quality, type and grade of materials required. The bidder further declares that they have provided a discount on all factory options included in this bid, and such discount will be included in all purchase orders. The contract signature page may be handwritten or signed digitally. The forms that contained a digital signature have been noted as such. FSA Contract Number Bidder Company Name CONTRACT SIGNATURE FORM By submitting a response to this Invitation to Bid and signing this form, the Bidder declares that he or she has read, and the company understands, accepts and will comply with the terms, conditions and specifications of this bid and any addenda issued. The failure or omission to review this document shall in no way relieve the authorized agent of obligations with respect to this bid. The submission of a bid and signature below shall be taken as evidence of acceptance of the terms and conditions of this bid. The Bidder further declares that no other persons other than the authorized agent herein named has any interest in this bid or in the contract to be taken, and that it is made without any connection with any other person or persons making proposal for the same article, and is in all respects fair and without collusion or fraud. The Bidder further declares that they have carefully examined the specifications and is thoroughly familiar with its provisions and with the quality, type and grade of materials required. The Bidder further declares that they have provided a discount on all factory options included in this bid, and such discount will be included in all purchase orders. The Bidder further declares that the company understands the financial responsibility associated with this bid as stated and further declares that it has the ability to meet the financial responsibility associated with this bid. The Bidder further declares that the company will furnish the items awarded for the price bid. FSA Contract Number Bidder Company Name Business Address Name of Authorized Agent Email address of authorized agent Signature Date 13 A. B. C. D. E. F. G. H. I. J. K. FSA Cooperative Purchasing Program FSA23-VEH21.0: Heavy Trucks & Buses Terms & Conditions FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 1 Table of Contents 1.0 GENERAL CONDITIONS .............................................................................................................. 5 1.01 BID CORRESPONDENCE ................................................................................................. 5 1.02 PURPOSE ....................................................................................................................... 5 1.03 TERM OF CONTRACT ..................................................................................................... 5 1.04 JURISDICTION ................................................................................................................ 5 1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER ......................................................... 5 1.06 FUNDING ....................................................................................................................... 6 1.07 CURRENCY ..................................................................................................................... 6 1.08 GENERAL DEFINITIONS .................................................................................................. 6 1.09 ELIGIBLE PURCHASERS OF CONTRACT .......................................................................... 8 1.10 LEGAL REQUIREMENTS ................................................................................................. 8 1.11 PATENTS & ROYALTIES .................................................................................................. 9 1.12 FEDERAL AND STATE STANDARDS ................................................................................ 9 1.13 UNDERWRITERS’ LABORATORIES ................................................................................. 9 1.14 AMERICANS WITH DISABILITIES ACT ............................................................................ 9 1.15 REASONABLE ACCOMMODATION ................................................................................ 9 1.16 DISADVANTAGED BUSINESSES ...................................................................................... 9 1.17 ANTI-DISCRIMINATION ............................................................................................... 10 1.18 BEST COMMERCIAL PRACTICES .................................................................................. 10 1.19 PUBLIC ENTITY CRIMES (PEC) ...................................................................................... 10 1.20 TAX EXEMPTION .......................................................................................................... 10 1.21 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT ................................................ 11 1.22 COMMUNICATIONS .................................................................................................... 11 1.23 CLARIFICATION AND ADDENDA .................................................................................. 11 1.24 SIGNED BID CONSIDERED AN OFFER .......................................................................... 12 1.25 ASSIGNMENT OF CONTRACT ...................................................................................... 12 1.26 TERMINATION OF PRODUCT LINE............................................................................... 12 1.27 DEMONSTRATION OF COMPETENCY .......................................................................... 12 1.28 VENDOR ABILITY TO PERFORM ................................................................................... 13 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 2 1.29 FINANCIAL RESPONSIBILITY ........................................................................................ 13 1.30 QUALITY AND SAFETY ................................................................................................. 13 1.31 NONCONFORMANCE .................................................................................................. 14 1.32 GRATUITIES ................................................................................................................. 14 1.33 TIE BIDS ....................................................................................................................... 14 1.34 RIGHT TO AUDIT .......................................................................................................... 14 1.35 LICENSES AND PERMITS .............................................................................................. 15 1.36 PERFORMANCE BONDS ............................................................................................... 15 1.37 ELIMINATION FROM CONSIDERATION ....................................................................... 15 1.38 INDEPENDENT PREPARATION ..................................................................................... 15 1.39 DEFAULT ...................................................................................................................... 16 1.40 PROTESTS AND ARBITRATION ..................................................................................... 16 1.41 NONPERFORMANCE ................................................................................................... 17 1.42 SEVERABILITY .............................................................................................................. 18 1.43 TERMINATION FOR CAUSE .......................................................................................... 18 1.44 TERMINATION WITHOUT CAUSE ................................................................................ 18 1.45 CONTRACT ADVERTISEMENT AND USE OF FSA LOGO ................................................ 19 2.0 BIDDER INSTRUCTIONS ........................................................................................................... 20 2.01 QUALIFICATION ........................................................................................................... 20 2.02 LICENSING AND FACILITIES ......................................................................................... 20 2.03 INSURANCE AND INDEMNIFICATION .......................................................................... 21 2.04 SPECIFICATIONS .......................................................................................................... 23 2.05 SEALED BIDS ................................................................................................................ 23 2.06 MISTAKES .................................................................................................................... 23 2.07 EXCEPTIONS ................................................................................................................ 23 2.08 EQUIVALENTS .............................................................................................................. 23 2.09 MANDATORY PRE-BID MEETING ................................................................................ 24 2.10 PRICES QUOTED – HEAVY TRUCKS AND BUSES AND EQUIPMENT INVITATIONS TO BID 24 2.11 PRICES QUOTED – PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATION TO BID ............................................................................................................................... 24 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 3 2.12 PURSUIT, ADMINISTRATIVE, AND OTHER VEHICLES CONTRACT COST-PLUS-PERCENT PRICING ....................................................................................................................... 25 2.13 OPTION PRICING – EQUIPMENT INVITATION TO BID ................................................. 26 2.14 OPTION PRICING – HEAVY TRUCKS AND BUSES AND PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATIONS TO BID ....................................................................... 27 2.15 EMERGENCY LIGHTS AND SIRENS ............................................................................... 28 2.16 BID SUBMISSION ......................................................................................................... 29 2.17 ZONE BIDDING ............................................................................................................ 30 2.18 EXECUTION OF BID ...................................................................................................... 30 2.19 MODIFICATION OR WITHDRAWALS OF BIDS .............................................................. 30 2.20 LATE BIDS .................................................................................................................... 30 2.21 BID OPENING ............................................................................................................... 30 2.22 DETERMINATION OF RESPONSIVENESS ...................................................................... 31 2.23 RESPONSIBLE BIDDER CRITERIA .................................................................................. 31 2.24 BASIS FOR AWARD ...................................................................................................... 31 2.25 BID TABULATIONS ....................................................................................................... 32 2.26 MINOR IRREGULARITIES/RIGHT TO REJECT ................................................................ 32 2.27 CONE OF SILENCE ........................................................................................................ 32 3.0 CONTRACT CONDITIONS ......................................................................................................... 33 3.01 GENERAL REQUIREMENTS .......................................................................................... 33 3.02 STATEMENT OF AUTHORITY ....................................................................................... 33 3.03 VENDOR CONTACT INFORMATION ............................................................................. 33 3.04 ADDITIONS OR DELETIONS.......................................................................................... 33 3.05 CONTRACT EXTENSION ............................................................................................... 33 3.06 PRICE ADJUSTMENT .................................................................................................... 34 3.07 CONDITIONS ................................................................................................................ 34 3.08 PRODUCTION CUTOFF ................................................................................................ 35 3.09 FACILITIES .................................................................................................................... 35 3.10 PURSUIT RATED VEHICLES & MOTORCYCLES ............................................................. 35 3.11 SPECIAL SERVICE VEHICLES ......................................................................................... 35 3.12 CAB AND CHASSIS PURCHASES ................................................................................... 35 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 4 3.13 FACTORY-INSTALLED OPTIONS ................................................................................... 35 3.14 VENDOR-INSTALLED OPTIONS .................................................................................... 36 3.15 NON-SCHEDULED OPTIONS ........................................................................................ 36 3.16 FORCE MAJEURE ......................................................................................................... 36 3.17 PURCHASE ORDERS ..................................................................................................... 36 3.18 REGISTRATION, TAG, AND TITLE ................................................................................. 37 3.19 DELIVERY ..................................................................................................................... 37 3.20 INSPECTION AND ACCEPTANCE .................................................................................. 38 3.21 INVOICING AND PAYMENTS........................................................................................ 38 3.22 WARRANTY.................................................................................................................. 39 3.23 QUARTERLY REPORTS ................................................................................................. 39 3.24 ADMINISTRATIVE FEE .................................................................................................. 39 3.25 LIQUIDATED DAMAGES ............................................................................................... 40 Appendix A: Zone Map .............................................................................................................. 42 Appendix B. Bid Calendar .......................................................................................................... 43 Appendix C: ACH Payments ...................................................................................................... 45 Appendix D: Federal Clauses ..................................................................................................... 46 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 5 1.0 GENERAL CONDITIONS 1.01 BID CORRESPONDENCE All correspondence regarding this bid should be directed to the Florida Sheriffs Association, “FSA”. Please be sure to reference the bid number and title and provide your contact information. Communication for this Invitation to Bid should be identified by contract number and title and directed to: Florida Sheriffs Association Attn: Cooperative Purchasing Program Coordinator 2617 Mahan Drive Tallahassee, FL 32308 E-mail: CPP@flsheriffs.org 1.02 PURPOSE The Florida Sheriffs Association invites interested Bidders, including manufacturers and dealers or authorized representatives to submit responses in accordance with these solicitation documents. The FSA Cooperative Purchasing Program will conduct the solicitation process and administer the resulting contract. The purpose of this bid is to establish contracts with manufacturers and manufacturer’s authorized dealers for contract terms specified under Section 1.03 for the purchase of items on a “no trade-in basis.” 1.03 TERM OF CONTRACT The term for Contracts FSA23-VEL31.0 Pursuit, Administrative and Other Vehicles and FSA23-VEH21.0 Heavy Trucks and Buses shall remain in effect for one year from date of contract execution by the FSA, and may be extended by mutual agreement, at the sole option and discretion of the FSA. The initial term of these contracts begins October 1, 2023, and ends September 30, 2024. The term for Contract FSA23-EQU21.0 Equipment shall remain in effect for two years from date of contract execution by the FSA, and may be extended by mutual agreement, at the sole option and discretion of the FSA. The initial term of this contract begins October 1, 2023, and ends September 30, 2025. Contract extensions will only be executed when the FSA determines, based on then-existing conditions, that it is in the best interest of the FSA and the purchasers to do so. 1.04 JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall lie in the appropriate court in and for Leon County, Florida. 1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER The Offices of the Sheriff in the State of Florida are constitutional offices of the State of Florida. Each has the authority either individually or collectively to execute contracts for all goods and services for the proper conduct of that office. Section 30.53, Florida Statutes, exempts the sheriffs’ offices from the provisions of the Florida Statute that would otherwise require sealed and competitive bidding procedures. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 6 The Office of the Sheriff is not required by law to accept the lowest priced proposal and may reject any or all of the proposals without recourse. Bidders are solely responsible for their own bid preparation costs and nothing in this solicitation in any way obligates the participating sheriffs’ offices for any payment for any activity or costs incurred by any Bidder in responding to this solicitation. 1.06 FUNDING In the case of certain purchasers, including state agencies, funds expended for the purposes of the contract must be appropriated by the Florida Legislature, the individual participating agency or the agency’s appropriating authority for each fiscal year included within the contract period. For such agencies, their performances and obligations to pay for products or services under any resulting contract, or purchase order, are contingent upon such an annual appropriation by the Legislature, individual agency or by the appropriating authority. Therefore, any contract or purchase order with such an agency shall automatically terminate without penalty or termination costs in the event of non-appropriation. 1.07 CURRENCY All transaction amounts, bids, quotes, provisions, payments or any part of this contract relating to currency are to be made in United States Dollars. 1.08 GENERAL DEFINITIONS The terms used in this contract are defined as the following: A. Base Specification: Written descriptions of the minimum requirements for each item or item group developed by the FSA CPP for Bidders to bid on. These item requirements may be unique to FSA CPP and require additional components to the manufacturer’s standard item. B. Bid System: The online forum used for the submission of bids and review of bid results for the specifications connected to this Invitation to Bid. VendorLink is the software used for this bid. C. Bidder: A bidder or enterprise that submits a formal bid to the Florida Sheriffs Association Cooperative Purchasing Program in accordance with the Florida Sheriffs Association Cooperative Purchasing Program Terms and Conditions. A bidder, that is not the manufacturer, must be authorized by the manufacturer to market and sell an item for which they are bidding. D. Build sheet: A document from the Bidder that confirms that the item submitted by Bidders meets or exceeds the FSA CPP Base Specification. Build sheets include, but are not limited to, the factory options list and door data plate information for vehicles that include details such as engine size and transmission, paint codes, production date, axle code, etc. E. Dealer: An enterprise authorized by the manufacturer to market, sell, provide, and service the items for the Florida Sheriffs Association Cooperative Purchasing Program. Dealers may be Vendor-owned and controlled, in whole or in part, or independently owned and controlled. F. End User: A term used to distinguish the person who ultimately uses or is intended to use a product or for whom a product is designed for use. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 7 G. Factory: Refers to the manufacturer produced products. H. Fleet Advisory Committee (committee): An employee of a sheriff’s office or other local governmental agency, or person who FSA CPP identifies as a subject matter expert who assists with the development of bid specifications and evaluation of bid responses. The committee makes recommendations to the FSA CPP and is not responsible for final awards. I. Florida Sheriffs Association Cooperative Purchasing Program (FSA CPP): The entity that administers the Invitation to Bid and contract administration functions for the resulting contract(s). J. Invitation to Bid: A competitive solicitation and award process established through the issuance of an invitation to Bidders, vendors, dealers and manufacturers to submit a price offer on a specific product to be provided. This term shall include the Bid Specifications available to Bidders on the Bid System and references to solicitation documents. The term shall not include requests for proposals, requests for quotes, requests for letters of interest, or the solicitation of purchase orders based on oral or written quotations. K. Manufacturer: The original producer or provider of items offered on this contract. L. Manufacturer’s Suggested Retail Price (MSRP): Manufacturer’s Suggested Retail Price (MSRP) represents the Manufacturer’s recommended retail selling price, list price, published list price, or other usual and customary price that would be paid by the purchaser. The following are acceptable sources of current MSRPs and MSRP Lists for use in submission of the bid solicitation and the resulting contract: a. Manufacturer’s Computer Printouts b. Chrome Systems, Inc.’s PC Carbook Plus and PC Carbook Fleet Edition c. Manufacturer’s Annual U.S. Price Book d. Manufacturer’s official website M. Non-Scheduled Option: Any optional new or unused component, feature or configuration that is not included or listed in the Base Specifications or options provided by the Vendor. N. Production Cutoff: A date used by manufacturers to notify vendors and dealers that the manufacturer has reached maximum capacity for orders or are discontinuing the production of an item. Vehicle manufacturers use this term when referring to any given model year for production. O. Published List Price: A standard “quantity of one” price currently available to government and educational purchasers, excluding cooperative or volume discounts. P. Purchase Order: A request for order from a purchaser to an awarded Vendor for an item that has been awarded on this contract. Purchase Orders placed using this contract formalize the terms and conditions of this contract under which a Vendor furnishes items to a purchaser. Q. Purchaser: A purchaser is an entity that seeks to obtain items awarded on this contract by meeting the eligible user criteria. R. Qualification Packet: This document contains the required forms, attestations, authorizations, and organizational information needed by Bidders to submit a successful and complete bid. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 8 S. Terms & Conditions: This document, which serves as the governing Invitation to Bid and contract for the identified FSA CPP Invitation to Bid and resulting contract(s). Standard regulations, processes, procedures, and compliance requirements are identified herein. Bidders complete a qualification packet during the bid process indicating they agree to comply with the Terms & Conditions, and that this will serve as a contract for both parties, should the Bidder(s) receive award. T. Third Party Supplier: Businesses external to a Bidder or Vendor that provide products and services which contribute to the overall finished item in this contract. Third Party Suppliers are contractors under the direction and responsibility of the Bidder or Vendor. U. Vendor: The Bidder(s) that receive award, who agree to provide the contract items that meet the requirements and Base Specifications of the contract. The Vendor must agree to the Terms & Conditions, which will serve as the governing contract. If the Vendor is not the manufacturer, the Vendor must be authorized by the manufacturer to market, sell, provide, and service all awarded items. V. Vendor Installed: A product or service provided by the Vendor or other third party; not the factory. 1.09 ELIGIBLE PURCHASERS OF CONTRACT Awarded bid contract prices, will be extended and guaranteed to the Florida Sheriffs Association, any unit of local government, political subdivision or agency of the State of Florida. This includes, but is not limited to counties, municipalities, sheriffs’ offices, clerks, property appraisers, tax collectors, supervisors of elections, school boards or districts, water management districts, other special districts, police and fire departments, emergency response units, state universities and colleges, or other state, local or regional government entities within the State of Florida. Eligible purchaser also includes all Eligible Users as defined in F.A.C. 60A-1.001(2). All purchasers are bound by applicable Federal and State law, local ordinances, rules and regulations for purchases made under this contract. Participating agencies cannot guarantee any order other than those ordered by the individual agency. In addition, awarded bids can be extended and guaranteed to other entities, which can include out-of-state sales, in accordance with Vendors’ individual manufacturers’ agreements. Vendors that wish to extend contract pricing to entities other than those defined here are governed by their manufacturers’ agreements and must agree to the Terms & Conditions. 1.10 LEGAL REQUIREMENTS Federal, State, and local laws, ordinances, rules and regulations, including any applicable motor vehicle dealer laws, that in any manner affect the items covered herein apply. Lack of knowledge by the Bidder of applicable legal requirements will in no way be a cause for relief from responsibility. Bidders have the option to certify that they are willing to accept purchase orders funded in whole or in part with federal funds. By opting in, Bidders certify that they are willing to comply with the requirements outlined in Appendix D upon receipt of a federally funded purchase order. This is not a requirement of the Invitation to Bid or contract. Bidders are not required to opt-in; however, they are required to indicate whether they will opt-in or opt- out of receiving federally funded purchase orders. FSA CPP has taken actions to provide and develop information, materials, and resources for Bidders, Vendors and purchasers that will assist in the use of federal funding with this FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 9 contract. It is the responsibility of the purchaser to determine compliance for each Vendor, if they wish to use federal funds for purchase or intend to request reimbursements using federal funds. 1.11 PATENTS & ROYALTIES The Bidder/Vendor, without exception, shall indemnify and hold harmless the Florida Sheriffs Association (FSA) and its employees from liability of any nature or kind, including costs and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the FSA or a purchaser. If the Bidder/Vendor uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the bid prices shall include all royalties or costs in any way arising, directly or indirectly, from the use of such design, device, or materials in any way involved in the work. 1.12 FEDERAL AND STATE STANDARDS It is the intent of FSA CPP that all specifications herein are in full and complete compliance with all Federal and State of Florida laws, requirements, and regulations applicable to the type and class of commodities and contractual services being provided. In addition, any applicable Federal or State legal or regulatory requirements that become effective during the term of the Terms & Conditions, regarding the items and services specifications, safety, and environmental requirements shall immediately become a part of the Terms & Conditions. The Vendor shall meet or exceed any such requirements of the laws and regulations. If an apparent conflict exists, the Vendor shall contact the FSA CPP immediately. 1.13 UNDERWRITERS’ LABORATORIES Unless otherwise stipulated in the bid, all manufactured items and fabricated assemblies shall be Underwriters’ Laboratories, or U.L., listed or re-examination listing where such has been established by U.L. for the item(s) offered and furnished. 1.14 AMERICANS WITH DISABILITIES ACT To request this material in accessible format, sign language interpreters, information on access for persons with disabilities, or any accommodation to review any document or participate in any FSA sponsored proceeding, please contact FSA Human Resources at (850) 877-2165 five business days in advance to initiate your request. TTY users may also call the Florida Relay Service at 711. 1.15 REASONABLE ACCOMMODATION In accordance with the Title II of the Americans with Disabilities Act, any person requiring an accommodation because of a disability at the bid opening must contact the FSA Human Resources at (850) 877-2165. 1.16 DISADVANTAGED BUSINESSES As part of the solicitation process FSA CPP makes information publicly available to potentially qualified entities, and conducts additional outreach to qualified: FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 10 • Small businesses, • Minority-owned small businesses, • Women-owned small business enterprises, and • Disadvantaged business enterprises. FSA CPP takes necessary affirmative steps to ensure that minority businesses, women’s business enterprises, and labor surplus area firms are used, when possible, as recommended by 2 C.F.R. § 200.321. FSA CPP will: • Evaluate whether small, minority, and women’s businesses are potential sources, • Place those qualified small and minority businesses and women’s business enterprises on solicitation lists, and • Search the Small Business Administration, Minority Business Development Agency, and Labor Surplus Area reports for additional potential sources. Bidders self-certify in the qualification packet whether they meet the state and federal definitions of a small business, minority-owned small business, women-owned small business enterprise, and disadvantaged business. 1.17 ANTI-DISCRIMINATION The Bidder certifies that they are in compliance as applicable by federal or state law with the non-discrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin. 1.18 BEST COMMERCIAL PRACTICES The apparent silence or omission of any description from the specifications shall be regarded as meaning that only the best commercial practices, size, and design are to be used. All workmanship is to be first quality. All interpretations of this specification shall be upon the basis of this statement. 1.19 PUBLIC ENTITY CRIMES (PEC) In accordance with the Public Entity Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of Management Services following a conviction for public entity crimes may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a vendor, supplier, sub-vendor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.20 TAX EXEMPTION Purchasers making a purchase pursuant to the awarded bid are generally exempt from Federal Excise and State Sales Tax. It is the responsibility of the Vendor to verify that the purchaser is exempt by obtaining the purchaser’s Federal Excise and State Taxes and Use Certificate Number. The Florida Sheriffs Association is a 501(c)3 organization and is exempt from all Federal Excise and State Taxes. The FSA State Sales Tax and Use Certificate Number is 85-8012646919C-3. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 11 1.21 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT In the event of conflict, the conflict may be resolved in the following order of priority (highest to lowest): • Addenda to Contract Terms & Conditions, if issued • Contract Conditions • General Conditions • Addenda to Bid Specifications, if issued • Bid Specifications • Bidder Instructions 1.22 COMMUNICATIONS Communications between a Bidder, lobbyist or consultant and FSA are limited to matters of process or procedure and shall be made in writing to the FSA CPP Staff. Bidders should not rely on representations, statements, or explanations other than those made in this Invitation to Bid or in any written addendum to this Invitation to Bid, and no oral representations, statements, or explanations shall be deemed to bind the FSA or eligible users. 1.23 CLARIFICATION AND ADDENDA Any questions or clarifications concerning the Invitation to Bid shall be submitted to FSA CPP by e-mail to CPP@flsheriffs.org with the bid title and number referenced on all correspondence. Final questions must be received by the date for Request for Clarification stated on the Bid Calendar. Questions and answers will be posted to the FSA CPP website on the date indicated on the Bid Calendar. Questions received during the cone of silence date listed on the bid calendar will not be addressed, except as provided herein. Interpretation of the specifications or any solicitation documents will not be made to the Bidder verbally, and if any verbal clarifications are provided, they are without legal effect. FSA CPP will make every attempt to e-mail updates to registered Bidders. However, posting to the FSA CPP website or the Bid System constitutes proper notice of addenda. The FSA CPP shall issue a Formal Addendum if substantial changes that impact the submission of bids are required. Any such addenda shall be binding on the Bidder and shall become a part of the solicitation document. In the event of conflict with the original specifications, addenda shall govern to the extent specified. Subsequent Formal Addenda shall govern over prior Formal Addenda only to the extent specified. The FSA will not be responsible for any explanation or interpretation made verbally or in writing except those made through the posting of a Formal Addendum. The bid submission constitutes acknowledgment of addenda to the Bid Specifications. Bids that fail to account for the specification addenda shall be determined to be nonresponsive; however, the FSA CPP may waive this requirement when in its best interest. After the start of the contract term, FSA CPP will notify all Vendors of any addenda and will require acknowledgement of the new terms and conditions. If the Vendor does not agree to the new terms and conditions, the Vendor’s award can be removed or replaced by another Vendor or qualified responsive bidder. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 12 1.24 SIGNED BID CONSIDERED AN OFFER The signed bid shall be considered an offer on the part of the Bidder, which offer shall be deemed accepted upon approval by the FSA CPP. The bid submission must be signed by an authorized representative. Submission of a bid in the FSA CPP Bid System constitutes a signed bid for purposes of bid evaluation. An electronic signature may be used and shall have the same force and effect as a written signature. 1.25 ASSIGNMENT OF CONTRACT No right or interest in this contract may be assigned, transferred, conveyed, sublet or otherwise disposed of, without prior written consent of the FSA CPP. If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor-in-interest must perform all obligations under this contract. FSA CPP reserves the right to reject the acquiring entity as Vendor. A change of name agreement will not change the contractual obligations of the Vendor. In the event a manufacturer reassigns the product line to an alternate company, the Vendor is required to notify the FSA CPP in writing of the change within 10 business days of the reassignment. If the Vendor is not already an approved FSA CPP Vendor, the alternate company is required to submit a Qualifications Packet to the FSA CPP to become an approved Vendor prior to conducting any qualified sales. FSA CPP may approve such assignments of existing or new vendors at its discretion. The Vendor is required to honor the contract pricing and all of the applicable Terms & Conditions throughout the remaining term of the contract. 1.26 TERMINATION OF PRODUCT LINE If a Vendor terminates a product line (manufacturer or brand), the Vendor is required to notify the FSA CPP within 10 business days of the decision not to retain the product line. FSA CPP may remove the terminated products from the contract. 1.27 DEMONSTRATION OF COMPETENCY Bidders must be able to demonstrate a good record of performance for a reasonable period of time, and have sufficient financial support, equipment and organization to ensure they can satisfactorily execute the services if awarded a contract under the terms and conditions herein stated. The terms "equipment” and “organization" as used herein shall be construed to mean a fully equipped and well- established company in line with the best business practices in the industry and as determined by the FSA CPP. The FSA CPP may consider any evidence available and may require submission of supporting documentation regarding the financial, technical and other qualifications and abilities of a Bidder, including past performance with the FSA CPP in making the award. FSA CPP may inspect the Bidder's facility prior to the award of contract. Bids will only be considered from firms which are regularly engaged in the business of providing the goods or services described in this Invitation to Bid. Information submitted in the bid may not be plagiarized and, except in the case of materials quoted from this solicitation or developed by the manufacturer, must be the original work of the individual or company that submits the bid for evaluation. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 13 1.28 VENDOR ABILITY TO PERFORM The FSA CPP may require Bidders to show proof that they have been designated as authorized representatives of a manufacturer or supplier, which is the actual source of supply. In these instances, the FSA CPP may also require information from the source of supply regarding the quality, packaging and characteristics of the products. Any conflicts between this material information provided by the source of supply and the information contained in the bid submission may render the bid nonresponsive. During the contract period, FSA CPP may review the Vendor’s record of performance and may require submission of supporting documentation to ensure that the Vendor is providing sufficient financial support, equipment and organization. If the FSA CPP determines that the Vendor no longer possesses the financial support, equipment and organization in order to comply with this section, FSA has the authority to immediately terminate the contract. By responding to this Invitation to Bid, the Vendor warrants that, to the best of his or her knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Vendor’s ability to satisfy the obligations of a resulting contract. The Vendor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statues, or on any similar list maintained by any other state or the federal government. The Vendor shall immediately notify the FSA CPP and purchaser in writing if its ability to perform is compromised in any manner during the term of the contract. 1.29 FINANCIAL RESPONSIBILITY Bidder affirms by the submission of the bid and by signature on the contract signature form that the Bidder: • Has fully read and understands the scope, nature, and quality of work to be performed or the services to be rendered under this bid and has adequate facilities and personnel to fulfill such requirements. • Accepts the financial responsibility associated with this bid and declares that they have the access to capital (in the form of liquidity or credit lines) in order to meet the financial demands of such award. • Has assessed the financial responsibility required to serve the contract as bid, including such details as the obligations to perform all items bid, zones bid, and quantities that could be ordered, as well as timing of payment from purchasers, which can be 45 calendar days from receipt of invoice. 1.30 QUALITY AND SAFETY All materials used for the manufacture or construction of any supplies, materials or equipment covered by this bid shall be new. The items bid must be new, the latest model, of the best quality, and highest-grade workmanship that meet or exceed federal safety standards. Items requiring certification should require certification of options in cases where non-certified options could result in the decertification of the original product or warranty. In all cases where options are not certified, the Vendor must disclose to the end user that the non-certified options are not required to be certified. All options must meet or exceed federal safety standards. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 14 1.31 NONCONFORMANCE Items may be tested for conformance with specifications. Items delivered that do not conform to specifications may be rejected and returned at the Vendor's expense. Any violation of these stipulations may also result in: • Vendor's name being removed from the awarded vendor list. • FSA and purchasers being advised not to do business with Vendor. 1.32 GRATUITIES Bidders shall not offer any gratuities, favors, or anything of monetary value to any official, employee, or agent of the FSA, for the purpose of influencing consideration of this bid. Bidders shall disclose in writing any conflicts of interest to FSA prior to any award, or as soon as practicable after learning of any such conflict, including any contractual or employment relationships with FSA or potential purchasers of Bidders’ products or services. 1.33 TIE BIDS FSA CPP has the right to award multiple Bidders the primary or alternate award in the event of a tie. In the event the FSA CPP desires to break tie bids, and businesses have qualifying drug-free work programs, the award will be made using the following criteria: • Bidder within the State of Florida • Vendors’ performance record with purchasers • Coin Toss 1.34 RIGHT TO AUDIT Vendor shall establish and maintain a reasonable accounting system that enables FSA CPP to readily identify Vendor’s sales. FSA CPP and its authorized representatives shall have the right to audit and to make copies of all related records pertaining to this contract, including all government sales and eligible user information, whether kept by or under the control of the Vendor, including, but not limited to those kept by its employees, agents, assigns, successors, sub-vendors, or third-party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to: • Accounting records, including but not limited to purchase orders, confirmation of orders or invoices, paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; • Subcontract files (including proposals of successful and unsuccessful Bidders, bid recaps, etc.); • Original estimates, quotes, or work sheets; • Contract amendments and change order files; • Insurance documents; or • Memoranda or correspondence. Vendor shall maintain such records during the term of this contract and for a period of three (3) years after the completion of this contract. At the Vendor’s expense and upon written notice from FSA CPP, the Vendor shall provide such records for inspection and audit by FSA CPP or its authorized representatives. Such records shall be made available to FSA CPP during normal business hours within three business days of receipt of the written notice. FSA CPP may select the Vendor’s place of business or offsite location for the audit. The FSA CPP may also request the Vendor provide requested records via e-mail. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 15 Vendor shall ensure FSA has these rights with Vendor’s employees, agents, assigns, successors, and third-party suppliers, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Vendor and any sub-vendors to the extent that those subcontracts or agreements relate to fulfillment of the Vendor’s obligations to FSA. Professional fees, personnel costs and travel costs incurred by FSA under its authority to audit and not addressed elsewhere will be the responsibility of the FSA. However, if the audit identifies underreporting, overpricing or overcharges (of any nature) by the Vendor to FSA or a purchaser in excess of three percent (3%) of the total contract billings, the Vendor shall reimburse FSA for the total costs of the audit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, FSA may recoup all the costs of the audit work from the Vendor. Any adjustments or payments that must be made as a result of any such audit or inspection of the Vendor’s invoices or records shall be made within a reasonable amount of time (not to exceed 60 calendar days) from presentation of FSA’s findings to Vendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results. 1.35 LICENSES AND PERMITS The Bidder shall obtain and pay for all licenses, permits and inspection fees for this bid submission and any resulting contract. Where Vendors are required to enter or go onto FSA or purchaser property to deliver materials or perform work or services as a result of a bid award, the Vendor will assume the full duty, obligation and expense of obtaining all necessary licenses, permits and insurance. The Bidder must, by the time of award, be registered to do business in the State of Florida on SunBiz.gov. 1.36 PERFORMANCE BONDS Purchasers may request a performance bond from a Vendor. Performance bonds are recommended with pre- payment and will be at the expense of the requesting agency. Purchasers should determine the best practice in comparing performance bond expense against any prior discounts that may be available. 1.37 ELIMINATION FROM CONSIDERATION This Invitation to Bid shall not be awarded to any person or Bidder who has outstanding debts to the FSA, whether in relation to current or previous bid awards or for other business purposes. 1.38 INDEPENDENT PREPARATION A Bidder shall not, directly or indirectly, collude, consult, communicate or agree with any other Bidder as to any matter related to the bid each is submitting. Additionally, a Bidder shall not induce any other Bidder to modify, withdraw, submit, or not submit a bid. Bidders or Vendors who are found to have engaged in these acts will be considered nonresponsive and will be suspended or barred from bid participation. Any contract award resulting from these acts may be terminated for FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 16 default. Further, any such acts detected by the FSA may be reported to relevant law enforcement and/or prosecutorial agencies. Bidders may submit multiple bids without violating this provision if the bid submitted is not from the same manufacturer and product line. Dealers that share the same ownership may submit multiple bids without violating this provision if the Bidders are not in the same region featuring the same manufacturer and product line. 1.39 DEFAULT In case of default on the part of Vendor, the FSA CPP may take necessary steps to otherwise procure the products sought, including but not limited to procuring the products or services from the next highest ranked Bidder or from other sources. A defaulting Vendor may be held liable for costs incurred by the FSA in procuring replacement products. 1.40 PROTESTS AND ARBITRATION Any person who is adversely affected by the decision or intended decision to award shall file a “Notice of Protest” in writing to the FSA CPP within three (3) business days after the posting of the Intent to Award and shall file a formal written protest within five (5) business days after filing the Notice of Protest. Failure to file both a notice of protest and a formal written protest within the above referenced timelines shall constitute a waiver of proceedings. The burden is on the party protesting the award of the bid to establish grounds for invalidating the award(s). The formal written protest must state with particularity the facts and law upon which the protest is based. Options are for informational purposes only and will not serve as a basis for protest. Failure to do so will result in a denial of protest. Formal written protest which states with particularity the facts and law upon which the protest is based will be reviewed by FSA legal counsel for legal soundness and validity, and corrective action will be taken as needed contingent upon the validity of such claims. However, any additional time required and cost incurred by the FSA to substantiate a protesting party’s claim(s) beyond the normal scope of its legal review due to the vague or inconclusive nature of the protesting party’s filing will be reimbursable to the FSA and deducted from the protesting party’s bond or security which must accompany their filing. Any Bidder who files an action protesting a decision or intended decision pertaining to this contract shall post a bond, cashier’s check or money order payable to the Florida Sheriffs Association in the amount equal to ten percent of the item being protested. The bond, cashier’s check or money order must be filed at the time of filing the formal written protest or within the five (5) business day period allowed for filing the formal written protest. FSA CPP will provide the amount required within two (2) business days of the notice of protest received. This bond or security will be conditioned upon the payment of all costs which may be adjudged against the protesting party in a court of law and/or to reimburse the FSA for additional legal expenses incurred and required to substantiate the protesting party’s claim(s). Failure to post the bond or security requirement within the time allowed for filing will result in a denial of protest. The filing of the protest shall not stay the implementation of the bid award by the Florida Sheriffs Association. Should the unsuccessful Bidder(s) decide to appeal the decision of the FSA, they shall file a notice to FSA CPP within three (3) business days of the FSA bid protest decision regarding their intent to request arbitration. A demand for arbitration with the American Arbitration Association’s (AAA) commercial panel under its rules and regulations must be made within ten (10) business days of the FSA bid protest decision. Any person who files for an arbitration with the AAA shall post with the Florida Sheriffs Association at the time of filing the formal written arbitration request, a bond, cashier’s check or money order payable to the Florida Sheriffs Association in the FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 17 amount equal to ten percent of the product line being protested. This amount will be the same amount as the FSA CPP provided at the time of filing the initial protest. Failure to provide written notice to FSA CPP, file a demand for arbitration with the AAA, or failure to post the required bond and security requirement within the specified timelines shall constitute a waiver of arbitration proceedings. By responding to this procurement, the Bidder expressly agrees to the use of mandatory binding arbitration to resolve any appeals of the decision of the FSA, and any claims arising from or in any way relating to the procurement process, and expressly waives any and all rights that it may otherwise have to pursue such claims in any other forum, judicial or otherwise. If the party filing for arbitration does not prevail, it shall pay all costs, legal expenses and attorney fees of the prevailing party incurred in connection with the arbitration. However, if the filing party prevails, the parties shall share equally the fees and expenses of the arbitration and AAA and each shall bear the cost of their own attorney fees. The filing for arbitration shall not stay the implementation of the bid award by the Florida Sheriffs Association. 1.41 NONPERFORMANCE By virtue of the bid submission, Bidder acknowledges its obligation to sell items in all zones for which it is awarded. Upon award, failure of the Vendor to comply with these requirements may result in the imposition of liquidated damages of up to $1,000 per item, which amount the Vendor agrees is reasonable, or probation, suspension, termination or a combination thereof from current and future bids at the FSA CPP’s discretion. The Vendor shall at all times during the contract term remain responsive and responsible. In determining Vendor’s responsibility, the FSA CPP shall consider all information or evidence that demonstrates the Vendor’s ability or willingness to fully satisfy the requirements of the Terms & Conditions. Vendors that are not in compliance with any of the provisions of this contract can be assessed liquidated damages, suspended or terminated from the contract. The FSA CPP at its sole discretion may remove a noncompliant Vendor from future competitive bid solicitations; or take other actions including suspension from the contract until compliance issues are resolved, limit current or future vendor participation by items or zones, or other actions as determined by FSA CPP at its sole discretion. At FSA CPP’s discretion, Vendors may be required to develop corrective action plans to address contract compliance. Failure to abide by corrective action plans will result termination from the existing contract and future competitive bid solicitations at the discretion of the FSA CPP. In situations where there is evidence that the Vendor has engaged in egregious breaches of the contract with respect to either the FSA CPP and/or the purchaser, the contract can be terminated and the Vendor will be removed from future solicitations for a period of up to three (3) years, or a permanent ban from the bid process at the sole discretion of FSA CPP. Specific conditions for termination include, but are not limited to; failure to perform, refusal to accept orders during the contract period while manufacturer orders are still being accepted for current model year or the new year if the vehicle is price protected by the factory, charging amounts exceeding MSRP on factory or Vendor installed items and packages, requiring the purchase of additional options over and above the base vehicle as a condition of acceptance of order, providing aftermarket options where factory options are available without the consent of the purchaser, any misrepresentation of optional equipment or service as being factory that fails to meet the definition as described in this document, and any other practice deemed to be inconsistent with the intent of the contract. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 18 Any Vendor presented with a valid Purchase Order consistent with Vendor bid quotes or other agreed upon terms and pricing is required by this contract to accept such purchase order and deliver the product. Purchase Orders must be fulfilled whether or not the Purchase Order includes options. The Vendor must deliver this product in accordance with the Terms & Conditions – regardless of whether doing so will provide the Vendor with a profit or loss. Failure to deliver the item may result in the purchaser seeking damages for the difference of cost to issue a new Purchase Order with another Vendor plus any legal fees and damages that may be incurred in the process to facilitate a completed order. Additionally, FSA CPP may seek damages for nonpayment of administrative fees, to which FSA CPP is entitled, according to Section 3.28, and any attorney’s fees incurred in the recovery of these damages. 1.42 SEVERABILITY In the event any provision of this contract is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the contract, which shall remain in full force and effect and enforceable in accordance with its terms. 1.43 TERMINATION FOR CAUSE If through any cause within the reasonable control of the Vendor, it shall fail to fulfill in a timely manner, or otherwise violate any of the terms of this contract, the FSA CPP shall have the right to terminate the services remaining to be performed. Written notice of the deficiencies shall be given to the Vendor and unless the deficiencies are corrected within 10 business days, the contract may be terminated for cause immediately. The right to exercise the option to terminate for cause shall be in the sole discretion of the FSA CPP, and the failure to exercise such right shall not be deemed to constitute a waiver of this right. In the event of a termination for cause, the purchaser shall compensate the successful Bidder in accordance with the contract for all services performed by the successful Bidder prior to termination, net of any costs incurred by the purchaser and FSA as a consequence of the default. Notwithstanding the above, the Vendor shall not be relieved of liability to the FSA for damages sustained by the FSA by virtue of any breach of the contract by the Vendor, and the FSA CPP may reasonably withhold payments to the Vendor for the purposes of offset until such time as the exact amount of damages due the FSA from the Vendor is determined. 1.44 TERMINATION WITHOUT CAUSE The FSA CPP can terminate the contract in whole or part without cause by giving written notice to the Vendor of such termination, which shall become effective 30 calendar days following receipt by Vendor of such notice. In the event of a termination without cause, all finished or unfinished documents and other materials shall be properly delivered to the FSA CPP. The Vendor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the contract, if any. The Vendor shall not be entitled to recover any lost profits that the Vendor expected to earn on the balance of the contract or cancellation charges. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 19 Any payments to the Vendor shall be only to the total extent of the purchaser liability for goods or services delivered prior to the date of notice to terminate the contract. 1.45 CONTRACT ADVERTISEMENT AND USE OF FSA LOGO The FSA logo is an official logo of the Florida Sheriffs Association designed to promote the program. The logo may be used by Vendors in accordance with this policy. Use of the logo is limited to the original version received from the FSA. Modifications are not permitted. Methods of use include, but are not limited to: • Electronic mediums such as websites, digital marketing campaigns, social media and e-mail; or • Print media such as forms, marketing campaigns, business cards, posters, banners, brochures, flyers and postcards. Vendors may request use of the logo by contacting cpp@flsheriffs.org, and should include a brief description of how the Vendor intends to use the logo. The official FSA sheriff's star and wreath logo may not be used without prior written permission. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 20 2.0 BIDDER INSTRUCTIONS 2.01 QUALIFICATION Bidders are required to complete the qualification packet as part of the bid submission. A Bidder becomes a qualified bidder if they comply with this section and Section 2.11, Mandatory Pre-Bid Meeting. Qualification Packet information required for bid qualification include: • Qualification form o Contact Information o Business Profile o References o Disqualifications & Defaults o Warranty Service Plan Attestation o Emergency Technician Attestation • Compliance Attestations o E-Verify o Drug-Free Workplace o Workers Compensation o Compliance with Applicable Federal, State, and Local Laws and Ordinances • Federal Compliance • If willing to comply with the requirements applicable to federally funded purchase orders, Federal Compliance Certifications o Certification Regarding Debarment and Suspension o Certification Regarding Lobbying • Contract Signature Form • Insurance Checklist o Certificates of Insurance due five days prior to award The qualification packet is located on the Bid System. 2.02 LICENSING AND FACILITIES Bidders are required to obtain all required licenses, including any applicable motor vehicle dealer licenses, and registrations, and comply with all applicable Federal, State, and local laws and ordinances, including any applicable motor vehicle dealer laws, in order to bid on any motor vehicle. Bidders must maintain a repair facility within the State of Florida to provide warranty service for the items bid. If Bidders do not have a facility, the Bidder must be able to assist purchasers in obtaining warranty work as authorized by the manufacturer. If a Bidder does not maintain a facility within the State of Florida, the Bidder must have a plan as to how the Bidder would service Florida purchasers if awarded the contract. This warranty service plan must demonstrate that the warranty work will be timely and satisfactorily performed and should include: • Whether the warranty service provider is approved by the manufacturer; • If the Bidder plans to contract out for service, a copy of the service agreement; and • Zone specific service plans to include: o Response time to initial call from purchaser, FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 21 o Number of personnel available to service the contract, o Qualifications of personnel providing warranty work, and o Any additional information that would detail how warranty service would be provided. The sufficiency of the Warranty Service Plan may be evaluated by the FSA CPP. The FSA CPP reserves the right to request additional information from a Bidder regarding the facility during the solicitation and the term of the contract, if awarded. The FSA CPP may also exercise discretion in examining such facility as deemed necessary. 2.03 INSURANCE AND INDEMNIFICATION Bidder/Vendor shall be fully liable for the actions of its agents, employees, partners, or third party suppliers and shall fully indemnify, defend, and hold harmless the Florida Sheriffs Association, the participating agencies, and their officers, agents, and employees from suits, actions, damages, and costs of every name and description, including legal counsels’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Bidder/Vendor, its agents, employees, partners, or third party suppliers; provided, however, that the Bidder/Vendor shall not indemnify for that portion of any loss or damages resulting directly from the negligent acts or omissions of the Florida Sheriffs Association and participating agencies or proximately caused by intentional wrongful acts or omissions of the Florida Sheriffs Association and participating agencies. The Florida Sheriffs Association and/or participating agencies shall give the Bidder/Vendor (2) the opportunity to take over and settle or defend any such action at Bidder’s/Vendor’s sole expense. When reasonable, the Florida Sheriffs Association will give the Bidder/Vendor written notice of an action or threatened action. Bidder/Vendor shall not be liable for any unreasonable cost, expense or compromise incurred by the Florida Sheriffs Association, or participating agencies, in any legal action without Bidder’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Insurance Checklist summarizes the Bidder’s/Vendor’s insurance coverage obligations, if awarded. Certificates of Insurance, evidencing such coverages and endorsements as required herein, shall be provided no later than five (5) business days prior to the contract award date. The Vendor may not begin performance under the contract until such Certificates have been approved by the FSA CPP. The certificate must state Bid Number and Title. FSA must be named as an additional insured for the duration of the contract. The Vendor shall maintain comprehensive general liability insurance and general aggregate insurance in the amount and coverage levels specified on the Insurance Checklist. The Vendor shall specifically and distinctly assume, and does so assume, all risks of damage or injury to property or persons used or employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from any action or operation under the contract or in connection with the work. It is understood and agreed that at all times the Vendor is acting as an independent contractor. The Vendor shall be responsible for the work and every part thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular contract. The Vendor at all times during the full duration of work under this contract, including extra work in connection with this contract, shall meet the requirements of this section. The Vendor shall maintain automobile liability insurance including property damage covering all owned, non- owned, hired and scheduled automobiles, when used in connection with the delivery or service of this contract. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 22 The Vendor shall maintain insurance to cover garage operations in the amount specified on the Insurance Checklist when the garage is used to complete work on this contract. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and these companies must have a rating of B+ or better per the AM Best Rating. FSA CPP required insurance coverages must be maintained through the duration of the contract. Upon expiration of the required insurance, the Vendor must email updated certificates of insurance for as long a period as any work is still in progress. No change or cancellation in insurance shall be made without 30 calendar days written notice to the FSA CPP. It is understood and agreed that all policies of insurance provided by the Vendor are primary coverage to any insurance or self-insurance the FSA possesses that may apply to a loss resulting from the work performed in this contract. All policies issued to cover the insurance requirements herein shall provide full coverage from the first dollar of exposure. The liability insurance coverage shall extend to and include the following contractual indemnity and hold harmless agreement: The Vendor hereby agrees to indemnify and hold harmless the FSA, a 501(c)3, its officers, agents, and employees from all claims for bodily injuries to the public and for all damages to the property per the insurance requirement under the specifications including costs of investigation, all expenses of litigation, including reasonable legal counsel fees and the cost of appeals arising out of any such claims or suits because of any and all acts of omission or commission of any by the Vendor, his agents, servants, or employees, or through the mere existence of the project under contract. The foregoing indemnity agreement shall apply to any and all claims and suits other than claims and suits arising out of the sole and exclusive negligence of the FSA, its officers, agents, and employees, as determined by a court of competent jurisdiction. The Vendor will notify the insurance agent without delay of the existence of the Hold Harmless Agreement contained within this contract and furnish a copy of the Hold Harmless Agreement to the insurance agent and carrier. The Vendor will obtain and maintain contractual liability insurance in adequate limits for the sole purpose of protecting the FSA under the Hold Harmless Agreement from any and all claims arising out of this contractual operation. The Vendor will secure and maintain policies of third-party suppliers. All policies shall be made available to the FSA upon demand. Compliance by the Vendor and all third-party suppliers with the foregoing requirements as to carrying insurance and furnishing copies of the insurance policies shall not relieve the Vendor and all third-party suppliers of their liabilities and obligations under any section or provisions of this contract. Vendor shall be as fully responsible to the FSA for the acts and omissions of the third-party suppliers and of persons employed by them as they are for acts and omissions of persons directly employed by the Vendor. The FSA can request, and the Vendor shall furnish proof of insurance within seven (7) calendar days of receipt of the written request from FSA. Should the Vendor fail to provide acceptable evidence of current insurance during the contract term, the FSA CPP shall have the right to consider the contract breached and justifying the FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 23 termination thereof. If Bidder does not meet the insurance requirements; the FSA may consider alternate insurance coverage. 2.04 SPECIFICATIONS All items covered by this Invitation to Bid and any resulting contract, and the specifications shall be the manufacturer’s current basic production model, and shall, as a minimum, be equipped with all standard factory equipment in accordance with the manufacturer’s latest literature unless otherwise noted in the Bid System or FSA CPP item group specification. The Base Item Specifications are contained in the FSA CPP Bid System, may be requested from FSA CPP, and are retained within FSA CPP’s archive. As part of the bid submission, Bidders will be required to provide confirmation that the item bid meets the FSA CPP Base Specification. FSA CPP may reject bids that fail to provide confirmation that the item(s) bid meet the FSA CPP Bid Specifications. FSA CPP develops the specifications with subject matter experts and publicly available information. However, FSA CPP does not have access to full details from the manufacturer and relies on Bidders to assist in this process. Bidders should immediately notify the FSA CPP of any inaccuracies in the specifications. All notifications of inaccuracies must be in writing. If awarded a contract, Vendor(s) must offer and supply an item that either meets or exceeds all the requirements included in the applicable Bid Specifications, unless a purchaser specifically issues a Purchase Order for a base item and Option that differs from the Base Specifications. Failure of a Bidder to comply with these provisions will result in Bidders being held responsible for all costs required to bring the item into compliance with the contract specifications. 2.05 SEALED BIDS For purposes of this solicitation, a sealed bid is considered a bid submitted using the FSA CPP Bid System. 2.06 MISTAKES Bidders are expected to examine the Base Item specifications, delivery schedules, bid prices and all information pertaining to servicing this contract before submitting a bid. Failure to do so will be at the Bidder's risk. 2.07 EXCEPTIONS Any requested exceptions, deviations, or contingencies a Bidder may have to the Terms & Conditions must be documented in Bidder’s submission. Exceptions to the Base Specifications at the time of the bid submission shall reference the item number, make and model. FSA CPP has the discretion to grant or deny, in whole or in part, the Bidder’s requested exception, deviation or contingency to the specifications or Terms &Conditions. Bidder acknowledges that the bid may be disqualified if FSA CPP rejects the proposed exceptions. 2.08 EQUIVALENTS Prior to the opening of the Bid System, Bidders may request item equivalents. The Bidder must submit the manufacturer name and model number (or product identifier) of each equivalent requested to FSA CPP. Complete, FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 24 descriptive, technical literature should demonstrate that the equivalent conforms with specification. If a bid uses equivalents without prior approval, the bid may be disqualified. 2.09 MANDATORY PRE-BID MEETING Prospective Bidders are required to attend or participate in the mandatory Pre-Bid Meeting. The Pre-Bid Meeting is designed for vendors, the Fleet Advisory Committee and the FSA CPP to clarify questions on the Terms & Conditions and to confirm all Base Item specifications. Questions relating to the items, specifications, the bid process, or award can be asked at the Pre-Bid Meeting. Bidders have the opportunity to suggest technical modifications or corrections before the Base Item specifications are finalized. FSA CPP reserves the right to grant attendance exceptions to the mandatory meeting if the Bidder has requested authorization, agrees in writing to meet all the Terms & Conditions without exception and further waives their right to protest the bid process in its entirety or any portion thereof. 2.10 PRICES QUOTED – HEAVY TRUCKS AND BUSES AND EQUIPMENT INVITATIONS TO BID Items and options should reflect the most complete price and be below MSRP and at a minimum should cover the cost of the item or option bid. Prices quoted in the bid submission should reflect the final amount the Bidder can expect to receive for payment for the items bid for the duration of the contract, unless otherwise provided in the contract. Prices submitted as indicated in the sealed bid are final. Bidders acknowledge that prices quoted will be valid for a period of sixty (60) calendar days from the date of bid opening. Each item, make, and model must be priced and bid separately. Prices must be inclusive of all the components included in the Base Specification. Prices bid must include the administrative fee FSA CPP charges to administer the contract, as outlined in these Terms & Conditions. The administrative fee is three quarters of one percent (.0075). Prices bid must be at least cost, be Free On Board (FOB) destination, and must include delivery to the purchaser. Upon award, the Vendor has the authority to offer additional discounts based on prompt payment, quantity, as well as additional manufacturer or vendor discounts. 2.11 PRICES QUOTED – PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATION TO BID Due to the changing market conditions, the FSA CPP has temporarily moved to a percent above cost, or “cost- plus”, model for the Pursuit, Administrative and Other Vehicles Contract. The cost-plus model allows for Vendors to sell items immediately when order windows open up for next year’s model, when the manufacturer changes price during the contract term, or when new items come to market. Bidders shall provide a Bid Price and a Percent for each item bid. The Bid Price will be used to evaluate the lowest, responsive and responsible Bidder for each item and zone. The Percent will be used under an awarded contract to determine the cost-plus pricing for new year’s models, when the manufacturer changes price during the contract Page 25 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions term, or when new items come to market. The FSA CPP will use the percent feature of the Bid System as the field to capture the percent above cost that the Vendor can expect to receive from the purchaser for the purchase of an awarded item. The FSA CPP has the discretion to disqualify Bidders if the proposed Percent is excessive. In order to determine if Percent is excessive, FSA will compare the Percents proposed by Bidders for each item in each zone. Prices and Percents bid for items and options should reflect the most complete item price, be below MSRP, and at a minimum should at least cover the cost of the item or option bid. Prices and Percents bid must be at least "Item Cost", be Free On Board (FOB) destination, and must include delivery to the purchaser. As used in this provision, “Item Cost” is defined as the factory invoice price for the item, the Original Equipment Manufacturer (OEM) destination and delivery to dealer, and the FSA Administrative fee, minus the OEM government pricing concessions specific to this bid, all manufacturer incentives, discounts, rebates, concessions and holdbacks. As used in this provision, “Total Cost” is defined as the Item Cost, plus costs of dealer’s floorplan estimated operational expense, and costs of dealer for preparation, cleaning, and assembling, gas, and delivery to zone. As used in this provision, “Bid Price” is defined as the Total Cost and profit. As used in this provision, “Percent” is defined as the markup over Item Cost. Bid Prices will be used as the initial publish pricing for awarded items. As windows open up for next year’s model, the manufacturer changes price during the contract term, or as new items come to market, FSA CPP will work with Vendors to update the published pricing for such items based on the awarded Percent, within a reasonable period of time. Vendors may accept Purchase Orders for such items in accordance with these Terms & Conditions before submitting updated published pricing to FSA CPP. 2.12 PURSUIT, ADMINISTRATIVE, AND OTHER VEHICLES CONTRACT COST-PLUS- PERCENT PRICING Due to the changing market conditions, the FSA CPP has temporarily moved to a percent above cost, or “cost- plus”, model for the Pursuit, Administrative and Other Vehicles Contract. The cost-plus model allows for Vendors to sell items immediately when order windows open up for next year’s model, when the manufacturer changes price during the contract term, or when new items come to market. The Bid System provides each Vendors’ percent above cost at which the Vendor will sell such items. The Percent provided in the Bid System does not provide a percent discount for items bid. If Vendor fulfills a Purchase Order at other than published pricing, at purchasers’ request, Vendor must provide documentation substantiating the Item Cost, as defined in section 2.11. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 26 2.13 OPTION PRICING – EQUIPMENT INVITATION TO BID The Bidder shall offer discount below Manufacturer’s Standard Retail Pricing (MSRP) or manufacturers published list price for any factory options included in the bid submission and quotes to purchasers, if awarded. FSA CPP requests Vendors include most frequently purchased scheduled, factory and aftermarket options in the bid. Options are intended to add or delete equipment or features from the Base Specification. Options can provide an upgrade or downgrade to a manufacturer’s model, such as a slightly different engine size or horsepower, and should not be made available for purchase separate from the base vehicle or equipment. Options may only provide a downgrade to a manufacturer’s model when specifically requested in a Purchase Order issued in accordance with the Terms & Conditions by a purchaser. Bidders shall NOT use options to create equipment that is entirely different than the FSA CPP Base Specification or are available as another specification bid on this Invitation to Bid. Bidder must use proper factory codes for all factory options. Options available through the factory may be bid and supplied to purchaser as “factory” options, unless otherwise requested in writing by the purchaser. The FSA CPP has the discretion to disqualify Bidders if the option pricing is excessive or if options listed are not available for the item bid. In order to determine if pricing is excessive, Bidders agree to provide documentation to FSA CPP to verify cost at any time during the solicitation process or during the contract term. This information is for comparison purposes only when determining if pricing is excessive and will not be published. Option pricing will include all costs of labor associated with the option and cost of labor should not be listed separately within the bid. For purposes of this bid, Emergency Lights and Sirens will require a separate pricing sheet upload in the Bid System. Section 2.15 contains specific instructions and exceptions for Emergency Lights and Sirens. If a Bidder will offer registration and title services as a fee for service, the Bidder must include the administrative fee as a separate option (i.e., line item) for each item bid. See Section 3.21 for additional details. Government imposed fees should not be included in this option pricing. No other additional charges or fees are admissible. If options are not available as a stand-alone option, the Bidder must indicate in their bid submission any option requiring the purchase of other options, and also indicate options that are a part or dependent of another option. Factory package options are allowable under this contract. Factory package options must be included in the options within the bid document and detailed specifically as to what components the package includes. When calculating the price for a manufacturer’s option requested in this bid that is not listed as an option in the manufacturer’s order guide (i.e., model or engine upgrade), the Bidder must calculate the option price as the net difference between vendor cost on the representative base vehicle and the total MSRP of the requested option modifying the vehicle. A Bidder may bid less than this price, but at no time charge more than the calculation provided here. The use of options to facilitate the sale of an alternate manufacturer’s product which is outside the scope of the written Base Specification will be determined nonresponsive and the bid will be rejected in whole or part by the FSA CPP. Example: Bidder CANNOT include option upgrades that result in the selling of a vehicle or truck on one specification that is offered as a separate specification in FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 27 the Invitation to Bid. For example, a Vendor who is awarded the bid for 25,500 lb. GVWR Cab & Chassis cannot upgrade this item through an add option to a 30,000 lb. GVWR Cab & Chassis in order to circumvent the bid award winner for the 30,000 lb. GVWR Cab & Chassis. Purchasers are encouraged to negotiate option pricing with Vendors. Discounts can be provided beyond option prices listed in the contract. The additional discounts for each add option shall be decided by the Vendor. The options will correspond to the specification or item number. Multiple options may be listed for each specification or item number bid. Therefore, Bidders that do not indicate the correct item number with the option information bid will not have options displayed for the item bid. If option pricing is not uploaded correctly, FSA CPP may require Bidders to correct the formatting of the options, but pricing may not be modified. Failure of the Bidder to make corrections may cause the bid to be rejected. If the Bidder wishes to offer credit to the purchaser for an option that is standard on the FSA CPP Base Specification, the Bidder should include the word “Credit” at the beginning of the description and continue to describe the option being credited. For example, “Credit: one key fob” that corresponds with the price the Bidder will credit the purchaser. Loose Equipment can be bid as an option and made available to purchasers for items originally purchased from this contract. For purposes of this provision, “Loose Equipment” is any item of equipment that attaches to the heavy equipment item(s) included in the awarded bid, such as different sized blades. Loose Equipment does not include accessories, such as additional keys. 2.14 OPTION PRICING – HEAVY TRUCKS AND BUSES AND PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATIONS TO BID FSA CPP requests Bidders include most frequently purchased options in the Bid System. Option pricing must include the administrative fee. Bidders must provide a price for each option in addition to a percent below MSRP for factory-installed options or a percent above cost for other options. The FSA CPP has the discretion to disqualify Bidders if the option pricing is excessive. In order to determine if pricing is excessive, Bidders agree to provide documentation to FSA CPP to verify cost at any time during the solicitation process or during the contract term. This information is for comparison purposes and will not be published. Options are intended to add or delete equipment or features from the Base Specification. Options can provide an upgrade or downgrade to a manufacturer’s model, such as a slightly different engine size or horsepower, and should not be made available for purchase separate from the base vehicle or equipment. Options may only provide a downgrade to a manufacturer’s model when specifically requested in a Purchase Order issued in accordance with the Terms & Conditions by a purchaser. Bidders shall NOT use options to create an item that is available as another item bid on this Invitation to Bid. The use of options to facilitate the sale of an alternate manufacturer’s product which is outside the scope of the Base Specification will be determined nonresponsive and the bid will be rejected in whole or part by the FSA CPP. Bidders must disclose which options require the purchase of other options or are dependent on another option in their bid submission. Option pricing will include all costs of labor associated with the option and cost of labor should not be listed separately. Bidder must use proper manufacturer codes for factory options. Options available through the factory should be bid and supplied to purchaser as factory options, unless otherwise requested in writing by the purchaser. Factory FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 28 package options are permitted under this contract. Factory package options included in the bid submission must detail what components the package includes. If a Bidder will offer registration and title services as a fee for service, government-imposed fees should be listed at the exact cost and shall not include the FSA administrative fee. If the Bidder wishes to offer credit to the purchaser for an option that is standard on the FSA CPP Base Specification, the Bidder should include the word “Credit” at the beginning of the description field and continue to describe the option being credited. For example, “Credit: one key fob” and enter the price the Bidder will credit the purchaser. For purposes of this bid, Emergency Lights and Sirens will require a separate pricing sheet and option upload in the Bid System. Section 2.15 contains specific instructions and exceptions for Emergency Lights and Sirens. 2.15 EMERGENCY LIGHTS AND SIRENS Under Florida Statute 316.003(1), authorized emergency vehicles are defined as: Vehicles of the fire department (fire patrol), police vehicles, and such ambulances and emergency vehicles of municipal departments, public service corporations operated by private corporations, the Fish and Wildlife Conservation Commission, the Department of Environmental Protection, the Department of Health, the Department of Transportation, and the Department of Corrections as are designated or authorized by their respective departments or the chief of police of an incorporated city or any sheriff of any of the various counties. Bidders that will provide or contract to provide emergency light and siren installation must only use installers that possess a current Emergency Vehicle Technician Certification, or an approved equivalent. FSA CPP may request certificates for a Vendor’s installers at any time during the contract term. Labor may be charged for the installation of emergency lights and sirens. Labor rates must be disclosed as part of the bid submission. Bidders may not charge for labor for vehicles that are manufactured with emergency lights and sirens, including motorcycles. Prices submitted for emergency lights and sirens shall include all applicable government-imposed fees. Bidders that install emergency lights and sirens are required to provide and install products that are Society of Automotive Engineers (SAE) certified. SAE Certifications must include Class 1, Class 2 and Class 3 in order to be eligible for participation in the contract. If a lighting or siren product installed on an emergency vehicle is not SAE Certified, the Vendor can be found in default of the contract. Bid Submission of Emergency Lights and Sirens If offering emergency lights and sirens, Bidders will be asked to provide pricing by submitting a pricing sheet. An emergency vehicle lights and siren option pricing template is offered in the Bid System. Bidders are encouraged, but not required to use the template. If item or specification group is helpful to display light and siren options, Bidders may categorize the pricing sheet by item group. Items listed below are required for the submission of the pricing sheet: • Order code • Description • Price (part only) FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 29 • Estimated labor hours • Labor cost per hour 2.16 BID SUBMISSION Bidders must submit a bid electronically using the Bid System. Bid submissions include a price for each item and option bid in accordance with Section 2.10, 2.11, 2.13, 2.14, and 2.15. Each Bidder must submit a qualifications package for each bid. The bid must be received by the date and time specified on the Bid Calendar in Appendix B. Failure to meet all submission requirements by the date indicated on the Bid Calendar will result in rejection of the bid. Bid System: VendorLink The Bid System is located at https://www.myvendorlink.com. Bidders are encouraged to participate in training provided. Usernames and passwords will be issued to Bidders after registering in the Bid System. Contact VendorLink at support@evendorlink.com if technical issues arise during bid submission. Prices are to be rounded to the nearest whole dollar. If a Bidder submits bid pricing using cents, the following formula will be applied to round the bid pricing to the nearest whole dollar: $.01-.49 will be rounded down to the dollar bid (e.g., $50.49 = $50) and $.50-.99 will be rounded to the next dollar (e.g., $50.50 =$51). Bid Submission To ensure correct bid submittal and formatting, Bidders shall: • For the Heavy Trucks and Buses Invitation to Bid, insert a: o Price for each item bid by zone • For the Pursuit, Administrative and Other Vehicles Invitation to Bid, insert a: o Bid Price for each item bid by zone, as defined in Section 2.11 o Percent for each item bid by zone, as defined in Section 2.11 • For the Equipment Invitation to Bid, insert a: o Price for each item by zone • Upload files as instructed in the Bid System; files requested will be in Excel or .pdf. • Follow all instructions outlined in this Invitation to Bid and provide all requested information. The bid shall include the following documents: • Executed Qualifications Packet. • Build sheet for each item bid as a single .pdf • Pricing Sheet for Emergency Vehicle Lights and Sirens, if applicable. • Any requested exceptions or equivalents. Option Upload An option sheet should be submitted for each item bid. The Bid System will accept option information for each item through a .pdf file upload. Each option sheet should include a header to identify the FSA CPP contract title and number, the Bidder name, item number, make and model. Each option sheet should include: • Option • Description • Manufacturer order code or identifying code • Price For the Heavy Trucks and Buses and Pursuit, Administrative, and Other Vehicles Invitations to Bid, the option sheet should also include: FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 30 • Cost plus percent for all items not installed at the factory • Percent below MSRP for factory installed options FSA CPP may ask awarded Bidders to supply one hard copy set with digital signatures and original compliance forms, prior to the contract execution. Hard copy bids should not be submitted unless specifically requested by FSA CPP. FSA is not responsible for Bidder’s improper use of the Bid System. Exceptions will be granted to this section should any Bid System malfunctions occur. 2.17 ZONE BIDDING Bidders may bid in one or more geographic zones. Bidders must submit pricing for each zone they wish to be evaluated. The zone map is included in Appendix A. The geographic zones are in place to assist Bidders in estimating costs of delivery, which must be included in the price bid and quoted to the purchaser. For the Pursuit, Administrative and Other Vehicles Contract, the cost of delivery must be included in the Percent. 2.18 EXECUTION OF BID By submitting a response to this Invitation to Bid, the Bidder agrees to the Terms & Conditions and to be bound by such Terms & Conditions if selected for award. The Bidder must submit the Contract Signature Form with the signature of an authorized representative no later than the bid submittal due date. All Terms & Conditions are applicable throughout the term of the awarded contract and are not specific to any given year, make or model. 2.19 MODIFICATION OR WITHDRAWALS OF BIDS A Bidder may submit a modified bid to replace all or any portion of a previously submitted bid until the due date and time of the bid submission listed in the Bid Calendar. Modifications received after the bid due date and time will not be considered. Bids can be withdrawn in writing prior to the contract award. If a Bidder must withdraw the bid, the Bidder must contact FSA CPP immediately. Bid withdrawals are handled on a case-by-case basis and can result in a limitation of participation in future bids. 2.20 LATE BIDS The responsibility for submitting a bid before the due date and time on the bid calendar is solely and strictly the responsibility of the Bidder. The FSA is not responsible for delays caused by technical problems, any internet outages or delays incurred by electronic delivery, or any other occurrence. Any reference to time will be based on Eastern Time. 2.21 BID OPENING Bids shall be opened on the date and time specified on the Bid Calendar. The bid opening may occur at the Florida Sheriffs Association, 2617 Mahan Drive, Tallahassee, Florida, or may be offered online. FSA CPP will provide a bid inspection period for Bidders following the bid opening. The date, time and duration will be announced prior to the bid opening. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 31 2.22 DETERMINATION OF RESPONSIVENESS Determination of responsiveness will take place at the time of bid opening and evaluation. In order to be deemed a responsive bidder, the bid must conform in all material respects to the requirements stated in the Invitation to Bid. As set forth in Section 2.26, FSA CPP reserves the right to waive or allow a Bidder to correct minor irregularities. 2.23 RESPONSIBLE BIDDER CRITERIA Bids will be evaluated to determine if qualifications and contract requirements are met. Responses that do not meet all requirements of this Invitation to Bid or fail to provide all required information, documents or materials may be rejected as nonresponsive. The FSA CPP will not request documentation or consider a Bidder’s social, political or ideological interests in determining if the Bidder is a responsible bidder. FSA CPP will not give preference to a Bidder based on the Bidder’s social, political, or ideological interests. Bidders whose responses, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of the contract may be rejected as non-responsible. In determining a responsible Bidder, the following factors may be considered: • Adequacy of facilities, staffing, and financial resources; • Previous experience with FSA contract or other similar government contracts; • Ability to provide excellent customer service, including on previous FSA contracts; and • Any other information relevant to the responsibility of a Bidder of which FSA CPP is aware. In addition to the requirements set forth by these Terms & Conditions, FSA CPP reserves the right to request staffing, performance and financial information from any Bidder during the evaluation process. FSA CPP reserves the right to determine which responses meet the requirements, specifications, Terms & Conditions of the solicitation, and which Bidders are responsive and responsible. FSA CPP further reserves the right to limit participation of Bidders who, in FSA CPP’s sole discretion, are determined to present responsibility concerns that call into question the Bidder’s ability to perform but that do not rise to the level of requiring rejection of the Bidder as non-responsible. 2.24 BASIS FOR AWARD For the Heavy Trucks and Buses, and Equipment Invitations to Bid, the FSA CPP shall make awards to the qualified, responsive and responsible Bidder(s) who submitted the lowest priced bid by item, manufacturer, and zone. Awards may also be made to subsequent lowest responsive and responsible Bidders by item, manufacturer, and zone, when determined to be in the best interest of the FSA and the purchaser(s). FSA CPP has the discretion to consider option pricing in making the award and to disqualify Bidders for proposing excessive option pricing. For the Pursuit, Administrative and Other Vehicles Invitation to Bid, the FSA CPP shall make award to the qualified, responsive and responsible Bidder(s) who submitted the lowest Bid Price by item, manufacturer, and zone. Awards may also be made to subsequent lowest responsive and responsible Bidders by item, manufacturer, and zone, when determined to be in the best interest of the FSA and the purchaser(s). FSA CPP has the discretion to consider Percent and option pricing in making the award and to disqualify bidders for proposing excessive Percent(s) or option pricing. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 32 Awards will not be given to any parties listed on the government wide exclusion in the System for Award Management. FSA CPP reserves the right to accept or reject any and all bids, and to waive any minor irregularity, technicality or omission if it determines that doing so will serve the purchaser’s best interest. FSA CPP reserves the right to make multiple awards for each item, if determined to be in the best interest of the FSA and the purchasers. Awards will be posted on the FSA CPP website according to the date posted in the bid calendar. 2.25 BID TABULATIONS The Bid Tabulation report will be posted on the FSA CPP website after the bid submission closes. If there is a delay in posting the bid tabulation results, FSA CPP will post a notice of the delay and a revised date for posting of results. 2.26 MINOR IRREGULARITIES/RIGHT TO REJECT The FSA CPP has the right to accept or reject any and all bids, or separate portions thereof, and to waive any minor irregularity, technicality or omission if the FSA CPP determines that doing so will serve its best interest or the best interest of the purchasers. A minor irregularity is a variation from the Terms & Conditions of this procurement that does not affect the price of the bid or give the Bidder a substantial advantage over other Bidders and thereby restrict or stifle competition and does not adversely impact the interests of the FSA or the purchasers. At its option, the FSA CPP may allow a Bidder to correct minor irregularities but is under no obligation to do so. In doing so, the FSA CPP may request a Bidder to provide clarifying information or additional materials to correct the irregularity. However, the FSA CPP will not request, and a Bidder may not provide the FSA CPP with additional materials that affect the price of the bid or give the Bidder an advantage or benefit not enjoyed by other Bidders. The FSA CPP may also reject any bids not submitted in the manner specified in this document. 2.27 CONE OF SILENCE This Invitation to Bid is subject to the Cone of Silence that begins the date the bid submission opens through the intent to award date as indicated in the Bid Calendar. During this period, all communications regarding this solicitation between FSA and Bidder will cease, except for procedural questions, questions regarding problems incurred in the use of the Bid System, or communications initiated by the FSA CPP. All permitted communications during this period shall be made in writing to the contacts identified in Section 1.01 of this Invitation to Bid. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 33 3.0 CONTRACT CONDITIONS 3.01 GENERAL REQUIREMENTS Once the bid has been awarded, the terms and conditions of this document become the contract between the FSA CPP and the awarded Vendor. The Terms & Conditions apply to all items purchased from this contract. 3.02 STATEMENT OF AUTHORITY Each person signing the contract warrants that they are duly authorized to do so and binds the respective party to the contract. 3.03 VENDOR CONTACT INFORMATION The Vendor shall maintain current contact information with FSA CPP at all times for sales and submission of purchase orders, quarterly reports and administrative fee payments. If a change occurs during the contract, the Vendor must notify FSA CPP immediately. 3.04 ADDITIONS OR DELETIONS FSA CPP reserves the right to add or delete any items from this bid or resulting contract when deemed to be in the best interest of FSA and purchasers, at its discretion. This decision to take action may be based upon and not limited to few or no sales, product recalls and other safety issues, Vendor or manufacturer performance, or the product’s lack of relevance. For items that come to market during the contract term, FSA CPP may authorize qualified and awarded Vendors to offer the new item under the existing contract terms and conditions, if the manufacturer authorizes a Vendor to sell the item. FSA CPP will request awarded Vendors submit pricing and will evaluate the responses prior to authorizing awarded Vendors to offer the new item. 3.05 CONTRACT EXTENSION Contract Extension The contract may be extended by mutual agreement for up to two (2) additional years, on a year-to-year basis. FSA CPP reserves the right to execute a contract extension or to allow the contract to fully or partially terminate and readvertise for bids, whichever is in the best interest of FSA. The Vendor may request price adjustments for contract extensions as provided for herein. If no request is received from the Vendor, the FSA CPP will assume that the Vendor has agreed that the optional term may be exercised without a price adjustment. Any adjustment request received after the execution of an extension may not be considered unless otherwise provided for in this contract. Month-to-Month Continuation In the event a new contract is not active at the time of this contract’s expiration, this contract’s terms and conditions shall extend on a month-to-month basis and shall not constitute an implied extension of the contract. Such a month-to-month continuation shall be upon the compensation and payment provided herein. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 34 3.06 PRICE ADJUSTMENT In addition to the cost-plus-percent pricing adjustments available for the Pursuit, Administrative, and Other Vehicles contract, the Terms & Conditions provide the following options for price adjustments: • Annual Price Adjustments • Changes to Manufacturer Production or Design • Manufacturer Certified Adjustments • Equitable Adjustments Price adjustment requests must clearly substantiate a need to increase or decrease the price. Price adjustments will not be considered if Vendors are delinquent on administrative fee payments or have outstanding quarterly reports. Annual Price Adjustment The FSA CPP may consider annual price adjustments due to: • Changes in the Producer Price Index (PPI) as published by the U.S. Department of Labor, Bureau of Labor Statistics (BLS); or • As a result of changes to national or state standards that require substantial price adjustments. FSA CPP may consider other documentation related to the change to national or state standards but is not obligated to grant price changes without literature from the manufacturer. The FSA CPP will consider the request and will make a final determination on the change in price. Changes to Manufacturer Production or Design Significant changes by the manufacturer to the production of and specification design may initiate a price adjustment request. FSA CPP will consider order dates, production factors, model year, or other conditions, as well as the replacement or complete redesign of items. Vendors must provide documentation from the manufacturer. Manufacturer Certified Adjustments Vendors must provide documentation from the manufacturer to FSA CPP that shows the additional costs or price adjustments imposed by the manufacturer and substantiate the need for a related price adjustment for this contract. Equitable Adjustments The FSA CPP may make an equitable adjustment to the contract terms or pricing at its discretion. 3.07 CONDITIONS It is understood and agreed that any item offered or shipped as a result of this contract shall be the most current model offered. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 35 3.08 PRODUCTION CUTOFF Vendors shall notify the FSA CPP in writing no less than sixty (60) calendar days prior to the close of final order date by the manufacturer when the final order date is during the term of the contract. Purchase Orders received by the Vendor ten (10) business days prior to the final order date must be accepted and entered into the order system with the manufacturer. Purchase Orders issued and received after the production cutoff date will be subject to availability. In this case, the Vendor and manufacturer have the discretion whether to choose to provide next year’s model at current year’s prices until the end of the contract term. If the manufacturer cutoff date is during the term of the contract and will affect the purchaser’s ability to obtain the items, FSA CPP may consider substitutions from the same manufacturer. 3.09 FACILITIES The FSA CPP reserves the right to inspect the Vendor’s facilities at any time with prior notice. 3.10 PURSUIT RATED VEHICLES & MOTORCYCLES Vehicles in this category have been reviewed by one or more of the nationally recognized authorities on Police Vehicle Testing Program/Evaluation. These evaluations are not designed to recommend a particular product, but to serve as a resource for vehicles which are currently being offered for law enforcement service. To see the full detailed report, click or copy the links below. At the time of the bid there were two nationally recognized authorities: State of Michigan, Vehicle Test Team of the Michigan State Police (MSP) Precision Driving Unit Los Angeles County Sheriff’s Department Law Enforcement Vehicle Test and Evaluation Program Vehicles: 3.11 SPECIAL SERVICE VEHICLES Vehicles in this category have been reviewed by one or more of the nationally recognized authorities on pursuit vehicle testing program/evaluation. These vehicles are labeled as Special Service Vehicle (SSV) and often used in public safety applications and other areas of government. Refer to manufacturers published information for detailed information regarding these vehicles. 3.12 CAB AND CHASSIS PURCHASES Vendors performing upfitting of cab and chassis should be licensed and certified to perform such work. Vendors are responsible for tag and title work if the chassis is completed by the Vendor or the Vendor’s contracted third- party supplier. The requirements of Florida Statute 319.21 related to the manufacturer statement of origin apply to cab and chassis purchases. Cab and chassis may be purchased from the Vendor without any required additional upfitting by the Vendor. Vendors are not responsible for tag and title if an incomplete chassis is requested and sold to the purchaser. 3.13 FACTORY-INSTALLED OPTIONS All options specified as factory-installed are to be installed on the item at the primary site of assembly and are to FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 36 be the manufacturer’s standard assembly-line product. Aftermarket and vendor-installed equipment will not be accepted as factory-installed. Vendors found supplying aftermarket or vendor-installed equipment where factory- installed are specified shall be required to retrieve all delivered items and supply new items meeting the specifications. All factory-ordered options are to be original equipment manufacturer (OEM) and installed at the primary site of assembly unless otherwise noted by the Vendor and acknowledged in writing by the purchaser. Verbal agreements will not be recognized. 3.14 VENDOR-INSTALLED OPTIONS All vendor-installed accessories, equipment, or options shall be installed according to the manufacturer’s specifications. All vendor-installed options must be manufactured by an established manufacturer of the product provided. Vendors are required to disclose make and model of product being offered, design, and model must be approved by the purchaser prior to installation. Prior to any purchase, the Vendor must also disclose the warranty of any accessory, equipment or option that is less than or exceeds the factory or equipment warranty coverage. Any Vendor that violates this provision will be considered in default of the contract. FSA CPP may terminate the contract in accordance with these terms & conditions. 3.15 NON-SCHEDULED OPTIONS A non-scheduled option is an option not listed on the FSA CPP published award. Vendors may provide non- scheduled options at less than MSRP or the Published List Price. Non-scheduled options should be identified and listed as a separate line item with the price and discount on the purchase order. Non-scheduled options are covered under these terms and conditions. 3.16 FORCE MAJEURE A Vendor shall not be penalized for a delay resulting from the Vendor’s failure to comply with delivery requirements if neither the fault nor the negligence of the Vendor or its employees contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Vendor’s control, or for any of the foregoing that third party suppliers if no alternate source of supply is available to the Vendor. 3.17 PURCHASE ORDERS To initiate a purchase, a purchase order must be issued to the Vendor, which includes: • FSA CPP contract title and number; • FSA CPP item number, and the make and model or item description; and • Purchaser name, phone number and email address. The Vendor’s acceptance of a purchaser’s order will indicate that the Vendor agrees to deliver an awarded item that will be fully compatible with all of its options. Production schedules and delivery dates should be discussed at the time the quote is provided to the purchaser, or if no quote is provided, when the purchase order is delivered to the Vendor. Vendor shall place the order with the manufacturer within 10 business days of receipt of the purchase order. The Vendor shall assure that all orders are placed in full compliance with the specifications and the terms and conditions of the contract and the purchase order. Any changes that are required to bring an item into compliance with the various options due to an incorrect order will be accomplished at the Vendor’s expense. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 37 A Confirmation of Order form shall be completed by the Vendor and provided to the purchaser and FSA CPP fifteen (15) calendar days from receipt of purchase order without request by the purchaser. Any additional information needed to complete this form should be obtained by the Vendor from the purchaser. While it is recommended that an agency purchase from the zone which is closest to their location, it is not mandatory to do so. If the purchaser determines that a Vendor in another zone can better serve the purchaser’s needs, the purchaser may order from a Vendor in another zone. Vendors that provide awarded items outside of an awarded zone may upon mutual agreement between the Vendor and the purchaser charge a delivery fee. If a Vendor receives a purchase order for an item for which they were not awarded, the Vendor must notify the purchaser and return the purchase order to the purchaser within three (3) business days. The Vendor must submit electronic copies of Purchase Orders within fifteen (15) calendar days of the Purchase Order issue date. Emails shall be sent to coop@flsheriffs.org. Purchase orders received by the Vendor after this deadline must be submitted to FSA CPP as soon as possible with the date received by the Vendor and cause for the delay. Purchase Orders should contain the following required information: • Purchaser name, • Purchase order number, • Purchase order issue date, • FSA CPP contract title and number, • Item number, • Item make and model, or item description, • Item price, • Options by item, and • Estimated delivery date. Purchase orders vary in format and information provided. If a purchase order does not include the required information, the Vendor must submit supplemental documentation to FSA CPP at the same time the purchase order is due. Such information may be in bid quotes, equipment proposals, confirmation of orders, or other documents. If a purchaser does not use purchase orders, written communication from the purchaser to the Vendor will be provided to FSA CPP. 3.18 REGISTRATION, TAG, AND TITLE Title items shall be the responsibility of the Vendor. If the purchaser is a government agency, the purchaser has the right to choose to register and title the item. Costs of registration, tag and title shall not exceed the statutory rates. FSA administrative fee does not apply to the cost of registration, tag and title. 3.19 DELIVERY Vendors are to inspect the item to confirm the item meets or exceeds the FSA CPP Base Specification, manufacturer specification, and purchase order. Deliveries not complying with these requirements may be rejected and will have to be redelivered at Vendor’s expense. Delivery shall be within the normal working hours of the user, Monday through Friday, excluding holidays. Delivery schedules shall be agreed to by the purchaser and the Vendor. Vendor shall notify the purchaser no less than twenty-four (24) hours prior to delivery of the time and location, which shall reflect the mutually agreed upon FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 38 delivery details. The Vendor shall be responsible for delivering items that are properly serviced, clean and in first class operating condition. Items shall be delivered with each of the following documents completed or included: 1. Copy of the Purchase Order. 2. Copy of the FSA CPP Base Specification. 3. Copy of manufacturer’s Invoice, price sheet, build sheet or other documentation that verifies what components are included on the item being delivered 4. Copy of the pre-delivery service report 5. Registration warranty certification 6. Owner’s manual 7. Registration, tag and title or an application for the registration, as applicable All items with fuel tanks of thirty-five (35) gallons or less must contain no less than one quarter (1/4) tank of fuel as indicated by the fuel gauge at the time of delivery. For items that have more than thirty-five (35) gallons, a minimum of one eighth (1/8) of a tank of fuel must be provided. All electric vehicles must be delivered with a minimum charge level of 10 percent. The purchaser has the option to reject a vehicle with more than 350 odometer miles or may deduct $0.51 cents per mile in excess of 350 miles from the invoice, unless distance above 350 miles was previously approved by the purchaser. Deliveries of less than 350 miles may be accomplished by driving the vehicle. Any delivery accomplished by driving the vehicle must be supervised and the driver must comply with manufacturer’s break-in requirements and all applicable traffic laws. Any delivery accomplished by driving a pursuit-rated vehicle must use an “OUT OF SERVICE” cover on light bars. Deliveries in excess of 350 miles shall be made by transport, or otherwise approved by the purchaser, however, this requirement shall not apply to incomplete chassis. Items with hour meters must be delivered with fewer than five (5) hours on the hour meter or may be rejected by the purchaser. The purchaser may choose to negotiate a lower purchase price when the item exceeds five (5) hours. When items require service or adjustments upon delivery, the Vendor shall either remedy the defect, or be responsible for reimbursing the manufacturer’s local authorized representative or other service provider to remedy the defect. Such service or adjustments shall be initiated by the Vendor within 48 hours after notification by a purchaser, not to include weekends and holidays. Delivery will not be considered complete until all services or adjustments are satisfactory, and the item is redelivered or repaired. The cost of any transportation required to address the defect shall be the responsibility of the Vendor until the items are satisfactory and accepted by the purchaser. 3.20 INSPECTION AND ACCEPTANCE Final acceptance shall be given only after the purchaser inspects or confirms the item meets contract specifications. Delivery of an item to a purchaser does not constitute acceptance for the purpose of payment. Inspection and acceptance will be at the purchaser’s destination unless otherwise previously agreed upon location was provided in the purchase order. Should the delivered items differ in any respect from the Base Item specifications, payment can be withheld until such time as the Vendor completes the necessary corrective action. 3.21 INVOICING AND PAYMENTS Invoicing and payments shall be the responsibility of the Vendor and purchaser placing orders using this contract. Vendors must invoice each purchaser independently. The Vendor shall be paid upon submission of invoices to the purchaser after satisfactory delivery and acceptance of the items. While the Local Government Prompt Payment FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 39 Act applies to ensure timely payment of Vendor invoices, the FSA CPP encourages purchasers to make payment within 30 days of acceptance of the item. The Local Government Prompt Payment Act is defined in Sections 218.70–218.79 of Florida Statutes. 3.22 WARRANTY All warranties shall begin at the time of delivery and final acceptance by the purchaser. The purchaser’s warranty should not be active for incomplete items and items delivered to a third-party supplier before final delivery. 3.23 QUARTERLY REPORTS Quarterly reports are the contractual responsibility of each Vendor. Quarterly reports must be completed and submitted electronically. All quarterly reports shall be sent to reports@flsheriffs.org. The quarterly report template shall be submitted using an Excel workbook provided by FSA CPP. Quarterly reports which do not adhere to the required format or are not complete of all purchase orders received and/or deliveries made during the quarter will be returned to the reporting Vendor for correction. Quarterly reports are due no later than the 15th day of the month following the end of the quarter. Quarterly reports shall follow the schedule below for the duration of the contract. If a contract extension is executed, the quarterly reports will maintain the same schedule for future reporting periods. Contract Year: October 1, 2022 – September 30, 2023 Year 1 Quarter 1: October 1 – December 31 Q1 Report Due: January 15 Year 1 Quarter 2: January 1 – March 31 Q2 Report Due: April 15 Year 1 Quarter 3: April 1 – June 30 Q3 Report Due: July 15 Year 1 Quarter 4: July 1 – September 30 Q4 Report Due: October 15 Quarterly reports must be submitted even if there are no sales or no deliveries in a quarter. If a Vendor has no sales within a quarter, the Vendor shall indicate “No sales this quarter” on the top row of the sales worksheet. If the Vendor has no deliveries in a given quarter, the Vendor shall indicate “No deliveries this quarter” on the top row of the delivery worksheet. FSA CPP reserves the right to modify the procedure for submitting quarterly reports during the term of the contract. Such a change shall not materially modify the substance of the information to be reported but may change the method by which future quarterly reports are to be submitted. In the event of such a change, FSA CPP will provide written notice to all Vendors of the method by which future quarterly reports are to be submitted. 3.24 ADMINISTRATIVE FEE The FSA CPP charges three quarters of one percent (.0075) to procure, process and administer the contract. The administrative fees are the contractual responsibility of each awarded Vendor. After receipt of payment from contract purchases, the Vendor shall remit all administrative fees to the FSA CPP no later than 15 calendar days after the end of each quarter. All fees payable to the FSA CPP during any given quarter will be accompanied and supported by a quarterly report. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 40 The administrative fee will remain payable to FSA CPP and no relief from payment of the administrative fee, nor any additional charge to recoup the administrative fee, will be permitted if a Vendor fails to incorporate the administrative fee in its bid pricing. The administrative fee should never be listed as a separate line item on any purchase order or invoice. The administrative fee is based on the total purchase order amount of new items. This fee excludes any value given to purchasers for trade-ins. Trade-ins, extended warranties and other exchanges will not reduce or impact the fee calculation. The ACH form for electronic payment or wiring of funds is included in Appendix C. It is the preference of FSA CPP that all payments be electronically paid and submitted. If ACH is not available, checks for the administrative fee can be sent to: Florida Sheriffs Association Cooperative Purchasing Program 2617 Mahan Drive Tallahassee, FL 32308 3.25 LIQUIDATED DAMAGES The Vendor warrants that the item supplied to the purchaser shall conform in all respects to the standards set forth and the failure to comply with this condition will be considered as a breach of contract. Any liquidated damages levied because of inadequacies or failures to comply with these requirements shall be borne solely by the Vendor responsible for same. Failure to submit the administrative fee with accompanying quarterly reports to FSA CPP within 15 calendar days following the end of each quarter may result in the imposition of liquidated damages. Vendors failing to submit administrative fees and/or quarterly reports will incur liquidated damages in the amount of $25 for each calendar day that fees and reports are past due, beginning on the 16th day following the end of the quarter. If a civil action is initiated by the FSA to recover administrative fees or liquidated damages as set forth in this section, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs incurred in the litigation. The venue shall lie in the Circuit Court for the Second Judicial Circuit in and for Leon County, Florida. When quarterly reports are late, liquidated damages are to be included in Vendor’s Quarterly Report and administrative fee submission. Liquidated damages that remain unpaid beyond 45 calendar days can result in FSA CPP, at its sole discretion, implementing contract compliance actions, including but not limited to, suspension, limited participation by specifications or zones, disqualification from future solicitations, or termination for cause pursuant to the Terms & Conditions. Schedule of Liquidated Damages Failure to submit quarterly report on time $25 per calendar day Failure to submit administrative fee on time $25 per calendar day Failure to report a Purchase Order to FSA CPP within 15 calendar days of the purchase order issue date $100 per Purchase Order Failure to Report Sales .0075 of the sales price plus 1.5% each month following the delivery date. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 41 Vendor agrees and acknowledges that its failure to take any of the actions specified in the above schedule will result in liquidated damages to this contract. Vendor agrees and acknowledges that these liquidated damages are not intended to be and do not constitute a penalty and that these amounts are reasonably calculated to compensate the FSA for the damages that it will incur as a result of the Vendor’s failure to take the specified actions. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 42 Appendix A: Zone Map FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 43 Appendix B. Bid Calendar FSA23-VEL31.0 Bid Calendar Task Date Invitation to Bid Announcement (ITB) 5/1/2023 & 5/15/2023 Voluntary Interested Bidder Workshop 6/13/2023 New Item Specification Requests Due 6/23/2023 Pre Bid Meeting 7/11/2023 Request for Clarifications Due to FSA 7/18/2023 FSA VendorLink Bidder Training 7/24/2023 Bid System Open 7/25/2023 Cone of Silence 7/25/2023 - 9/11/2023 Bid Submissions Due 8/30/2023 Public Bid Opening 9/1/2023 Bid Tabulations Posted 9/1/2023 Bid Evaluation 9/5/2023 - 9/8/2023 Intent To Award 9/11/2023 Final Award & Effective Date of New Contract 10/1/2023 FSA23-VEH21.0 Bid Calendar Task Date Invitation to Bid Announcement (ITB) 5/1/2023 & 5/15/2023 Voluntary Interested Bidder Workshop 6/14/2023 New Item Specification Requests Due 6/23/2023 Pre Bid Meeting 7/12/2023 Request for Clarifications Due to FSA 7/18/2023 FSA VendorLink Bidder Training 7/24/2023 Bid System Open 7/25/2023 Cone of Silence 7/25/2023 - 9/11/2023 Bid Submissions Due 8/30/2023 Public Bid Opening 9/1/2023 Bid Tabulations Posted 9/1/2023 Bid Evaluation 9/5/2023 - 9/8/2023 Intent To Award 9/11/2023 Final Award & Effective Date of New Contract 10/1/2023 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 44 FSA23-EQU21.0 Bid Calendar Task Date Invitation to Bid Announcement (ITB) 5/1/2023 & 5/15/2023 Voluntary Interested Bidder Workshop 6/7&8/2023 New Item Specification Requests Due 6/23/2023 Pre Bid Meeting 7/13/2023 Request for Clarifications Due to FSA 7/18/2023 FSA VendorLink Bidder Training 7/24/2023 Bid System Open 7/25/2023 Cone of Silence 7/25/2023 - 9/11/2023 Bid Submissions Due 8/30/2023 Public Bid Opening 9/1/2023 Bid Tabulations Posted 9/1/2023 Bid Evaluation 9/5/2023 - 9/8/2023 Intent To Award 9/11/2023 Final Award & Effective Date of New Contract 10/1/2023 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 45 Appendix C: ACH Payments FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 46 Appendix D: Federal Clauses Applicability of Third-Party Contract Provisions* (Excluding micro-purchases, except Davis-Bacon requirements apply to construction contracts exceeding $2,000.) In addition to other provisions negotiated with purchasers placing federally funded purchase orders, Vendors must comply with the following provisions upon award of a federally funded purchase order: PROVISION Professional Services/A&E Operations/ Management Construction Materials & Supplies Equal Employment Opportunity All Davis-Bacon Act >$2,000 Copeland “Anti-Kickback” Act >$2,000 Contract Work Hours and Safety Standards Act >$100,000 >$100,000 >$100,000 >$100,000 Rights to Inventions Made Under a Contract or Agreement If the purchase order involves performance of experimental, developmental or research work If the purchase order involves performance of experimental, developmental or research work If the purchase order involves performance of experimental, developmental or research work If the purchase order involves performance of experimental, developmental or research work Clean Air Act >$150,000 >$150,000 >$150,000 >$150,000 Federal Water Pollution Control Act >$150,000 >$150,000 >$150,000 >$150,000 Debarment and Suspension All All All All Byrd Anti-Lobbying Amendment >$100,000 >$100,000 >$100,000 >$100,000 Procurement of Recovered Materials All All All All Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment All All All All Domestic Preferences for Procurements All All All All *References to the code of regulations (CFR) or United States Code (USC) were accurate at the time of publication. It is the responsibility of the Bidder to ensure compliance is met of the referenced state and federal laws within the published rules. EQUAL EMPLOYMENT OPPORTUNITY: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The clause set forth in 41 CFR 60-1.4(b) is incorporated herein by reference. Vendor must comply with this clause and include this clause in all lower-tier federal assisted construction contracts. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 47 DAVIS-BACON ACT, as amended (40 U.S.C. 3141-3148): When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. Vendors performing construction must comply with all applicable provisions of the Davis-Bacon Act and include this clause in all lower-tier subcontracts for construction. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C., chapter 37): Vendor shall comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C., chapter 37), as supplemented by Department of Labor regulations (29 CFR part 5). (a) Overtime requirements. Neither Vendor nor any contractor or subcontractor contracting for any part of the purchase order work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in Paragraph 15(a), Vendor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Vendor or such subcontractor shall be liable to the United States (in the case of work done under the Contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in Paragraph 15(a), in the sum of $29 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in Paragraph 15(a) of this section. (c) Withholding for unpaid wages and liquidated damages. Purchaser shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Vendor or a subcontractor under the purchase order or any other Federal contract with Purchaser, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by Purchaser, such sums as may be determined to be necessary to satisfy any liabilities of Vendor or its subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Paragraph (a). (d) Subcontracts. Vendor shall insert in any subcontracts over $100,000 for construction and other purposes that involve the employment of mechanics or laborers, the clauses set forth in Paragraphs (a) through (d) and also a clause requiring the subcontractors to include these clauses in any lower-tier subcontracts. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 48 a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor shall comply with these requirements when performing a purchase order involving experimental, developmental or research work and flowdown this clause to lower-tier subcontractors performing such work. CLEAN AIR ACT (42 U.S.C. 7401 et seq.) and the FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. 1251 et seq.), as amended: Vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor shall comply with the requirements of Clean Air Act and the Federal Water Pollution Control Act and include this clause in all lower-tier subcontracts with a value over $150,000. DEBARMENT AND SUSPENSION (E.O.s 12549 and 12689): By accepting or performing this purchase order, Vendor certifies that it is not identified in the Exclusions area of the System for Award Management as being currently debarred, suspended, proposed for debarment, or otherwise excluded (“SAM Exclusion”). Vendor shall obtain similar certifications from its lower-tier subcontractors for each subcontract in excess of $25,000 and Vendor shall not award lower-tier subcontracts in excess of $25,000 to an entity subject to a SAM Exclusion. LOBBYING RESTRICTIONS (31 U.S.C. 1352): By accepting or performing this purchase order, Vendor certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Vendor shall also disclose to Purchaser any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award or contract. Vendor shall flow down this clause and require this certification for lower-tier subcontractors with a subcontract of $100,000 or more. Vendor shall provide its disclosure and all disclosures received from lower-tier subcontractors to Purchaser. PROCUREMENT OF RECOVERED MATERIALS: A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Vendor shall comply with this clause and include this clause in all lower-tier subcontracts. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT: (a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115- 232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 49 (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. (c) See Public Law 115-232, section 889 for additional information. DOMESTIC PREFERENCES FOR PROCUREMENTS: (a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Vendor agrees to comply with the requirements of this clause and include the requirements of this clause in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) “Manufactured products” means items and construction materials composed in whole or in part of non- ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Item Groups Summary All bid items shall be built to manufacturer base specifications for the item or model number indicated and shall include all standard manufacturer equipment unless otherwise specified. If not already included in manufacturer base specifications, all vehicles shall include air conditioning. When requested by the purchaser, vendors must submit detailed specifications for the item and options offered. Vendors are responsible for providing a chassis (including front axle, rear axle, wheels, and tires) of sufficient GVWR to safely accommodate all options selected by the purchaser. In all areas of these specifications, bidders must comply with current Federal Motor Vehicle Safety Standards (FMVSS, where applicable), and National Highway Traffic Safety Administration (NHTSA) standards. Buses • Buses Electric: 19 to 20 Passenger Capacity Range, Van-Type Cutaway Chassis • Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis • Buses Electric: 44 To 80 Passenger Capacity Range, Commercial-Type Chassis • Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis • Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis • Buses: 33 to 54 Passenger Capacity Range, Commercial-Type, Rear Engine Chassis • Buses: 36 to 52 Passenger Capacity Range, Commercial-Type, Front Engine Chassis Cab and Chassis Trucks • Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor • Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 • Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2* • Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 • Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 • Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 • Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 • Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 • Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 • Cab and Chassis: Tilt Cab (DRW) 4x2 • Mobile Command Unit/Critical Response Unit • Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) • Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) • Refuse Truck: Compact 9.5 Cubic Yds. Self-Loading Refuse Truck • Tactical Armored Vehicles • Terminal Tractor* FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions * Indicates new item group FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses Electric: 19 to 20 Passenger Capacity Range, Van-Type Cutaway Chassis FSA Item Group Description • Electric Motor: 160 kW, 215 hp minimum • Batteries: 68 kW minimum • GVWR: 14,500 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 19 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis FSA Item Group Description • Electric Motor: 230 kW, 315 hp minimum • Batteries: 155 kW battery capacity minimum • GVWR: 23,500 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 20 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses Electric: 44 To 80 Passenger Capacity Range, Commercial-Type Chassis FSA Item Group Description • Electric Motor: 230 kW, 315 hp • Batteries: 155 kW battery capacity (approximate) • GVWR: 36,000 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 44 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis FSA Item Group Description • Engine: Gas • Transmission: Automatic • GVWR: 10,350 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 14 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis FSA Item Group Description • Engine: 240 hp minimum, 6-cylinder diesel • Transmission: Allison (or equivalent) 6-speed automatic • GVWR: 23,500 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 20 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses: 33 to 54 Passenger Capacity Range, Commercial-Type, Rear Engine Chassis FSA Item Group Description • Engine: 240 hp minimum, 6-cylinder diesel • Transmission: Allison (or equivalent) 5-speed automatic • GVWR: 36,000 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 33 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Buses: 36 to 52 Passenger Capacity Range, Commercial-Type, Front Engine Chassis FSA Item Group Description • Engine: 240 hp minimum, 6-cylinder diesel • Transmission: Allison (or equivalent) 5-speed automatic • GVWR: 36,000 lbs. (approximate, sized to meet passenger capacity) • Passenger Seating: Seating for 36 passengers minimum FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor FSA Item Group Description • Electric Motor: 340 kW, 455 hp minimum • Transmission: 2-speed transmission, differential mounted • Batteries: 375 kW storage capacity, frame mounted • GVWR: 54,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 FSA Item Group Description • Electric Motor: 250 kW, 355 hp minimum • Transmission: Manufacturer's standard automatic transmission • Batteries: 282 kW storage capacity • GVWR: 26,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4X2 FSA Item Group Description • Electric Motor: 260 hp (peak) 185 (continuous) • Transmission: Direct drive (no transmission) • Batteries: 210 kW battery pack • GVWR: 33,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 FSA Item Group Description • Engine: Diesel engine, minimum 190 hp • Transmission: Manufacturer's standard automatic transmission • GVWR: 17,500 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 FSA Item Group Description • Engine: Diesel engine, minimum 190 hp • Transmission: Manufacturer's standard automatic transmission • GVWR: 17,500 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 FSA Item Group Description • Engine: Diesel engine, minimum 200 hp • Transmission: Manufacturers standard automatic transmission or approved equivalent (with PTO provision) • GVWR: 25,500 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 FSA Item Group Description • Engine: Diesel engine, minimum 200 hp • Transmission: Manufacturers standard automatic transmission or approved equivalent (with PTO provision) • GVWR: 30,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 FSA Item Group Description • Engine: 350 hp 6-cylinder diesel engine, manufacturer's 11L minimum • Transmission: 10-speed manual with OD or approved equivalent • GVWR: 52,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 FSA Item Group Description • Engine: 350 hp 6-cylinder diesel engine, manufacturer's 11L minimum • Transmission: 10-speed manual with OD or approved equivalent • GVWR: 52,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Cab and Chassis: Tilt Cab (DRW) 4x2 FSA Item Group Description • Engine: Manufacturer's standard diesel engine • Transmission: Manufacturer's standard automatic transmission • GVWR: 12,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Mobile Command Unit/Critical Response Unit FSA Item Group Description • Manufacturer’s standard equipment and specifications, and if not included, manufacturer installed power windows, power door locks, key FOB keyless entry. Must meet all FDOT and FMVSS safety standards. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) FSA Item Group Description • Motor: Electric powered with the OEM recommended electric motor(s) for this application with no less than a 350kW rating • Batteries: Largest available battery for model bid, electric charging system on the truck must be SAE J1772 compliant • GVWR: 60,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) FSA Item Group Description • Engine: 300 hp 6-cylinder diesel engine, manufacturer's 11L minimum • Transmission: Allison 4500 RDS automatic transmission • GVWR: 60,000 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Refuse Truck: Compact 9.5 Cubic Yds. Self-Loading Refuse Truck FSA Item Group Description • Engine: 70 hp diesel engine, EPA compliant • Transmission: Hydrostatic transmission, four-wheel drive • GVWR: 12,900 lbs. FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Tactical Armored Vehicle FSA Item Group Description • Engine: 6.7LV-8 Turbo diesel, 330 hp • Transmission: 10-speed automatic TorqShift with OD • GVWR: GVWR sized to built vehicle (19,500 lbs. approximate) FSA23-VEH21.0: Heavy Trucks and Buses Item Group Descriptions Terminal Tractor FSA Item Group Description • Engine: 173 hp diesel engine • Transmission: 7-speed automatic (6 forward, 1 reverse) FSA Cooperative Purchasing Program FLORIDA SHERIFFS ASSOCIATION FSA23-VEH21.1 Heavy Trucks & Buses Extension Packet Contract Extension Amendment Contract FSA23-VEH21.0: Heavy Trucks and Busses Extension Term: October 1, 2024, through September 30, 2025 The Terms and Conditions of this Contract allow for modification via contract addenda as provided for in Section 1.23. The effective dates of the original contract term for FSA23-VEH21.0 are October 1, 2023, through September 30, 2024. The Florida Sheriffs Association (FSA) shall extend this contract for an additional one (1) year term from October 1, 2024, through September 30, 2025. The Terms and Conditions remain in effect for the contract extension term. Items and pricing may be updated in accordance with Sections 3.05 and 3.06 of the Terms and Conditions. FSA is amending the original contract to reflect the following modifications: •Modify the contract number to FSA23-VEH21.1, which reflects the extension; and •Amend Section 1.03 to recognize the term of the contract extension. Section 1.03 is amended to include the following language: 1.03 TERM OF CONTRACT The FSA elected to renew the contract and extend the term of the contract for another twelve (12) months. The contract extension term will begin October 1, 2024, and end September 30, 2025. For questions regarding this contract extension, please email Hugh Oliver at holiver@flsheriffs.org. Hugh Oliver Florida Sheriffs Association Director- Cooperative Purchasing Program Notice of Final Award FSA23-VEH21.0: Heavy Trucks & Buses Date: October 1, 2023 To: Bidders and Purchasers From: Hugh Oliver, Cooperative Purchasing Program Manger Re: Notice of Final Award for FSA23-VEH21.0: Heavy Trucks & Buses Florida Sheriffs Association (FSA) has completed its 21st year of the cooperative purchasing heavy trucks and buses contract. FSA is issuing the Notice of Final Award for contract FSA23-VEH21.0: Heavy Trucks & Buses that will be effective from October 1, 2023, through September 30, 2024. This year’s bid included 80 items. The contract will offer class 3-5 cab & chassis trucks and buses. The competitive process for this award began in May 2023, when stakeholders were surveyed regarding procurement needs. Items were added based on survey results and the Fleet Advisory Committee’s review of products. An advertisement for the Invitation to Bid was published in the Florida Administrative Weekly, as well as the State of Florida’s Office of Supplier Diversity and the FSA websites. On May 5, 2023, a direct notification was sent to 716 prospective bidders to participate in a voluntary bidder workshop. The ITB advertisement resulted in 81 pre-bid attendees or waivers. Of these respondents, 30 submitted bids and 29 qualified. FSA has identified intended awardees in the attached Final Award Report. The Final Award Report shows up to three lowest bidders per item, per zone. The Florida Sheriffs Association Cooperative Purchasing Program has followed the Contract Terms and Conditions for this procurement. Bidders that become awarded vendors are governed by their manufacturer agreements and the Contract Terms and Conditions. Contract pricing will be extended and guaranteed to the Florida Sheriffs Association, any unit of local government, political subdivision or agency of the State of Florida, or to other entities approved by manufacturers to buy from this contract, which can include out-of-state sales. Vendors that wish to extend contract pricing to entities other than those defined here are governed by their manufacturer’s agreement. All purchasers are bound by state law, local ordinances, rules, and regulations for purchases made under this contract. FSA23-VEH21.0: Heavy Trucks and Busses Contract Renewal October 1, 2024, through September 30, 2025 The Terms and Conditions of this contract allow for modification via contract amendment as provided for in Section 1.23. The effective dates of the contract term for FSA23-VEH21.0 are October 1, 2023, through September 30, 2024. Per Contract Terms and Conditions, Section 3.05, the contract may be renewed by mutual agreement, initiated at the discretion of the FSA (Florida Sheriffs Association), for up to two additional one-year terms on a year-to-year basis. The Florida Sheriffs Association Cooperative Purchasing Program seeks to renew FSA23-VEH21.0 for a one-year term. The contract term will extend from October 1, 2024, through September 30, 2025. Please sign and return this contract renewal acknowledgment prior to May 31, 2024. If the FSA does not receive a written response to this decision by May 31, 2024, the contract term will be extended for the additional period. Any vendor not in agreement may opt out of the extra contract term before September 30, 2024. For questions regarding this contract extension, please email Hugh Oliver at holiver@flsheriffs.org. Name of Authorized Agent (Please Print): Michael Crawford Awarded Vendor Company Name: All Roads Kenworth, LLC Signature: _______________________________ Date: 05/14/2024 FSA23-VEH21.0: Heavy Trucks and Busses Contract Renewal October 1, 2024, through September 30, 2025 The Terms and Conditions of this contract allow for modification via contract amendment as provided for in Section 1.23. The effective dates of the contract term for FSA23-VEH21.0 are October 1, 2023, through September 30, 2024. Per Contract Terms and Conditions, Section 3.05, the contract may be renewed by mutual agreement, initiated at the discretion of the FSA (Florida Sheriffs Association), for up to two additional one-year terms on a year-to-year basis. The Florida Sheriffs Association Cooperative Purchasing Program seeks to renew FSA23-VEH21.0 for a one-year term. The contract term will extend from October 1, 2024, through September 30, 2025. Please sign and return this contract renewal acknowledgment prior to May 31, 2024. If the FSA does not receive a written response to this decision by May 31, 2024, the contract term will be extended for the additional period. Any vendor not in agreement may opt out of the extra contract term before September 30, 2024. For questions regarding this contract extension, please email Hugh Oliver at holiver@flsheriffs.org. Name of Authorized Agent (Please Print): ________________________________ Awarded Vendor Company Name: DUVAL FORD Signature: _______________________________ Date: 4/10/24 FSA23-VEH21.0: Heavy Trucks and Busses Contract Renewal October 1, 2024, through September 30, 2025 The Terms and Conditions of this contract allow for modification via contract amendment as provided for in Section 1.23. The effective dates of the contract term for FSA23-VEH21.0 are October 1, 2023, through September 30, 2024. Per Contract Terms and Conditions, Section 3.05, the contract may be renewed by mutual agreement, initiated at the discretion of the FSA (Florida Sheriffs Association), for up to two additional one-year terms on a year-to-year basis. The Florida Sheriffs Association Cooperative Purchasing Program seeks to renew FSA23-VEH21.0 for a one-year term. The contract term will extend from October 1, 2024, through September 30, 2025. Please sign and return this contract renewal acknowledgment prior to May 31, 2024. If the FSA does not receive a written response to this decision by May 31, 2024, the contract term will be extended for the additional period. Any vendor not in agreement may opt out of the extra contract term before September 30, 2024. For questions regarding this contract extension, please email Hugh Oliver at holiver@flsheriffs.org. Signature: Name of Authorized Agent (Please Print): Ed Costello Awarded Vendor Company Name: Kenworth of Jacksonville _______________________________ Date: 4/12/24 FSA Cooperative Purchasing Program FLORIDA SHERIFFS ASSOCIATION FSA23-VEH21.1 Addition of Repair and Replacement Parts 1 Contract Amendment FSA23-VEH21.1: Heavy Trucks and Buses Addition of Repair and Replacement Parts The Terms and Conditions of this Contract allow for modification via contract amendment as provided for in Section 1.23. Per Contract Terms and Conditions, Section 3.04, the FSA CPP reserves the right to add or delete any items from the contract when deemed to be in the best interest of FSA and purchasers, at its discretion. FSA is amending the original contract to add a new section to Section 3.0 – General Conditions: 3.26 – REPAIR AND REPLACEMENT PARTS FSA authorizes awarded vendors to sell repair and replacement parts. Parts and components pricing must include the administrative fee. If a vendor wishes to offer parts under this contract, the vendor must provide a price list to FSA and offer a discount below MSRP or list price for parts and components. Vendors may provide pricing by submitting a parts pricing sheet to cpp@flsheriffs.org. Vendors are encouraged, but not required to use the template. Items listed below are required for the submission of the pricing sheet: • Description • MSRP or List Price discount percentage • Exceptions to discount provided • Quantity discounts For questions regarding this contract amendment, please email cpp@flsheriffs.org For questions regarding this contract amendment,please email Hugh Oliver at ~ ~Yes,we wish to offer parts.PLease see our completed pricing sheet. L No,we do not wish to offer parts. Name of Authorized Agent (Please Print): ~rr~Wi?Ii~iMS ____________ Awarded Vendor Company Name: o~b ~_____________ Signature:c~-~ Date: 2~~lLo/2~~S 2 FSA Cooperative Purchasing Program FLORIDA SHERIFFS ASSOCIATION FSA23-VEH21.1 Bid Awards Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 19 to 20 Passenger Capacity Range, Van-Type Cutaway Chassis Item:1, Endera, B-Series, B-Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Florida Transportation Systems, Inc. Model 1 Commercial Vehicles, Inc. $306,847.00 $322,025.00 Build Build Options Options Northern Primary Alternate Florida Transportation Systems, Inc. Model 1 Commercial Vehicles, Inc. $306,847.00 $322,025.00 Build Build Options Options Central Primary Alternate Florida Transportation Systems, Inc. Model 1 Commercial Vehicles, Inc. $306,847.00 $322,025.00 Build Build Options Options Southern Primary Alternate Florida Transportation Systems, Inc. Model 1 Commercial Vehicles, Inc. $306,847.00 $322,025.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 19 to 20 Passenger Capacity Range, Van-Type Cutaway Chassis Item:5, Phoenix Motorcars, Z600 Type A School Bus, Z600 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Northern Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Central Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Southern Primary Phoenix Motorcars Leasing LLC $271,450.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Item:2, Bluebird, Vision Electric, Vision Electric Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$413,756.00 Build Options Northern Primary Florida Transportation Systems, Inc.$413,756.00 Build Options Central Primary Florida Transportation Systems, Inc.$413,756.00 Build Options Southern Primary Florida Transportation Systems, Inc.$413,756.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 20 to 52 Passenger Capacity Range, Conventional-Type Chassis Item:3, Bluebird, All-American Electric, T3RE Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$431,490.00 Build Options Northern Primary Florida Transportation Systems, Inc.$431,490.00 Build Options Central Primary Florida Transportation Systems, Inc.$431,490.00 Build Options Southern Primary Florida Transportation Systems, Inc.$431,490.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses Electric: 44 To 80 Passenger Capacity Range, Commercial-Type Chassis Item:6, BYD, The Dreamer, Type D Electric School Bus Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Model 1 Commercial Vehicles, Inc.$442,168.00 Build Options Northern Primary Model 1 Commercial Vehicles, Inc.$442,168.00 Build Options Central Primary Model 1 Commercial Vehicles, Inc.$442,168.00 Build Options Southern Primary Model 1 Commercial Vehicles, Inc.$442,168.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Item:7, Endera, B-Series, B-Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$122,856.00 Build Options Northern Primary Florida Transportation Systems, Inc.$122,856.00 Build Options Central Primary Florida Transportation Systems, Inc.$122,856.00 Build Options Southern Primary Florida Transportation Systems, Inc.$122,856.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Item:8, Starcraft, Allstar, Allstar Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Model 1 Commercial Vehicles, Inc.$86,125.00 Build Options Northern Primary Model 1 Commercial Vehicles, Inc.$86,125.00 Build Options Central Primary Model 1 Commercial Vehicles, Inc.$86,125.00 Build Options Southern Primary Model 1 Commercial Vehicles, Inc.$86,125.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 14 to 25 Passenger Capacity Range, Van-Type Cutaway Chassis Item:93, StarTrans, The Senator II, Senator SII 22 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Northern Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Central Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Southern Primary Matthews Bus Alliance Inc.$102,622.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Item:9, Bluebird, Vision, Vision Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$153,047.00 Build Options Northern Primary Florida Transportation Systems, Inc.$153,047.00 Build Options Central Primary Florida Transportation Systems, Inc.$153,047.00 Build Options Southern Primary Florida Transportation Systems, Inc.$153,047.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Item:11, Starcraft, Allstar, Allstar Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Model 1 Commercial Vehicles, Inc.$150,930.00 Build Options Northern Primary Model 1 Commercial Vehicles, Inc.$150,930.00 Build Options Central Primary Model 1 Commercial Vehicles, Inc.$150,930.00 Build Options Southern Primary Model 1 Commercial Vehicles, Inc.$150,930.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 20 to 52 Passenger Capacity Range, Conventional Truck-Type Cutaway Chassis Item:94, StarTrans, The Senator II HD, Senator HD 28 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Northern Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Central Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Southern Primary Matthews Bus Alliance Inc.$147,140.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 33 to 54 Passenger Capacity Range, Commercial-Type, Rear Engine Chassis Item:12, Bluebird, T3RE, T3RE Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$184,494.00 Build Options Northern Primary Florida Transportation Systems, Inc.$184,494.00 Build Options Central Primary Florida Transportation Systems, Inc.$184,494.00 Build Options Southern Primary Florida Transportation Systems, Inc.$184,494.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Buses: 36 to 52 Passenger Capacity Range, Commercial-Type, Front Engine Chassis Item:13, Bluebird, T3FE, T3FE Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Florida Transportation Systems, Inc.$167,017.00 Build Options Northern Primary Florida Transportation Systems, Inc.$167,017.00 Build Options Central Primary Florida Transportation Systems, Inc.$167,017.00 Build Options Southern Primary Florida Transportation Systems, Inc.$167,017.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Item:14, Kenworth, T680E, T680E Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $467,936.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $471,912.00 $500,286.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $471,912.00 $500,286.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Item:15, Peterbilt, 579EV, 579EV Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$516,074.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$516,074.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$516,074.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $484,000.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: 54,000 lbs. GVWR 4x6 Semi Tractor Item:16, Volvo, VNR, VNR Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $399,036.00 Build Options Northern Primary Nextran Truck Centers $399,036.00 Build Options Central Primary Nextran Truck Centers $399,036.00 Build Options Southern Primary Nextran Truck Centers $399,036.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2 Item:18, International, EMV, MV60E Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $278,256.00 Build Options Northern Primary Cumberland International Trucks of Florida $276,210.00 Build Options Central Primary Alternate Cumberland International Trucks of Florida Sun State International Trucks $276,210.00 $276,466.00 Build Build Options Options Southern Primary Rechtien International Trucks $276,903.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Conventional Cab 33,000 lbs. GVWR (DRW) 4x2 Item:19, Mack, MD7 Electric, MDe7 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $250,028.00 Build Options Northern Primary Nextran Truck Centers $250,028.00 Build Options Central Primary Nextran Truck Centers $250,028.00 Build Options Southern Primary Nextran Truck Centers $250,028.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 Item:20, Battle Motors, LNT, LNT Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $428,600.00 $437,500.00 $536,127.00 Build Build Build Options Options Options Northern Primary Alternate Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $426,600.00 $437,500.00 $536,127.00 Build Build Build Options Options Options Central Primary Alternate Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $437,500.00 $536,127.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. TRUCKMAX, INC. $423,600.00 $536,127.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks Electric: Tilt Cab 26,000 lbs. GVWR (DRW) 4x2 Item:21, Peterbilt, 220EV, 220 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$360,338.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$360,338.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$360,338.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $358,082.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:23, Ford, F-550 Crew Cab, W5G Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,456.00 $64,067.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,156.00 $63,635.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,956.00 $63,941.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,956.00 $64,119.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:24, Ford, F-550 Super Cab, X5G Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,619.00 $63,686.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,319.00 $63,253.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,119.00 $63,559.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $62,119.00 $63,737.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:25, Ford, F-600 Super Cab, F6K Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $64,652.00 $65,276.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $64,352.00 $64,844.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $64,152.00 $65,150.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $64,152.00 $65,328.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:26, Ford, F-550 Regular Cab, F5G Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Duval Ford LLC $61,914.00 Build Options Northern Primary Duval Ford LLC $61,480.00 Build Options Central Primary Duval Ford LLC $61,786.00 Build Options Southern Primary Duval Ford LLC $61,965.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:27, International, CV, 515 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $69,422.00 Build Options Northern Primary Cumberland International Trucks of Florida $68,392.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $68,263.00 $68,392.00 Build Build Options Options Southern Primary Rechtien International Trucks $68,364.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:28, Kenworth, T180, T180 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $95,559.00 Build Options Central Primary All Roads Kenworth, LLC.$95,909.00 Build Options Southern Primary All Roads Kenworth, LLC.$95,909.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x2 Item:29, Peterbilt, 535, 535 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$104,352.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$104,352.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$104,352.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $106,067.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:31, Ford, F-550 Super Cab, X5H Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $65,675.00 $66,310.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $65,375.00 $65,878.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $65,175.00 $66,184.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $65,175.00 $66,362.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:32, Ford, F-550 Crew Cab, W5H Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,639.00 $67,285.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,339.00 $66,852.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,139.00 $67,158.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,139.00 $67,336.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:33, Ford, F-550 Regular Cab, F5H Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,966.00 $64,583.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,966.00 $64,150.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,466.00 $64,456.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $63,466.00 $64,635.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:34, Ford, F-600 Regular Cab, F6L Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $67,298.00 $67,946.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,993.00 $67,514.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,793.00 $67,819.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Duval Ford LLC $66,793.00 $67,997.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 17,500 lbs. GVWR (DRW) 4x4 Item:35, International, CV, 515 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $73,130.00 Build Options Northern Primary Cumberland International Trucks of Florida $72,095.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $71,971.00 $72,095.00 Build Build Options Options Southern Primary Rechtien International Trucks $72,283.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:36, Ford, F-650 Regular Cab, F6D Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $69,110.00 $70,751.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $68,810.00 $70,751.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $68,610.00 $70,751.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $68,610.00 $70,751.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:37, Freightliner, M2, 106 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate SBL Freightliner, LLC Tampa Truck Center $79,500.00 $81,694.00 Build Build Options Options Northern Primary Alternate SBL Freightliner, LLC Tampa Truck Center $79,500.00 $81,694.00 Build Build Options Options Central Primary Alternate SBL Freightliner, LLC Tampa Truck Center $79,500.00 $81,694.00 Build Build Options Options Southern Primary Alternate SBL Freightliner, LLC Tampa Truck Center $79,500.00 $81,694.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:38, Hino, L6, L6 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary TRUCKMAX, INC.$75,821.00 Build Options Northern Primary Alternate TRUCKMAX, INC. Nextran Truck Centers $75,821.00 $80,036.00 Build Build Options Options Central Primary TRUCKMAX, INC.$75,821.00 Build Options Southern Primary TRUCKMAX, INC.$75,821.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:39, International, MV, 607 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $82,432.00 Build Options Northern Primary Cumberland International Trucks of Florida $81,408.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $81,331.00 $81,408.00 Build Build Options Options Southern Primary Rechtien International Trucks $81,883.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:40, Kenworth, T280, T280 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $102,073.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $93,667.00 $97,413.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $93,667.00 $97,413.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:41, Mack, MD6, MD6 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $87,179.00 Build Options Northern Primary Nextran Truck Centers $87,179.00 Build Options Central Primary Nextran Truck Centers $87,179.00 Build Options Southern Primary Nextran Truck Centers $87,179.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 25,500 lbs. GVWR (DRW) 4x2 Item:42, Peterbilt, 536, 536 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$107,305.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$107,305.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$107,305.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $109,703.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:43, Ford, F-750 Regular Cab, F7D Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $70,737.00 $72,136.00 Build Build Options Options Northern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $70,437.00 $72,136.00 Build Build Options Options Central Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $70,237.00 $72,136.00 Build Build Options Options Southern Primary Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami BOZARD FORD $70,237.00 $72,136.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:44, Freightliner, M2, 106 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Tampa Truck Center Orlando Freightliner SBL Freightliner, LLC $81,489.00 $81,514.00 $81,700.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $81,229.00 $81,489.00 $81,700.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $80,922.00 $81,489.00 $81,700.00 Build Build Build Options Options Options Southern Primary Alternate Alternate SBL Freightliner, LLC Tampa Truck Center Orlando Freightliner $80,600.00 $81,489.00 $81,514.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:45, Hino, L7, L7 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary TRUCKMAX, INC.$80,327.00 Build Options Northern Primary Alternate TRUCKMAX, INC. Nextran Truck Centers $80,327.00 $81,939.00 Build Build Options Options Central Primary TRUCKMAX, INC.$80,327.00 Build Options Southern Primary TRUCKMAX, INC.$80,327.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:46, International, MV, 607 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $83,917.00 Build Options Northern Primary Cumberland International Trucks of Florida $82,893.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $82,816.00 $82,893.00 Build Build Options Options Southern Primary Rechtien International Trucks $83,205.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:47, Kenworth, T380, T380 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $102,925.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $96,463.00 $98,800.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $96,463.00 $98,800.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:48, Mack, MD7, MD7 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $92,593.00 Build Options Northern Primary Nextran Truck Centers $92,593.00 Build Options Central Primary Nextran Truck Centers $92,593.00 Build Options Southern Primary Nextran Truck Centers $92,593.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:49, Peterbilt, 537, 537 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$111,720.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$111,720.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$111,720.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $115,029.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 30,000 lbs. GVWR (DRW) 4x2 Item:50, Western Star, 47X, 47X Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Tampa Truck Center $114,258.00 Build Options Northern Primary Tampa Truck Center $114,258.00 Build Options Central Primary Tampa Truck Center $114,258.00 Build Options Southern Primary Tampa Truck Center $114,258.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:51, Freightliner, M2, 112 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $114,240.00 $114,800.00 $115,057.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $114,240.00 $114,800.00 $115,057.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $113,660.00 $113,800.00 $115,057.00 Build Build Build Options Options Options Southern Primary Alternate Alternate SBL Freightliner, LLC Orlando Freightliner Tampa Truck Center $112,800.00 $114,240.00 $115,057.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:52, International, HV, 613 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $118,746.00 Build Options Northern Primary Cumberland International Trucks of Florida $117,721.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $117,665.00 $117,721.00 Build Build Options Options Southern Primary Rechtien International Trucks $118,336.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:53, International, HX, 62F Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $133,958.00 Build Options Northern Primary Cumberland International Trucks of Florida $132,946.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $132,819.00 $132,946.00 Build Build Options Options Southern Primary Rechtien International Trucks $133,958.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:54, Kenworth, T880, T880 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $142,390.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $141,784.00 $142,158.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $141,784.00 $142,158.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:55, Mack, AN or G Series, AN or G Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $136,427.00 Build Options Northern Primary Nextran Truck Centers $136,427.00 Build Options Central Primary Nextran Truck Centers $136,427.00 Build Options Southern Primary Nextran Truck Centers $136,427.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:56, Peterbilt, 567, 567 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$161,416.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$161,416.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$161,416.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $163,188.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:57, Volvo, V Series, V Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $136,489.00 Build Options Northern Primary Nextran Truck Centers $136,489.00 Build Options Central Primary Nextran Truck Centers $136,489.00 Build Options Southern Primary Nextran Truck Centers $136,489.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Semi Tractor 4x6 Item:58, Western Star, 47X, 47X Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Tampa Truck Center Orlando Freightliner $132,716.00 $133,306.00 Build Build Options Options Northern Primary Alternate Tampa Truck Center Orlando Freightliner $132,716.00 $133,306.00 Build Build Options Options Central Primary Alternate Tampa Truck Center Orlando Freightliner $132,716.00 $132,736.00 Build Build Options Options Southern Primary Alternate Tampa Truck Center Orlando Freightliner $132,737.00 $133,306.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:59, Freightliner, M2, 112 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $108,265.00 $108,600.00 $113,309.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $108,265.00 $108,900.00 $113,309.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner SBL Freightliner, LLC Tampa Truck Center $108,265.00 $108,600.00 $113,309.00 Build Build Build Options Options Options Southern Primary Alternate Alternate SBL Freightliner, LLC Orlando Freightliner Tampa Truck Center $106,600.00 $108,265.00 $113,309.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:60, International, HX, 62F Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $130,924.00 Build Options Northern Primary Cumberland International Trucks of Florida $129,914.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $129,850.00 $129,914.00 Build Build Options Options Southern Primary Rechtien International Trucks $130,335.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:61, International, HV, 613 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Cumberland International Trucks of Florida $117,875.00 Build Options Northern Primary Cumberland International Trucks of Florida $116,850.00 Build Options Central Primary Alternate Sun State International Trucks Cumberland International Trucks of Florida $116,812.00 $116,850.00 Build Build Options Options Southern Primary Rechtien International Trucks $118,380.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:62, Kenworth, T880, T880 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Truckworx Kenworth $173,342.00 Build Options Northern Primary Kenworth of Jacksonville $146,040.00 Build Options Central Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $136,917.00 $137,927.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. Florida Kenworth, LLC $136,917.00 $137,927.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:63, Mack, AN or G Series, AN or G Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $143,570.00 Build Options Northern Primary Nextran Truck Centers $143,570.00 Build Options Central Primary Nextran Truck Centers $143,570.00 Build Options Southern Primary Nextran Truck Centers $143,570.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:64, Peterbilt, 5671, 5671 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$161,015.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$161,015.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$161,015.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $165,308.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:65, Volvo, V Series, V Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $138,213.00 Build Options Northern Primary Nextran Truck Centers $138,213.00 Build Options Central Primary Nextran Truck Centers $138,213.00 Build Options Southern Primary Nextran Truck Centers $138,213.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis Trucks: 52,000 lbs. GVWR Truck 4x6 Item:66, Western Star, 49X, 49X Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $130,391.00 $133,340.00 $144,599.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $130,391.00 $133,340.00 $144,599.00 Build Build Build Options Options Options Central Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $129,803.00 $133,340.00 $144,599.00 Build Build Build Options Options Options Southern Primary Alternate Alternate Orlando Freightliner Tampa Truck Center SBL Freightliner, LLC $130,391.00 $133,340.00 $137,599.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:67, Battle Motors, LNT, LNT-21 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. $177,207.00 $178,411.00 Build Build Options Options Northern Primary Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. $177,207.00 $178,411.00 Build Build Options Options Central Primary Container Systems & Equipment Co., Inc.$178,411.00 Build Options Southern Primary All Roads Kenworth, LLC.$177,207.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:68, Isuzu, NPR-HD, N3F1 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $51,824.00 $52,500.00 $55,915.00 Build Build Build Options Options Options Northern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $51,824.00 $52,500.00 $55,915.00 Build Build Build Options Options Options Central Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $51,824.00 $52,500.00 $55,915.00 Build Build Build Options Options Options Southern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $51,824.00 $52,500.00 $55,915.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:69, Isuzu, FTR Chassis, MT1/G1 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $77,591.00 $84,000.00 $85,944.00 Build Build Build Options Options Options Northern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $77,591.00 $84,000.00 $85,944.00 Build Build Build Options Options Options Central Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $77,591.00 $84,000.00 $85,944.00 Build Build Build Options Options Options Southern Primary Alternate Alternate DeLand Truck Center, Inc. TRUCKMAX ISUZU Nextran Truck Centers $77,591.00 $84,000.00 $85,944.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:70, Kenworth, K270, K270 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Northern Primary Kenworth of Jacksonville $99,510.00 Build Options Central Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $96,870.00 $99,516.00 Build Build Options Options Southern Primary Alternate Florida Kenworth, LLC All Roads Kenworth, LLC. $96,870.00 $99,516.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Cab and Chassis: Tilt Cab (DRW) 4x2 Item:71, Peterbilt, 2201, 220 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$119,856.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$119,856.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$119,856.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $122,502.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Mobile Command Unit/Critical Response Unit Item:76, Frontline Communications, CRU-22, CRU-22 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Ten-8 Fire & Safety, LLC $341,795.00 Build Options Northern Primary Ten-8 Fire & Safety, LLC $341,795.00 Build Options Central Primary Ten-8 Fire & Safety, LLC $341,795.00 Build Options Southern Primary Ten-8 Fire & Safety, LLC $341,795.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:78, Battle Motors, LET II, LET II Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. TRUCKMAX, INC. $435,000.00 $466,590.00 $537,981.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Container Systems & Equipment Co., Inc. All Roads Kenworth, LLC. TRUCKMAX, INC. $435,000.00 $463,590.00 $537,981.00 Build Build Build Options Options Options Central Primary Alternate Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $435,000.00 $537,981.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. TRUCKMAX, INC. $460,590.00 $537,981.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:80, Mack, Mack LR Electric, Mack LR Electric Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $489,564.00 Build Options Northern Primary Nextran Truck Centers $489,564.00 Build Options Central Primary Nextran Truck Centers $489,564.00 Build Options Southern Primary Nextran Truck Centers $489,564.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck Electric: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:81, Peterbilt, 520EV, 520EV Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$513,746.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$513,746.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$513,746.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $509,545.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:82, Autocar, ACX64, ACX64 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Florida Kenworth, LLC Nacarato Trucks General Partnership $204,315.00 $204,974.00 $206,413.00 Build Build Build Options Options Options Northern Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Florida Kenworth, LLC Nacarato Trucks General Partnership $202,915.00 $204,974.00 $206,413.00 Build Build Build Options Options Options Central Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Florida Kenworth, LLC Nacarato Trucks General Partnership $200,415.00 $204,974.00 $206,413.00 Build Build Build Options Options Options Southern Primary Alternate Alternate Bachrodt FT, LLC dba Palmetto Ford of Miami Florida Kenworth, LLC Nacarato Trucks General Partnership $199,715.00 $204,974.00 $206,413.00 Build Build Build Options Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:83, Battle Motors, LET2, LET2-44 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $212,088.00 $212,700.00 $293,575.00 Build Build Build Options Options Options Northern Primary Alternate Alternate All Roads Kenworth, LLC. Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $212,088.00 $212,700.00 $293,575.00 Build Build Build Options Options Options Central Primary Alternate Container Systems & Equipment Co., Inc. TRUCKMAX, INC. $212,700.00 $293,575.00 Build Build Options Options Southern Primary Alternate All Roads Kenworth, LLC. TRUCKMAX, INC. $212,088.00 $293,575.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:85, Mack, TE Series, TE Series Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Nextran Truck Centers $185,003.00 Build Options Northern Primary Nextran Truck Centers $185,003.00 Build Options Central Primary Nextran Truck Centers $185,003.00 Build Options Southern Primary Nextran Truck Centers $185,003.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: 60,000 lbs. GVWR 4x6 (cab and chassis only) Item:86, Peterbilt, 520, 520 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Rush Truck Centers of Florida, Inc.$206,815.00 Build Options Northern Primary Rush Truck Centers of Florida, Inc.$206,815.00 Build Options Central Primary Rush Truck Centers of Florida, Inc.$206,815.00 Build Options Southern Primary The Peterbilt Store South Florida LLC $209,896.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Refuse Truck: Compact 9.5 Cubic Yds. Self-Loading Refuse Truck Item:87, Broyhill, TD3.6, TD3.6 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Broyhill Equipment LLC $262,159.00 Build Options Northern Primary Broyhill Equipment LLC $262,159.00 Build Options Central Primary Broyhill Equipment LLC $262,159.00 Build Options Southern Primary Broyhill Equipment LLC $262,159.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Tactical Armored Vehicles Item:88, Terradyne, Gurkha MPV, Gurkha MPV Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Terradyne Armored Vehicles Inc.$220,821.00 Build Options Northern Primary Terradyne Armored Vehicles Inc.$221,316.00 Build Options Central Primary Terradyne Armored Vehicles Inc.$220,821.00 Build Options Southern Primary Terradyne Armored Vehicles Inc.$221,316.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:89, Autocar, ACTT42, ACTT42 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Southern States ToyotaLift SBL Freightliner, LLC $142,995.00 $151,389.00 Build Build Options Options Northern Primary Alternate Southern States ToyotaLift SBL Freightliner, LLC $142,995.00 $151,389.00 Build Build Options Options Central Primary Alternate Southern States ToyotaLift SBL Freightliner, LLC $142,995.00 $149,389.00 Build Build Options Options Southern Primary SBL Freightliner, LLC $147,389.00 Build Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:90, Kalmar Ottawa, T2, 71056 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,341.00 $146,959.00 Build Build Options Options Northern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,240.00 $146,959.00 Build Build Options Options Central Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,442.00 $146,959.00 Build Build Options Options Southern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $139,643.00 $146,959.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:91, Kalmar Ottawa, T2 4x2 Oroad, 71055 Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,551.00 $144,950.00 Build Build Options Options Northern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,450.00 $144,950.00 Build Build Options Options Central Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,652.00 $144,950.00 Build Build Options Options Southern Primary Alternate Kenworth of Jacksonville Rechtien International Trucks $135,853.00 $144,950.00 Build Build Options Options Bid Award Contract: FSA23-VEH21.0, Heavy Trucks and Buses Group:Terminal Tractor Item:92, Tico, Pro-Spotter, Pro-Spotter Description:Refer to Item Group Specications PDF document for FSA Base Specications. Model Upgrade/Downgrade: Zone Rank Vendor Price Build File Options File Western Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $148,121.00 $149,167.00 Build Build Options Options Northern Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $148,121.00 $149,167.00 Build Build Options Options Central Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $148,121.00 $149,167.00 Build Build Options Options Southern Primary Alternate Tampa Truck Center Nacarato Trucks General Partnership $148,121.00 $149,167.00 Build Build Options Options A. B. C. D. E. F. G. H. I. J. K. FSA Cooperative Purchasing Program FSA23-VEH21.1: Heavy Trucks & Buses Terms & Conditions FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 1 Table of Contents 1.0 GENERAL CONDITIONS .............................................................................................................. 5 1.01 BID CORRESPONDENCE ................................................................................................. 5 1.02 PURPOSE ....................................................................................................................... 5 1.03 TERM OF CONTRACT ..................................................................................................... 5 1.04 JURISDICTION ................................................................................................................ 5 1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER ......................................................... 5 1.06 FUNDING ....................................................................................................................... 6 1.07 CURRENCY ..................................................................................................................... 6 1.08 GENERAL DEFINITIONS .................................................................................................. 6 1.09 ELIGIBLE PURCHASERS OF CONTRACT .......................................................................... 8 1.10 LEGAL REQUIREMENTS ................................................................................................. 8 1.11 PATENTS & ROYALTIES .................................................................................................. 9 1.12 FEDERAL AND STATE STANDARDS ................................................................................ 9 1.13 UNDERWRITERS’ LABORATORIES ................................................................................. 9 1.14 AMERICANS WITH DISABILITIES ACT ............................................................................ 9 1.15 REASONABLE ACCOMMODATION ................................................................................ 9 1.16 DISADVANTAGED BUSINESSES ...................................................................................... 9 1.17 ANTI-DISCRIMINATION ............................................................................................... 10 1.18 BEST COMMERCIAL PRACTICES .................................................................................. 10 1.19 PUBLIC ENTITY CRIMES (PEC) ...................................................................................... 10 1.20 TAX EXEMPTION .......................................................................................................... 10 1.21 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT ................................................ 11 1.22 COMMUNICATIONS .................................................................................................... 11 1.23 CLARIFICATION AND ADDENDA .................................................................................. 11 1.24 SIGNED BID CONSIDERED AN OFFER .......................................................................... 12 1.25 ASSIGNMENT OF CONTRACT ...................................................................................... 12 1.26 TERMINATION OF PRODUCT LINE............................................................................... 12 1.27 DEMONSTRATION OF COMPETENCY .......................................................................... 12 1.28 VENDOR ABILITY TO PERFORM ................................................................................... 13 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 2 1.29 FINANCIAL RESPONSIBILITY ........................................................................................ 13 1.30 QUALITY AND SAFETY ................................................................................................. 13 1.31 NONCONFORMANCE .................................................................................................. 14 1.32 GRATUITIES ................................................................................................................. 14 1.33 TIE BIDS ....................................................................................................................... 14 1.34 RIGHT TO AUDIT .......................................................................................................... 14 1.35 LICENSES AND PERMITS .............................................................................................. 15 1.36 PERFORMANCE BONDS ............................................................................................... 15 1.37 ELIMINATION FROM CONSIDERATION ....................................................................... 15 1.38 INDEPENDENT PREPARATION ..................................................................................... 15 1.39 DEFAULT ...................................................................................................................... 16 1.40 PROTESTS AND ARBITRATION ..................................................................................... 16 1.41 NONPERFORMANCE ................................................................................................... 17 1.42 SEVERABILITY .............................................................................................................. 18 1.43 TERMINATION FOR CAUSE .......................................................................................... 18 1.44 TERMINATION WITHOUT CAUSE ................................................................................ 18 1.45 CONTRACT ADVERTISEMENT AND USE OF FSA LOGO ................................................ 19 2.0 BIDDER INSTRUCTIONS ........................................................................................................... 20 2.01 QUALIFICATION ........................................................................................................... 20 2.02 LICENSING AND FACILITIES ......................................................................................... 20 2.03 INSURANCE AND INDEMNIFICATION .......................................................................... 21 2.04 SPECIFICATIONS .......................................................................................................... 23 2.05 SEALED BIDS ................................................................................................................ 23 2.06 MISTAKES .................................................................................................................... 23 2.07 EXCEPTIONS ................................................................................................................ 23 2.08 EQUIVALENTS .............................................................................................................. 23 2.09 MANDATORY PRE-BID MEETING ................................................................................ 24 2.10 PRICES QUOTED – HEAVY TRUCKS AND BUSES AND EQUIPMENT INVITATIONS TO BID 24 2.11 PRICES QUOTED – PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATION TO BID ............................................................................................................................... 24 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 3 2.12 PURSUIT, ADMINISTRATIVE, AND OTHER VEHICLES CONTRACT COST-PLUS-PERCENT PRICING ....................................................................................................................... 25 2.13 OPTION PRICING – EQUIPMENT INVITATION TO BID ................................................. 26 2.14 OPTION PRICING – HEAVY TRUCKS AND BUSES AND PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATIONS TO BID ....................................................................... 27 2.15 EMERGENCY LIGHTS AND SIRENS ............................................................................... 28 2.16 BID SUBMISSION ......................................................................................................... 29 2.17 ZONE BIDDING ............................................................................................................ 30 2.18 EXECUTION OF BID ...................................................................................................... 30 2.19 MODIFICATION OR WITHDRAWALS OF BIDS .............................................................. 30 2.20 LATE BIDS .................................................................................................................... 30 2.21 BID OPENING ............................................................................................................... 30 2.22 DETERMINATION OF RESPONSIVENESS ...................................................................... 31 2.23 RESPONSIBLE BIDDER CRITERIA .................................................................................. 31 2.24 BASIS FOR AWARD ...................................................................................................... 31 2.25 BID TABULATIONS ....................................................................................................... 32 2.26 MINOR IRREGULARITIES/RIGHT TO REJECT ................................................................ 32 2.27 CONE OF SILENCE ........................................................................................................ 32 3.0 CONTRACT CONDITIONS ......................................................................................................... 33 3.01 GENERAL REQUIREMENTS .......................................................................................... 33 3.02 STATEMENT OF AUTHORITY ....................................................................................... 33 3.03 VENDOR CONTACT INFORMATION ............................................................................. 33 3.04 ADDITIONS OR DELETIONS.......................................................................................... 33 3.05 CONTRACT EXTENSION ............................................................................................... 33 3.06 PRICE ADJUSTMENT .................................................................................................... 34 3.07 CONDITIONS ................................................................................................................ 34 3.08 PRODUCTION CUTOFF ................................................................................................ 35 3.09 FACILITIES .................................................................................................................... 35 3.10 PURSUIT RATED VEHICLES & MOTORCYCLES ............................................................. 35 3.11 SPECIAL SERVICE VEHICLES ......................................................................................... 35 3.12 CAB AND CHASSIS PURCHASES ................................................................................... 35 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 4 3.13 FACTORY-INSTALLED OPTIONS ................................................................................... 35 3.14 VENDOR-INSTALLED OPTIONS .................................................................................... 36 3.15 NON-SCHEDULED OPTIONS ........................................................................................ 36 3.16 FORCE MAJEURE ......................................................................................................... 36 3.17 PURCHASE ORDERS ..................................................................................................... 36 3.18 REGISTRATION, TAG, AND TITLE ................................................................................. 37 3.19 DELIVERY ..................................................................................................................... 37 3.20 INSPECTION AND ACCEPTANCE .................................................................................. 38 3.21 INVOICING AND PAYMENTS........................................................................................ 38 3.22 WARRANTY.................................................................................................................. 39 3.23 QUARTERLY REPORTS ................................................................................................. 39 3.24 ADMINISTRATIVE FEE .................................................................................................. 39 3.25 LIQUIDATED DAMAGES ............................................................................................... 40 Appendix A: Zone Map .............................................................................................................. 42 Appendix B. Bid Calendar .......................................................................................................... 43 Appendix C: ACH Payments ...................................................................................................... 45 Appendix D: Federal Clauses ..................................................................................................... 46 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 5 1.0 GENERAL CONDITIONS 1.01 BID CORRESPONDENCE All correspondence regarding this bid should be directed to the Florida Sheriffs Association, “FSA”. Please be sure to reference the bid number and title and provide your contact information. Communication for this Invitation to Bid should be identified by contract number and title and directed to: Florida Sheriffs Association Attn: Cooperative Purchasing Program Coordinator 2617 Mahan Drive Tallahassee, FL 32308 E-mail: CPP@flsheriffs.org 1.02 PURPOSE The Florida Sheriffs Association invites interested Bidders, including manufacturers and dealers or authorized representatives to submit responses in accordance with these solicitation documents. The FSA Cooperative Purchasing Program will conduct the solicitation process and administer the resulting contract. The purpose of this bid is to establish contracts with manufacturers and manufacturer’s authorized dealers for contract terms specified under Section 1.03 for the purchase of items on a “no trade-in basis.” 1.03 TERM OF CONTRACT The term for Contracts FSA23-VEL31.0 Pursuit, Administrative and Other Vehicles and FSA23-VEH21.0 Heavy Trucks and Buses shall remain in effect for one year from date of contract execution by the FSA, and may be extended by mutual agreement, at the sole option and discretion of the FSA. The initial term of these contracts begins October 1, 2023, and ends September 30, 2024. The term for Contract FSA23-EQU21.0 Equipment shall remain in effect for two years from date of contract execution by the FSA, and may be extended by mutual agreement, at the sole option and discretion of the FSA. The initial term of this contract begins October 1, 2023, and ends September 30, 2025. Contract extensions will only be executed when the FSA determines, based on then-existing conditions, that it is in the best interest of the FSA and the purchasers to do so. 1.04 JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall lie in the appropriate court in and for Leon County, Florida. 1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER The Offices of the Sheriff in the State of Florida are constitutional offices of the State of Florida. Each has the authority either individually or collectively to execute contracts for all goods and services for the proper conduct of that office. Section 30.53, Florida Statutes, exempts the sheriffs’ offices from the provisions of the Florida Statute that would otherwise require sealed and competitive bidding procedures. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 6 The Office of the Sheriff is not required by law to accept the lowest priced proposal and may reject any or all of the proposals without recourse. Bidders are solely responsible for their own bid preparation costs and nothing in this solicitation in any way obligates the participating sheriffs’ offices for any payment for any activity or costs incurred by any Bidder in responding to this solicitation. 1.06 FUNDING In the case of certain purchasers, including state agencies, funds expended for the purposes of the contract must be appropriated by the Florida Legislature, the individual participating agency or the agency’s appropriating authority for each fiscal year included within the contract period. For such agencies, their performances and obligations to pay for products or services under any resulting contract, or purchase order, are contingent upon such an annual appropriation by the Legislature, individual agency or by the appropriating authority. Therefore, any contract or purchase order with such an agency shall automatically terminate without penalty or termination costs in the event of non-appropriation. 1.07 CURRENCY All transaction amounts, bids, quotes, provisions, payments or any part of this contract relating to currency are to be made in United States Dollars. 1.08 GENERAL DEFINITIONS The terms used in this contract are defined as the following: A. Base Specification: Written descriptions of the minimum requirements for each item or item group developed by the FSA CPP for Bidders to bid on. These item requirements may be unique to FSA CPP and require additional components to the manufacturer’s standard item. B. Bid System: The online forum used for the submission of bids and review of bid results for the specifications connected to this Invitation to Bid. VendorLink is the software used for this bid. C. Bidder: A bidder or enterprise that submits a formal bid to the Florida Sheriffs Association Cooperative Purchasing Program in accordance with the Florida Sheriffs Association Cooperative Purchasing Program Terms and Conditions. A bidder, that is not the manufacturer, must be authorized by the manufacturer to market and sell an item for which they are bidding. D. Build sheet: A document from the Bidder that confirms that the item submitted by Bidders meets or exceeds the FSA CPP Base Specification. Build sheets include, but are not limited to, the factory options list and door data plate information for vehicles that include details such as engine size and transmission, paint codes, production date, axle code, etc. E. Dealer: An enterprise authorized by the manufacturer to market, sell, provide, and service the items for the Florida Sheriffs Association Cooperative Purchasing Program. Dealers may be Vendor-owned and controlled, in whole or in part, or independently owned and controlled. F. End User: A term used to distinguish the person who ultimately uses or is intended to use a product or for whom a product is designed for use. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 7 G. Factory: Refers to the manufacturer produced products. H. Fleet Advisory Committee (committee): An employee of a sheriff’s office or other local governmental agency, or person who FSA CPP identifies as a subject matter expert who assists with the development of bid specifications and evaluation of bid responses. The committee makes recommendations to the FSA CPP and is not responsible for final awards. I. Florida Sheriffs Association Cooperative Purchasing Program (FSA CPP): The entity that administers the Invitation to Bid and contract administration functions for the resulting contract(s). J. Invitation to Bid: A competitive solicitation and award process established through the issuance of an invitation to Bidders, vendors, dealers and manufacturers to submit a price offer on a specific product to be provided. This term shall include the Bid Specifications available to Bidders on the Bid System and references to solicitation documents. The term shall not include requests for proposals, requests for quotes, requests for letters of interest, or the solicitation of purchase orders based on oral or written quotations. K. Manufacturer: The original producer or provider of items offered on this contract. L. Manufacturer’s Suggested Retail Price (MSRP): Manufacturer’s Suggested Retail Price (MSRP) represents the Manufacturer’s recommended retail selling price, list price, published list price, or other usual and customary price that would be paid by the purchaser. The following are acceptable sources of current MSRPs and MSRP Lists for use in submission of the bid solicitation and the resulting contract: a. Manufacturer’s Computer Printouts b. Chrome Systems, Inc.’s PC Carbook Plus and PC Carbook Fleet Edition c. Manufacturer’s Annual U.S. Price Book d. Manufacturer’s official website M. Non-Scheduled Option: Any optional new or unused component, feature or configuration that is not included or listed in the Base Specifications or options provided by the Vendor. N. Production Cutoff: A date used by manufacturers to notify vendors and dealers that the manufacturer has reached maximum capacity for orders or are discontinuing the production of an item. Vehicle manufacturers use this term when referring to any given model year for production. O. Published List Price: A standard “quantity of one” price currently available to government and educational purchasers, excluding cooperative or volume discounts. P. Purchase Order: A request for order from a purchaser to an awarded Vendor for an item that has been awarded on this contract. Purchase Orders placed using this contract formalize the terms and conditions of this contract under which a Vendor furnishes items to a purchaser. Q. Purchaser: A purchaser is an entity that seeks to obtain items awarded on this contract by meeting the eligible user criteria. R. Qualification Packet: This document contains the required forms, attestations, authorizations, and organizational information needed by Bidders to submit a successful and complete bid. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 8 S. Terms & Conditions: This document, which serves as the governing Invitation to Bid and contract for the identified FSA CPP Invitation to Bid and resulting contract(s). Standard regulations, processes, procedures, and compliance requirements are identified herein. Bidders complete a qualification packet during the bid process indicating they agree to comply with the Terms & Conditions, and that this will serve as a contract for both parties, should the Bidder(s) receive award. T. Third Party Supplier: Businesses external to a Bidder or Vendor that provide products and services which contribute to the overall finished item in this contract. Third Party Suppliers are contractors under the direction and responsibility of the Bidder or Vendor. U. Vendor: The Bidder(s) that receive award, who agree to provide the contract items that meet the requirements and Base Specifications of the contract. The Vendor must agree to the Terms & Conditions, which will serve as the governing contract. If the Vendor is not the manufacturer, the Vendor must be authorized by the manufacturer to market, sell, provide, and service all awarded items. V. Vendor Installed: A product or service provided by the Vendor or other third party; not the factory. 1.09 ELIGIBLE PURCHASERS OF CONTRACT Awarded bid contract prices, will be extended and guaranteed to the Florida Sheriffs Association, any unit of local government, political subdivision or agency of the State of Florida. This includes, but is not limited to counties, municipalities, sheriffs’ offices, clerks, property appraisers, tax collectors, supervisors of elections, school boards or districts, water management districts, other special districts, police and fire departments, emergency response units, state universities and colleges, or other state, local or regional government entities within the State of Florida. Eligible purchaser also includes all Eligible Users as defined in F.A.C. 60A-1.001(2). All purchasers are bound by applicable Federal and State law, local ordinances, rules and regulations for purchases made under this contract. Participating agencies cannot guarantee any order other than those ordered by the individual agency. In addition, awarded bids can be extended and guaranteed to other entities, which can include out-of-state sales, in accordance with Vendors’ individual manufacturers’ agreements. Vendors that wish to extend contract pricing to entities other than those defined here are governed by their manufacturers’ agreements and must agree to the Terms & Conditions. 1.10 LEGAL REQUIREMENTS Federal, State, and local laws, ordinances, rules and regulations, including any applicable motor vehicle dealer laws, that in any manner affect the items covered herein apply. Lack of knowledge by the Bidder of applicable legal requirements will in no way be a cause for relief from responsibility. Bidders have the option to certify that they are willing to accept purchase orders funded in whole or in part with federal funds. By opting in, Bidders certify that they are willing to comply with the requirements outlined in Appendix D upon receipt of a federally funded purchase order. This is not a requirement of the Invitation to Bid or contract. Bidders are not required to opt-in; however, they are required to indicate whether they will opt-in or opt- out of receiving federally funded purchase orders. FSA CPP has taken actions to provide and develop information, materials, and resources for Bidders, Vendors and purchasers that will assist in the use of federal funding with this FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 9 contract. It is the responsibility of the purchaser to determine compliance for each Vendor, if they wish to use federal funds for purchase or intend to request reimbursements using federal funds. 1.11 PATENTS & ROYALTIES The Bidder/Vendor, without exception, shall indemnify and hold harmless the Florida Sheriffs Association (FSA) and its employees from liability of any nature or kind, including costs and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the FSA or a purchaser. If the Bidder/Vendor uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the bid prices shall include all royalties or costs in any way arising, directly or indirectly, from the use of such design, device, or materials in any way involved in the work. 1.12 FEDERAL AND STATE STANDARDS It is the intent of FSA CPP that all specifications herein are in full and complete compliance with all Federal and State of Florida laws, requirements, and regulations applicable to the type and class of commodities and contractual services being provided. In addition, any applicable Federal or State legal or regulatory requirements that become effective during the term of the Terms & Conditions, regarding the items and services specifications, safety, and environmental requirements shall immediately become a part of the Terms & Conditions. The Vendor shall meet or exceed any such requirements of the laws and regulations. If an apparent conflict exists, the Vendor shall contact the FSA CPP immediately. 1.13 UNDERWRITERS’ LABORATORIES Unless otherwise stipulated in the bid, all manufactured items and fabricated assemblies shall be Underwriters’ Laboratories, or U.L., listed or re-examination listing where such has been established by U.L. for the item(s) offered and furnished. 1.14 AMERICANS WITH DISABILITIES ACT To request this material in accessible format, sign language interpreters, information on access for persons with disabilities, or any accommodation to review any document or participate in any FSA sponsored proceeding, please contact FSA Human Resources at (850) 877-2165 five business days in advance to initiate your request. TTY users may also call the Florida Relay Service at 711. 1.15 REASONABLE ACCOMMODATION In accordance with the Title II of the Americans with Disabilities Act, any person requiring an accommodation because of a disability at the bid opening must contact the FSA Human Resources at (850) 877-2165. 1.16 DISADVANTAGED BUSINESSES As part of the solicitation process FSA CPP makes information publicly available to potentially qualified entities, and conducts additional outreach to qualified: FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 10 • Small businesses, • Minority-owned small businesses, • Women-owned small business enterprises, and • Disadvantaged business enterprises. FSA CPP takes necessary affirmative steps to ensure that minority businesses, women’s business enterprises, and labor surplus area firms are used, when possible, as recommended by 2 C.F.R. § 200.321. FSA CPP will: • Evaluate whether small, minority, and women’s businesses are potential sources, • Place those qualified small and minority businesses and women’s business enterprises on solicitation lists, and • Search the Small Business Administration, Minority Business Development Agency, and Labor Surplus Area reports for additional potential sources. Bidders self-certify in the qualification packet whether they meet the state and federal definitions of a small business, minority-owned small business, women-owned small business enterprise, and disadvantaged business. 1.17 ANTI-DISCRIMINATION The Bidder certifies that they are in compliance as applicable by federal or state law with the non-discrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin. 1.18 BEST COMMERCIAL PRACTICES The apparent silence or omission of any description from the specifications shall be regarded as meaning that only the best commercial practices, size, and design are to be used. All workmanship is to be first quality. All interpretations of this specification shall be upon the basis of this statement. 1.19 PUBLIC ENTITY CRIMES (PEC) In accordance with the Public Entity Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of Management Services following a conviction for public entity crimes may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a vendor, supplier, sub-vendor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.20 TAX EXEMPTION Purchasers making a purchase pursuant to the awarded bid are generally exempt from Federal Excise and State Sales Tax. It is the responsibility of the Vendor to verify that the purchaser is exempt by obtaining the purchaser’s Federal Excise and State Taxes and Use Certificate Number. The Florida Sheriffs Association is a 501(c)3 organization and is exempt from all Federal Excise and State Taxes. The FSA State Sales Tax and Use Certificate Number is 85-8012646919C-3. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 11 1.21 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT In the event of conflict, the conflict may be resolved in the following order of priority (highest to lowest): • Addenda to Contract Terms & Conditions, if issued • Contract Conditions • General Conditions • Addenda to Bid Specifications, if issued • Bid Specifications • Bidder Instructions 1.22 COMMUNICATIONS Communications between a Bidder, lobbyist or consultant and FSA are limited to matters of process or procedure and shall be made in writing to the FSA CPP Staff. Bidders should not rely on representations, statements, or explanations other than those made in this Invitation to Bid or in any written addendum to this Invitation to Bid, and no oral representations, statements, or explanations shall be deemed to bind the FSA or eligible users. 1.23 CLARIFICATION AND ADDENDA Any questions or clarifications concerning the Invitation to Bid shall be submitted to FSA CPP by e-mail to CPP@flsheriffs.org with the bid title and number referenced on all correspondence. Final questions must be received by the date for Request for Clarification stated on the Bid Calendar. Questions and answers will be posted to the FSA CPP website on the date indicated on the Bid Calendar. Questions received during the cone of silence date listed on the bid calendar will not be addressed, except as provided herein. Interpretation of the specifications or any solicitation documents will not be made to the Bidder verbally, and if any verbal clarifications are provided, they are without legal effect. FSA CPP will make every attempt to e-mail updates to registered Bidders. However, posting to the FSA CPP website or the Bid System constitutes proper notice of addenda. The FSA CPP shall issue a Formal Addendum if substantial changes that impact the submission of bids are required. Any such addenda shall be binding on the Bidder and shall become a part of the solicitation document. In the event of conflict with the original specifications, addenda shall govern to the extent specified. Subsequent Formal Addenda shall govern over prior Formal Addenda only to the extent specified. The FSA will not be responsible for any explanation or interpretation made verbally or in writing except those made through the posting of a Formal Addendum. The bid submission constitutes acknowledgment of addenda to the Bid Specifications. Bids that fail to account for the specification addenda shall be determined to be nonresponsive; however, the FSA CPP may waive this requirement when in its best interest. After the start of the contract term, FSA CPP will notify all Vendors of any addenda and will require acknowledgement of the new terms and conditions. If the Vendor does not agree to the new terms and conditions, the Vendor’s award can be removed or replaced by another Vendor or qualified responsive bidder. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 12 1.24 SIGNED BID CONSIDERED AN OFFER The signed bid shall be considered an offer on the part of the Bidder, which offer shall be deemed accepted upon approval by the FSA CPP. The bid submission must be signed by an authorized representative. Submission of a bid in the FSA CPP Bid System constitutes a signed bid for purposes of bid evaluation. An electronic signature may be used and shall have the same force and effect as a written signature. 1.25 ASSIGNMENT OF CONTRACT No right or interest in this contract may be assigned, transferred, conveyed, sublet or otherwise disposed of, without prior written consent of the FSA CPP. If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor-in-interest must perform all obligations under this contract. FSA CPP reserves the right to reject the acquiring entity as Vendor. A change of name agreement will not change the contractual obligations of the Vendor. In the event a manufacturer reassigns the product line to an alternate company, the Vendor is required to notify the FSA CPP in writing of the change within 10 business days of the reassignment. If the Vendor is not already an approved FSA CPP Vendor, the alternate company is required to submit a Qualifications Packet to the FSA CPP to become an approved Vendor prior to conducting any qualified sales. FSA CPP may approve such assignments of existing or new vendors at its discretion. The Vendor is required to honor the contract pricing and all of the applicable Terms & Conditions throughout the remaining term of the contract. 1.26 TERMINATION OF PRODUCT LINE If a Vendor terminates a product line (manufacturer or brand), the Vendor is required to notify the FSA CPP within 10 business days of the decision not to retain the product line. FSA CPP may remove the terminated products from the contract. 1.27 DEMONSTRATION OF COMPETENCY Bidders must be able to demonstrate a good record of performance for a reasonable period of time, and have sufficient financial support, equipment and organization to ensure they can satisfactorily execute the services if awarded a contract under the terms and conditions herein stated. The terms "equipment” and “organization" as used herein shall be construed to mean a fully equipped and well- established company in line with the best business practices in the industry and as determined by the FSA CPP. The FSA CPP may consider any evidence available and may require submission of supporting documentation regarding the financial, technical and other qualifications and abilities of a Bidder, including past performance with the FSA CPP in making the award. FSA CPP may inspect the Bidder's facility prior to the award of contract. Bids will only be considered from firms which are regularly engaged in the business of providing the goods or services described in this Invitation to Bid. Information submitted in the bid may not be plagiarized and, except in the case of materials quoted from this solicitation or developed by the manufacturer, must be the original work of the individual or company that submits the bid for evaluation. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 13 1.28 VENDOR ABILITY TO PERFORM The FSA CPP may require Bidders to show proof that they have been designated as authorized representatives of a manufacturer or supplier, which is the actual source of supply. In these instances, the FSA CPP may also require information from the source of supply regarding the quality, packaging and characteristics of the products. Any conflicts between this material information provided by the source of supply and the information contained in the bid submission may render the bid nonresponsive. During the contract period, FSA CPP may review the Vendor’s record of performance and may require submission of supporting documentation to ensure that the Vendor is providing sufficient financial support, equipment and organization. If the FSA CPP determines that the Vendor no longer possesses the financial support, equipment and organization in order to comply with this section, FSA has the authority to immediately terminate the contract. By responding to this Invitation to Bid, the Vendor warrants that, to the best of his or her knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Vendor’s ability to satisfy the obligations of a resulting contract. The Vendor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statues, or on any similar list maintained by any other state or the federal government. The Vendor shall immediately notify the FSA CPP and purchaser in writing if its ability to perform is compromised in any manner during the term of the contract. 1.29 FINANCIAL RESPONSIBILITY Bidder affirms by the submission of the bid and by signature on the contract signature form that the Bidder: • Has fully read and understands the scope, nature, and quality of work to be performed or the services to be rendered under this bid and has adequate facilities and personnel to fulfill such requirements. • Accepts the financial responsibility associated with this bid and declares that they have the access to capital (in the form of liquidity or credit lines) in order to meet the financial demands of such award. • Has assessed the financial responsibility required to serve the contract as bid, including such details as the obligations to perform all items bid, zones bid, and quantities that could be ordered, as well as timing of payment from purchasers, which can be 45 calendar days from receipt of invoice. 1.30 QUALITY AND SAFETY All materials used for the manufacture or construction of any supplies, materials or equipment covered by this bid shall be new. The items bid must be new, the latest model, of the best quality, and highest-grade workmanship that meet or exceed federal safety standards. Items requiring certification should require certification of options in cases where non-certified options could result in the decertification of the original product or warranty. In all cases where options are not certified, the Vendor must disclose to the end user that the non-certified options are not required to be certified. All options must meet or exceed federal safety standards. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 14 1.31 NONCONFORMANCE Items may be tested for conformance with specifications. Items delivered that do not conform to specifications may be rejected and returned at the Vendor's expense. Any violation of these stipulations may also result in: • Vendor's name being removed from the awarded vendor list. • FSA and purchasers being advised not to do business with Vendor. 1.32 GRATUITIES Bidders shall not offer any gratuities, favors, or anything of monetary value to any official, employee, or agent of the FSA, for the purpose of influencing consideration of this bid. Bidders shall disclose in writing any conflicts of interest to FSA prior to any award, or as soon as practicable after learning of any such conflict, including any contractual or employment relationships with FSA or potential purchasers of Bidders’ products or services. 1.33 TIE BIDS FSA CPP has the right to award multiple Bidders the primary or alternate award in the event of a tie. In the event the FSA CPP desires to break tie bids, and businesses have qualifying drug-free work programs, the award will be made using the following criteria: • Bidder within the State of Florida • Vendors’ performance record with purchasers • Coin Toss 1.34 RIGHT TO AUDIT Vendor shall establish and maintain a reasonable accounting system that enables FSA CPP to readily identify Vendor’s sales. FSA CPP and its authorized representatives shall have the right to audit and to make copies of all related records pertaining to this contract, including all government sales and eligible user information, whether kept by or under the control of the Vendor, including, but not limited to those kept by its employees, agents, assigns, successors, sub-vendors, or third-party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to: • Accounting records, including but not limited to purchase orders, confirmation of orders or invoices, paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; • Subcontract files (including proposals of successful and unsuccessful Bidders, bid recaps, etc.); • Original estimates, quotes, or work sheets; • Contract amendments and change order files; • Insurance documents; or • Memoranda or correspondence. Vendor shall maintain such records during the term of this contract and for a period of three (3) years after the completion of this contract. At the Vendor’s expense and upon written notice from FSA CPP, the Vendor shall provide such records for inspection and audit by FSA CPP or its authorized representatives. Such records shall be made available to FSA CPP during normal business hours within three business days of receipt of the written notice. FSA CPP may select the Vendor’s place of business or offsite location for the audit. The FSA CPP may also request the Vendor provide requested records via e-mail. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 15 Vendor shall ensure FSA has these rights with Vendor’s employees, agents, assigns, successors, and third-party suppliers, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Vendor and any sub-vendors to the extent that those subcontracts or agreements relate to fulfillment of the Vendor’s obligations to FSA. Professional fees, personnel costs and travel costs incurred by FSA under its authority to audit and not addressed elsewhere will be the responsibility of the FSA. However, if the audit identifies underreporting, overpricing or overcharges (of any nature) by the Vendor to FSA or a purchaser in excess of three percent (3%) of the total contract billings, the Vendor shall reimburse FSA for the total costs of the audit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, FSA may recoup all the costs of the audit work from the Vendor. Any adjustments or payments that must be made as a result of any such audit or inspection of the Vendor’s invoices or records shall be made within a reasonable amount of time (not to exceed 60 calendar days) from presentation of FSA’s findings to Vendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results. 1.35 LICENSES AND PERMITS The Bidder shall obtain and pay for all licenses, permits and inspection fees for this bid submission and any resulting contract. Where Vendors are required to enter or go onto FSA or purchaser property to deliver materials or perform work or services as a result of a bid award, the Vendor will assume the full duty, obligation and expense of obtaining all necessary licenses, permits and insurance. The Bidder must, by the time of award, be registered to do business in the State of Florida on SunBiz.gov. 1.36 PERFORMANCE BONDS Purchasers may request a performance bond from a Vendor. Performance bonds are recommended with pre- payment and will be at the expense of the requesting agency. Purchasers should determine the best practice in comparing performance bond expense against any prior discounts that may be available. 1.37 ELIMINATION FROM CONSIDERATION This Invitation to Bid shall not be awarded to any person or Bidder who has outstanding debts to the FSA, whether in relation to current or previous bid awards or for other business purposes. 1.38 INDEPENDENT PREPARATION A Bidder shall not, directly or indirectly, collude, consult, communicate or agree with any other Bidder as to any matter related to the bid each is submitting. Additionally, a Bidder shall not induce any other Bidder to modify, withdraw, submit, or not submit a bid. Bidders or Vendors who are found to have engaged in these acts will be considered nonresponsive and will be suspended or barred from bid participation. Any contract award resulting from these acts may be terminated for FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 16 default. Further, any such acts detected by the FSA may be reported to relevant law enforcement and/or prosecutorial agencies. Bidders may submit multiple bids without violating this provision if the bid submitted is not from the same manufacturer and product line. Dealers that share the same ownership may submit multiple bids without violating this provision if the Bidders are not in the same region featuring the same manufacturer and product line. 1.39 DEFAULT In case of default on the part of Vendor, the FSA CPP may take necessary steps to otherwise procure the products sought, including but not limited to procuring the products or services from the next highest ranked Bidder or from other sources. A defaulting Vendor may be held liable for costs incurred by the FSA in procuring replacement products. 1.40 PROTESTS AND ARBITRATION Any person who is adversely affected by the decision or intended decision to award shall file a “Notice of Protest” in writing to the FSA CPP within three (3) business days after the posting of the Intent to Award and shall file a formal written protest within five (5) business days after filing the Notice of Protest. Failure to file both a notice of protest and a formal written protest within the above referenced timelines shall constitute a waiver of proceedings. The burden is on the party protesting the award of the bid to establish grounds for invalidating the award(s). The formal written protest must state with particularity the facts and law upon which the protest is based. Options are for informational purposes only and will not serve as a basis for protest. Failure to do so will result in a denial of protest. Formal written protest which states with particularity the facts and law upon which the protest is based will be reviewed by FSA legal counsel for legal soundness and validity, and corrective action will be taken as needed contingent upon the validity of such claims. However, any additional time required and cost incurred by the FSA to substantiate a protesting party’s claim(s) beyond the normal scope of its legal review due to the vague or inconclusive nature of the protesting party’s filing will be reimbursable to the FSA and deducted from the protesting party’s bond or security which must accompany their filing. Any Bidder who files an action protesting a decision or intended decision pertaining to this contract shall post a bond, cashier’s check or money order payable to the Florida Sheriffs Association in the amount equal to ten percent of the item being protested. The bond, cashier’s check or money order must be filed at the time of filing the formal written protest or within the five (5) business day period allowed for filing the formal written protest. FSA CPP will provide the amount required within two (2) business days of the notice of protest received. This bond or security will be conditioned upon the payment of all costs which may be adjudged against the protesting party in a court of law and/or to reimburse the FSA for additional legal expenses incurred and required to substantiate the protesting party’s claim(s). Failure to post the bond or security requirement within the time allowed for filing will result in a denial of protest. The filing of the protest shall not stay the implementation of the bid award by the Florida Sheriffs Association. Should the unsuccessful Bidder(s) decide to appeal the decision of the FSA, they shall file a notice to FSA CPP within three (3) business days of the FSA bid protest decision regarding their intent to request arbitration. A demand for arbitration with the American Arbitration Association’s (AAA) commercial panel under its rules and regulations must be made within ten (10) business days of the FSA bid protest decision. Any person who files for an arbitration with the AAA shall post with the Florida Sheriffs Association at the time of filing the formal written arbitration request, a bond, cashier’s check or money order payable to the Florida Sheriffs Association in the FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 17 amount equal to ten percent of the product line being protested. This amount will be the same amount as the FSA CPP provided at the time of filing the initial protest. Failure to provide written notice to FSA CPP, file a demand for arbitration with the AAA, or failure to post the required bond and security requirement within the specified timelines shall constitute a waiver of arbitration proceedings. By responding to this procurement, the Bidder expressly agrees to the use of mandatory binding arbitration to resolve any appeals of the decision of the FSA, and any claims arising from or in any way relating to the procurement process, and expressly waives any and all rights that it may otherwise have to pursue such claims in any other forum, judicial or otherwise. If the party filing for arbitration does not prevail, it shall pay all costs, legal expenses and attorney fees of the prevailing party incurred in connection with the arbitration. However, if the filing party prevails, the parties shall share equally the fees and expenses of the arbitration and AAA and each shall bear the cost of their own attorney fees. The filing for arbitration shall not stay the implementation of the bid award by the Florida Sheriffs Association. 1.41 NONPERFORMANCE By virtue of the bid submission, Bidder acknowledges its obligation to sell items in all zones for which it is awarded. Upon award, failure of the Vendor to comply with these requirements may result in the imposition of liquidated damages of up to $1,000 per item, which amount the Vendor agrees is reasonable, or probation, suspension, termination or a combination thereof from current and future bids at the FSA CPP’s discretion. The Vendor shall at all times during the contract term remain responsive and responsible. In determining Vendor’s responsibility, the FSA CPP shall consider all information or evidence that demonstrates the Vendor’s ability or willingness to fully satisfy the requirements of the Terms & Conditions. Vendors that are not in compliance with any of the provisions of this contract can be assessed liquidated damages, suspended or terminated from the contract. The FSA CPP at its sole discretion may remove a noncompliant Vendor from future competitive bid solicitations; or take other actions including suspension from the contract until compliance issues are resolved, limit current or future vendor participation by items or zones, or other actions as determined by FSA CPP at its sole discretion. At FSA CPP’s discretion, Vendors may be required to develop corrective action plans to address contract compliance. Failure to abide by corrective action plans will result termination from the existing contract and future competitive bid solicitations at the discretion of the FSA CPP. In situations where there is evidence that the Vendor has engaged in egregious breaches of the contract with respect to either the FSA CPP and/or the purchaser, the contract can be terminated and the Vendor will be removed from future solicitations for a period of up to three (3) years, or a permanent ban from the bid process at the sole discretion of FSA CPP. Specific conditions for termination include, but are not limited to; failure to perform, refusal to accept orders during the contract period while manufacturer orders are still being accepted for current model year or the new year if the vehicle is price protected by the factory, charging amounts exceeding MSRP on factory or Vendor installed items and packages, requiring the purchase of additional options over and above the base vehicle as a condition of acceptance of order, providing aftermarket options where factory options are available without the consent of the purchaser, any misrepresentation of optional equipment or service as being factory that fails to meet the definition as described in this document, and any other practice deemed to be inconsistent with the intent of the contract. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 18 Any Vendor presented with a valid Purchase Order consistent with Vendor bid quotes or other agreed upon terms and pricing is required by this contract to accept such purchase order and deliver the product. Purchase Orders must be fulfilled whether or not the Purchase Order includes options. The Vendor must deliver this product in accordance with the Terms & Conditions – regardless of whether doing so will provide the Vendor with a profit or loss. Failure to deliver the item may result in the purchaser seeking damages for the difference of cost to issue a new Purchase Order with another Vendor plus any legal fees and damages that may be incurred in the process to facilitate a completed order. Additionally, FSA CPP may seek damages for nonpayment of administrative fees, to which FSA CPP is entitled, according to Section 3.28, and any attorney’s fees incurred in the recovery of these damages. 1.42 SEVERABILITY In the event any provision of this contract is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the contract, which shall remain in full force and effect and enforceable in accordance with its terms. 1.43 TERMINATION FOR CAUSE If through any cause within the reasonable control of the Vendor, it shall fail to fulfill in a timely manner, or otherwise violate any of the terms of this contract, the FSA CPP shall have the right to terminate the services remaining to be performed. Written notice of the deficiencies shall be given to the Vendor and unless the deficiencies are corrected within 10 business days, the contract may be terminated for cause immediately. The right to exercise the option to terminate for cause shall be in the sole discretion of the FSA CPP, and the failure to exercise such right shall not be deemed to constitute a waiver of this right. In the event of a termination for cause, the purchaser shall compensate the successful Bidder in accordance with the contract for all services performed by the successful Bidder prior to termination, net of any costs incurred by the purchaser and FSA as a consequence of the default. Notwithstanding the above, the Vendor shall not be relieved of liability to the FSA for damages sustained by the FSA by virtue of any breach of the contract by the Vendor, and the FSA CPP may reasonably withhold payments to the Vendor for the purposes of offset until such time as the exact amount of damages due the FSA from the Vendor is determined. 1.44 TERMINATION WITHOUT CAUSE The FSA CPP can terminate the contract in whole or part without cause by giving written notice to the Vendor of such termination, which shall become effective 30 calendar days following receipt by Vendor of such notice. In the event of a termination without cause, all finished or unfinished documents and other materials shall be properly delivered to the FSA CPP. The Vendor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the contract, if any. The Vendor shall not be entitled to recover any lost profits that the Vendor expected to earn on the balance of the contract or cancellation charges. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 19 Any payments to the Vendor shall be only to the total extent of the purchaser liability for goods or services delivered prior to the date of notice to terminate the contract. 1.45 CONTRACT ADVERTISEMENT AND USE OF FSA LOGO The FSA logo is an official logo of the Florida Sheriffs Association designed to promote the program. The logo may be used by Vendors in accordance with this policy. Use of the logo is limited to the original version received from the FSA. Modifications are not permitted. Methods of use include, but are not limited to: • Electronic mediums such as websites, digital marketing campaigns, social media and e-mail; or • Print media such as forms, marketing campaigns, business cards, posters, banners, brochures, flyers and postcards. Vendors may request use of the logo by contacting cpp@flsheriffs.org, and should include a brief description of how the Vendor intends to use the logo. The official FSA sheriff's star and wreath logo may not be used without prior written permission. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 20 2.0 BIDDER INSTRUCTIONS 2.01 QUALIFICATION Bidders are required to complete the qualification packet as part of the bid submission. A Bidder becomes a qualified bidder if they comply with this section and Section 2.11, Mandatory Pre-Bid Meeting. Qualification Packet information required for bid qualification include: • Qualification form o Contact Information o Business Profile o References o Disqualifications & Defaults o Warranty Service Plan Attestation o Emergency Technician Attestation • Compliance Attestations o E-Verify o Drug-Free Workplace o Workers Compensation o Compliance with Applicable Federal, State, and Local Laws and Ordinances • Federal Compliance • If willing to comply with the requirements applicable to federally funded purchase orders, Federal Compliance Certifications o Certification Regarding Debarment and Suspension o Certification Regarding Lobbying • Contract Signature Form • Insurance Checklist o Certificates of Insurance due five days prior to award The qualification packet is located on the Bid System. 2.02 LICENSING AND FACILITIES Bidders are required to obtain all required licenses, including any applicable motor vehicle dealer licenses, and registrations, and comply with all applicable Federal, State, and local laws and ordinances, including any applicable motor vehicle dealer laws, in order to bid on any motor vehicle. Bidders must maintain a repair facility within the State of Florida to provide warranty service for the items bid. If Bidders do not have a facility, the Bidder must be able to assist purchasers in obtaining warranty work as authorized by the manufacturer. If a Bidder does not maintain a facility within the State of Florida, the Bidder must have a plan as to how the Bidder would service Florida purchasers if awarded the contract. This warranty service plan must demonstrate that the warranty work will be timely and satisfactorily performed and should include: • Whether the warranty service provider is approved by the manufacturer; • If the Bidder plans to contract out for service, a copy of the service agreement; and • Zone specific service plans to include: o Response time to initial call from purchaser, FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 21 o Number of personnel available to service the contract, o Qualifications of personnel providing warranty work, and o Any additional information that would detail how warranty service would be provided. The sufficiency of the Warranty Service Plan may be evaluated by the FSA CPP. The FSA CPP reserves the right to request additional information from a Bidder regarding the facility during the solicitation and the term of the contract, if awarded. The FSA CPP may also exercise discretion in examining such facility as deemed necessary. 2.03 INSURANCE AND INDEMNIFICATION Bidder/Vendor shall be fully liable for the actions of its agents, employees, partners, or third party suppliers and shall fully indemnify, defend, and hold harmless the Florida Sheriffs Association, the participating agencies, and their officers, agents, and employees from suits, actions, damages, and costs of every name and description, including legal counsels’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Bidder/Vendor, its agents, employees, partners, or third party suppliers; provided, however, that the Bidder/Vendor shall not indemnify for that portion of any loss or damages resulting directly from the negligent acts or omissions of the Florida Sheriffs Association and participating agencies or proximately caused by intentional wrongful acts or omissions of the Florida Sheriffs Association and participating agencies. The Florida Sheriffs Association and/or participating agencies shall give the Bidder/Vendor (2) the opportunity to take over and settle or defend any such action at Bidder’s/Vendor’s sole expense. When reasonable, the Florida Sheriffs Association will give the Bidder/Vendor written notice of an action or threatened action. Bidder/Vendor shall not be liable for any unreasonable cost, expense or compromise incurred by the Florida Sheriffs Association, or participating agencies, in any legal action without Bidder’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Insurance Checklist summarizes the Bidder’s/Vendor’s insurance coverage obligations, if awarded. Certificates of Insurance, evidencing such coverages and endorsements as required herein, shall be provided no later than five (5) business days prior to the contract award date. The Vendor may not begin performance under the contract until such Certificates have been approved by the FSA CPP. The certificate must state Bid Number and Title. FSA must be named as an additional insured for the duration of the contract. The Vendor shall maintain comprehensive general liability insurance and general aggregate insurance in the amount and coverage levels specified on the Insurance Checklist. The Vendor shall specifically and distinctly assume, and does so assume, all risks of damage or injury to property or persons used or employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from any action or operation under the contract or in connection with the work. It is understood and agreed that at all times the Vendor is acting as an independent contractor. The Vendor shall be responsible for the work and every part thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular contract. The Vendor at all times during the full duration of work under this contract, including extra work in connection with this contract, shall meet the requirements of this section. The Vendor shall maintain automobile liability insurance including property damage covering all owned, non- owned, hired and scheduled automobiles, when used in connection with the delivery or service of this contract. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 22 The Vendor shall maintain insurance to cover garage operations in the amount specified on the Insurance Checklist when the garage is used to complete work on this contract. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and these companies must have a rating of B+ or better per the AM Best Rating. FSA CPP required insurance coverages must be maintained through the duration of the contract. Upon expiration of the required insurance, the Vendor must email updated certificates of insurance for as long a period as any work is still in progress. No change or cancellation in insurance shall be made without 30 calendar days written notice to the FSA CPP. It is understood and agreed that all policies of insurance provided by the Vendor are primary coverage to any insurance or self-insurance the FSA possesses that may apply to a loss resulting from the work performed in this contract. All policies issued to cover the insurance requirements herein shall provide full coverage from the first dollar of exposure. The liability insurance coverage shall extend to and include the following contractual indemnity and hold harmless agreement: The Vendor hereby agrees to indemnify and hold harmless the FSA, a 501(c)3, its officers, agents, and employees from all claims for bodily injuries to the public and for all damages to the property per the insurance requirement under the specifications including costs of investigation, all expenses of litigation, including reasonable legal counsel fees and the cost of appeals arising out of any such claims or suits because of any and all acts of omission or commission of any by the Vendor, his agents, servants, or employees, or through the mere existence of the project under contract. The foregoing indemnity agreement shall apply to any and all claims and suits other than claims and suits arising out of the sole and exclusive negligence of the FSA, its officers, agents, and employees, as determined by a court of competent jurisdiction. The Vendor will notify the insurance agent without delay of the existence of the Hold Harmless Agreement contained within this contract and furnish a copy of the Hold Harmless Agreement to the insurance agent and carrier. The Vendor will obtain and maintain contractual liability insurance in adequate limits for the sole purpose of protecting the FSA under the Hold Harmless Agreement from any and all claims arising out of this contractual operation. The Vendor will secure and maintain policies of third-party suppliers. All policies shall be made available to the FSA upon demand. Compliance by the Vendor and all third-party suppliers with the foregoing requirements as to carrying insurance and furnishing copies of the insurance policies shall not relieve the Vendor and all third-party suppliers of their liabilities and obligations under any section or provisions of this contract. Vendor shall be as fully responsible to the FSA for the acts and omissions of the third-party suppliers and of persons employed by them as they are for acts and omissions of persons directly employed by the Vendor. The FSA can request, and the Vendor shall furnish proof of insurance within seven (7) calendar days of receipt of the written request from FSA. Should the Vendor fail to provide acceptable evidence of current insurance during the contract term, the FSA CPP shall have the right to consider the contract breached and justifying the FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 23 termination thereof. If Bidder does not meet the insurance requirements; the FSA may consider alternate insurance coverage. 2.04 SPECIFICATIONS All items covered by this Invitation to Bid and any resulting contract, and the specifications shall be the manufacturer’s current basic production model, and shall, as a minimum, be equipped with all standard factory equipment in accordance with the manufacturer’s latest literature unless otherwise noted in the Bid System or FSA CPP item group specification. The Base Item Specifications are contained in the FSA CPP Bid System, may be requested from FSA CPP, and are retained within FSA CPP’s archive. As part of the bid submission, Bidders will be required to provide confirmation that the item bid meets the FSA CPP Base Specification. FSA CPP may reject bids that fail to provide confirmation that the item(s) bid meet the FSA CPP Bid Specifications. FSA CPP develops the specifications with subject matter experts and publicly available information. However, FSA CPP does not have access to full details from the manufacturer and relies on Bidders to assist in this process. Bidders should immediately notify the FSA CPP of any inaccuracies in the specifications. All notifications of inaccuracies must be in writing. If awarded a contract, Vendor(s) must offer and supply an item that either meets or exceeds all the requirements included in the applicable Bid Specifications, unless a purchaser specifically issues a Purchase Order for a base item and Option that differs from the Base Specifications. Failure of a Bidder to comply with these provisions will result in Bidders being held responsible for all costs required to bring the item into compliance with the contract specifications. 2.05 SEALED BIDS For purposes of this solicitation, a sealed bid is considered a bid submitted using the FSA CPP Bid System. 2.06 MISTAKES Bidders are expected to examine the Base Item specifications, delivery schedules, bid prices and all information pertaining to servicing this contract before submitting a bid. Failure to do so will be at the Bidder's risk. 2.07 EXCEPTIONS Any requested exceptions, deviations, or contingencies a Bidder may have to the Terms & Conditions must be documented in Bidder’s submission. Exceptions to the Base Specifications at the time of the bid submission shall reference the item number, make and model. FSA CPP has the discretion to grant or deny, in whole or in part, the Bidder’s requested exception, deviation or contingency to the specifications or Terms &Conditions. Bidder acknowledges that the bid may be disqualified if FSA CPP rejects the proposed exceptions. 2.08 EQUIVALENTS Prior to the opening of the Bid System, Bidders may request item equivalents. The Bidder must submit the manufacturer name and model number (or product identifier) of each equivalent requested to FSA CPP. Complete, FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 24 descriptive, technical literature should demonstrate that the equivalent conforms with specification. If a bid uses equivalents without prior approval, the bid may be disqualified. 2.09 MANDATORY PRE-BID MEETING Prospective Bidders are required to attend or participate in the mandatory Pre-Bid Meeting. The Pre-Bid Meeting is designed for vendors, the Fleet Advisory Committee and the FSA CPP to clarify questions on the Terms & Conditions and to confirm all Base Item specifications. Questions relating to the items, specifications, the bid process, or award can be asked at the Pre-Bid Meeting. Bidders have the opportunity to suggest technical modifications or corrections before the Base Item specifications are finalized. FSA CPP reserves the right to grant attendance exceptions to the mandatory meeting if the Bidder has requested authorization, agrees in writing to meet all the Terms & Conditions without exception and further waives their right to protest the bid process in its entirety or any portion thereof. 2.10 PRICES QUOTED – HEAVY TRUCKS AND BUSES AND EQUIPMENT INVITATIONS TO BID Items and options should reflect the most complete price and be below MSRP and at a minimum should cover the cost of the item or option bid. Prices quoted in the bid submission should reflect the final amount the Bidder can expect to receive for payment for the items bid for the duration of the contract, unless otherwise provided in the contract. Prices submitted as indicated in the sealed bid are final. Bidders acknowledge that prices quoted will be valid for a period of sixty (60) calendar days from the date of bid opening. Each item, make, and model must be priced and bid separately. Prices must be inclusive of all the components included in the Base Specification. Prices bid must include the administrative fee FSA CPP charges to administer the contract, as outlined in these Terms & Conditions. The administrative fee is three quarters of one percent (.0075). Prices bid must be at least cost, be Free On Board (FOB) destination, and must include delivery to the purchaser. Upon award, the Vendor has the authority to offer additional discounts based on prompt payment, quantity, as well as additional manufacturer or vendor discounts. 2.11 PRICES QUOTED – PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATION TO BID Due to the changing market conditions, the FSA CPP has temporarily moved to a percent above cost, or “cost- plus”, model for the Pursuit, Administrative and Other Vehicles Contract. The cost-plus model allows for Vendors to sell items immediately when order windows open up for next year’s model, when the manufacturer changes price during the contract term, or when new items come to market. Bidders shall provide a Bid Price and a Percent for each item bid. The Bid Price will be used to evaluate the lowest, responsive and responsible Bidder for each item and zone. The Percent will be used under an awarded contract to determine the cost-plus pricing for new year’s models, when the manufacturer changes price during the contract Page 25 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions term, or when new items come to market. The FSA CPP will use the percent feature of the Bid System as the field to capture the percent above cost that the Vendor can expect to receive from the purchaser for the purchase of an awarded item. The FSA CPP has the discretion to disqualify Bidders if the proposed Percent is excessive. In order to determine if Percent is excessive, FSA will compare the Percents proposed by Bidders for each item in each zone. Prices and Percents bid for items and options should reflect the most complete item price, be below MSRP, and at a minimum should at least cover the cost of the item or option bid. Prices and Percents bid must be at least "Item Cost", be Free On Board (FOB) destination, and must include delivery to the purchaser. As used in this provision, “Item Cost” is defined as the factory invoice price for the item, the Original Equipment Manufacturer (OEM) destination and delivery to dealer, and the FSA Administrative fee, minus the OEM government pricing concessions specific to this bid, all manufacturer incentives, discounts, rebates, concessions and holdbacks. As used in this provision, “Total Cost” is defined as the Item Cost, plus costs of dealer’s floorplan estimated operational expense, and costs of dealer for preparation, cleaning, and assembling, gas, and delivery to zone. As used in this provision, “Bid Price” is defined as the Total Cost and profit. As used in this provision, “Percent” is defined as the markup over Item Cost. Bid Prices will be used as the initial publish pricing for awarded items. As windows open up for next year’s model, the manufacturer changes price during the contract term, or as new items come to market, FSA CPP will work with Vendors to update the published pricing for such items based on the awarded Percent, within a reasonable period of time. Vendors may accept Purchase Orders for such items in accordance with these Terms & Conditions before submitting updated published pricing to FSA CPP. 2.12 PURSUIT, ADMINISTRATIVE, AND OTHER VEHICLES CONTRACT COST-PLUS- PERCENT PRICING Due to the changing market conditions, the FSA CPP has temporarily moved to a percent above cost, or “cost- plus”, model for the Pursuit, Administrative and Other Vehicles Contract. The cost-plus model allows for Vendors to sell items immediately when order windows open up for next year’s model, when the manufacturer changes price during the contract term, or when new items come to market. The Bid System provides each Vendors’ percent above cost at which the Vendor will sell such items. The Percent provided in the Bid System does not provide a percent discount for items bid. If Vendor fulfills a Purchase Order at other than published pricing, at purchasers’ request, Vendor must provide documentation substantiating the Item Cost, as defined in section 2.11. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 26 2.13 OPTION PRICING – EQUIPMENT INVITATION TO BID The Bidder shall offer discount below Manufacturer’s Standard Retail Pricing (MSRP) or manufacturers published list price for any factory options included in the bid submission and quotes to purchasers, if awarded. FSA CPP requests Vendors include most frequently purchased scheduled, factory and aftermarket options in the bid. Options are intended to add or delete equipment or features from the Base Specification. Options can provide an upgrade or downgrade to a manufacturer’s model, such as a slightly different engine size or horsepower, and should not be made available for purchase separate from the base vehicle or equipment. Options may only provide a downgrade to a manufacturer’s model when specifically requested in a Purchase Order issued in accordance with the Terms & Conditions by a purchaser. Bidders shall NOT use options to create equipment that is entirely different than the FSA CPP Base Specification or are available as another specification bid on this Invitation to Bid. Bidder must use proper factory codes for all factory options. Options available through the factory may be bid and supplied to purchaser as “factory” options, unless otherwise requested in writing by the purchaser. The FSA CPP has the discretion to disqualify Bidders if the option pricing is excessive or if options listed are not available for the item bid. In order to determine if pricing is excessive, Bidders agree to provide documentation to FSA CPP to verify cost at any time during the solicitation process or during the contract term. This information is for comparison purposes only when determining if pricing is excessive and will not be published. Option pricing will include all costs of labor associated with the option and cost of labor should not be listed separately within the bid. For purposes of this bid, Emergency Lights and Sirens will require a separate pricing sheet upload in the Bid System. Section 2.15 contains specific instructions and exceptions for Emergency Lights and Sirens. If a Bidder will offer registration and title services as a fee for service, the Bidder must include the administrative fee as a separate option (i.e., line item) for each item bid. See Section 3.21 for additional details. Government imposed fees should not be included in this option pricing. No other additional charges or fees are admissible. If options are not available as a stand-alone option, the Bidder must indicate in their bid submission any option requiring the purchase of other options, and also indicate options that are a part or dependent of another option. Factory package options are allowable under this contract. Factory package options must be included in the options within the bid document and detailed specifically as to what components the package includes. When calculating the price for a manufacturer’s option requested in this bid that is not listed as an option in the manufacturer’s order guide (i.e., model or engine upgrade), the Bidder must calculate the option price as the net difference between vendor cost on the representative base vehicle and the total MSRP of the requested option modifying the vehicle. A Bidder may bid less than this price, but at no time charge more than the calculation provided here. The use of options to facilitate the sale of an alternate manufacturer’s product which is outside the scope of the written Base Specification will be determined nonresponsive and the bid will be rejected in whole or part by the FSA CPP. Example: Bidder CANNOT include option upgrades that result in the selling of a vehicle or truck on one specification that is offered as a separate specification in FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 27 the Invitation to Bid. For example, a Vendor who is awarded the bid for 25,500 lb. GVWR Cab & Chassis cannot upgrade this item through an add option to a 30,000 lb. GVWR Cab & Chassis in order to circumvent the bid award winner for the 30,000 lb. GVWR Cab & Chassis. Purchasers are encouraged to negotiate option pricing with Vendors. Discounts can be provided beyond option prices listed in the contract. The additional discounts for each add option shall be decided by the Vendor. The options will correspond to the specification or item number. Multiple options may be listed for each specification or item number bid. Therefore, Bidders that do not indicate the correct item number with the option information bid will not have options displayed for the item bid. If option pricing is not uploaded correctly, FSA CPP may require Bidders to correct the formatting of the options, but pricing may not be modified. Failure of the Bidder to make corrections may cause the bid to be rejected. If the Bidder wishes to offer credit to the purchaser for an option that is standard on the FSA CPP Base Specification, the Bidder should include the word “Credit” at the beginning of the description and continue to describe the option being credited. For example, “Credit: one key fob” that corresponds with the price the Bidder will credit the purchaser. Loose Equipment can be bid as an option and made available to purchasers for items originally purchased from this contract. For purposes of this provision, “Loose Equipment” is any item of equipment that attaches to the heavy equipment item(s) included in the awarded bid, such as different sized blades. Loose Equipment does not include accessories, such as additional keys. 2.14 OPTION PRICING – HEAVY TRUCKS AND BUSES AND PURSUIT, ADMINISTRATIVE AND OTHER VEHICLES INVITATIONS TO BID FSA CPP requests Bidders include most frequently purchased options in the Bid System. Option pricing must include the administrative fee. Bidders must provide a price for each option in addition to a percent below MSRP for factory-installed options or a percent above cost for other options. The FSA CPP has the discretion to disqualify Bidders if the option pricing is excessive. In order to determine if pricing is excessive, Bidders agree to provide documentation to FSA CPP to verify cost at any time during the solicitation process or during the contract term. This information is for comparison purposes and will not be published. Options are intended to add or delete equipment or features from the Base Specification. Options can provide an upgrade or downgrade to a manufacturer’s model, such as a slightly different engine size or horsepower, and should not be made available for purchase separate from the base vehicle or equipment. Options may only provide a downgrade to a manufacturer’s model when specifically requested in a Purchase Order issued in accordance with the Terms & Conditions by a purchaser. Bidders shall NOT use options to create an item that is available as another item bid on this Invitation to Bid. The use of options to facilitate the sale of an alternate manufacturer’s product which is outside the scope of the Base Specification will be determined nonresponsive and the bid will be rejected in whole or part by the FSA CPP. Bidders must disclose which options require the purchase of other options or are dependent on another option in their bid submission. Option pricing will include all costs of labor associated with the option and cost of labor should not be listed separately. Bidder must use proper manufacturer codes for factory options. Options available through the factory should be bid and supplied to purchaser as factory options, unless otherwise requested in writing by the purchaser. Factory FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 28 package options are permitted under this contract. Factory package options included in the bid submission must detail what components the package includes. If a Bidder will offer registration and title services as a fee for service, government-imposed fees should be listed at the exact cost and shall not include the FSA administrative fee. If the Bidder wishes to offer credit to the purchaser for an option that is standard on the FSA CPP Base Specification, the Bidder should include the word “Credit” at the beginning of the description field and continue to describe the option being credited. For example, “Credit: one key fob” and enter the price the Bidder will credit the purchaser. For purposes of this bid, Emergency Lights and Sirens will require a separate pricing sheet and option upload in the Bid System. Section 2.15 contains specific instructions and exceptions for Emergency Lights and Sirens. 2.15 EMERGENCY LIGHTS AND SIRENS Under Florida Statute 316.003(1), authorized emergency vehicles are defined as: Vehicles of the fire department (fire patrol), police vehicles, and such ambulances and emergency vehicles of municipal departments, public service corporations operated by private corporations, the Fish and Wildlife Conservation Commission, the Department of Environmental Protection, the Department of Health, the Department of Transportation, and the Department of Corrections as are designated or authorized by their respective departments or the chief of police of an incorporated city or any sheriff of any of the various counties. Bidders that will provide or contract to provide emergency light and siren installation must only use installers that possess a current Emergency Vehicle Technician Certification, or an approved equivalent. FSA CPP may request certificates for a Vendor’s installers at any time during the contract term. Labor may be charged for the installation of emergency lights and sirens. Labor rates must be disclosed as part of the bid submission. Bidders may not charge for labor for vehicles that are manufactured with emergency lights and sirens, including motorcycles. Prices submitted for emergency lights and sirens shall include all applicable government-imposed fees. Bidders that install emergency lights and sirens are required to provide and install products that are Society of Automotive Engineers (SAE) certified. SAE Certifications must include Class 1, Class 2 and Class 3 in order to be eligible for participation in the contract. If a lighting or siren product installed on an emergency vehicle is not SAE Certified, the Vendor can be found in default of the contract. Bid Submission of Emergency Lights and Sirens If offering emergency lights and sirens, Bidders will be asked to provide pricing by submitting a pricing sheet. An emergency vehicle lights and siren option pricing template is offered in the Bid System. Bidders are encouraged, but not required to use the template. If item or specification group is helpful to display light and siren options, Bidders may categorize the pricing sheet by item group. Items listed below are required for the submission of the pricing sheet: • Order code • Description • Price (part only) FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 29 • Estimated labor hours • Labor cost per hour 2.16 BID SUBMISSION Bidders must submit a bid electronically using the Bid System. Bid submissions include a price for each item and option bid in accordance with Section 2.10, 2.11, 2.13, 2.14, and 2.15. Each Bidder must submit a qualifications package for each bid. The bid must be received by the date and time specified on the Bid Calendar in Appendix B. Failure to meet all submission requirements by the date indicated on the Bid Calendar will result in rejection of the bid. Bid System: VendorLink The Bid System is located at https://www.myvendorlink.com. Bidders are encouraged to participate in training provided. Usernames and passwords will be issued to Bidders after registering in the Bid System. Contact VendorLink at support@evendorlink.com if technical issues arise during bid submission. Prices are to be rounded to the nearest whole dollar. If a Bidder submits bid pricing using cents, the following formula will be applied to round the bid pricing to the nearest whole dollar: $.01-.49 will be rounded down to the dollar bid (e.g., $50.49 = $50) and $.50-.99 will be rounded to the next dollar (e.g., $50.50 =$51). Bid Submission To ensure correct bid submittal and formatting, Bidders shall: • For the Heavy Trucks and Buses Invitation to Bid, insert a: o Price for each item bid by zone • For the Pursuit, Administrative and Other Vehicles Invitation to Bid, insert a: o Bid Price for each item bid by zone, as defined in Section 2.11 o Percent for each item bid by zone, as defined in Section 2.11 • For the Equipment Invitation to Bid, insert a: o Price for each item by zone • Upload files as instructed in the Bid System; files requested will be in Excel or .pdf. • Follow all instructions outlined in this Invitation to Bid and provide all requested information. The bid shall include the following documents: • Executed Qualifications Packet. • Build sheet for each item bid as a single .pdf • Pricing Sheet for Emergency Vehicle Lights and Sirens, if applicable. • Any requested exceptions or equivalents. Option Upload An option sheet should be submitted for each item bid. The Bid System will accept option information for each item through a .pdf file upload. Each option sheet should include a header to identify the FSA CPP contract title and number, the Bidder name, item number, make and model. Each option sheet should include: • Option • Description • Manufacturer order code or identifying code • Price For the Heavy Trucks and Buses and Pursuit, Administrative, and Other Vehicles Invitations to Bid, the option sheet should also include: FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 30 • Cost plus percent for all items not installed at the factory • Percent below MSRP for factory installed options FSA CPP may ask awarded Bidders to supply one hard copy set with digital signatures and original compliance forms, prior to the contract execution. Hard copy bids should not be submitted unless specifically requested by FSA CPP. FSA is not responsible for Bidder’s improper use of the Bid System. Exceptions will be granted to this section should any Bid System malfunctions occur. 2.17 ZONE BIDDING Bidders may bid in one or more geographic zones. Bidders must submit pricing for each zone they wish to be evaluated. The zone map is included in Appendix A. The geographic zones are in place to assist Bidders in estimating costs of delivery, which must be included in the price bid and quoted to the purchaser. For the Pursuit, Administrative and Other Vehicles Contract, the cost of delivery must be included in the Percent. 2.18 EXECUTION OF BID By submitting a response to this Invitation to Bid, the Bidder agrees to the Terms & Conditions and to be bound by such Terms & Conditions if selected for award. The Bidder must submit the Contract Signature Form with the signature of an authorized representative no later than the bid submittal due date. All Terms & Conditions are applicable throughout the term of the awarded contract and are not specific to any given year, make or model. 2.19 MODIFICATION OR WITHDRAWALS OF BIDS A Bidder may submit a modified bid to replace all or any portion of a previously submitted bid until the due date and time of the bid submission listed in the Bid Calendar. Modifications received after the bid due date and time will not be considered. Bids can be withdrawn in writing prior to the contract award. If a Bidder must withdraw the bid, the Bidder must contact FSA CPP immediately. Bid withdrawals are handled on a case-by-case basis and can result in a limitation of participation in future bids. 2.20 LATE BIDS The responsibility for submitting a bid before the due date and time on the bid calendar is solely and strictly the responsibility of the Bidder. The FSA is not responsible for delays caused by technical problems, any internet outages or delays incurred by electronic delivery, or any other occurrence. Any reference to time will be based on Eastern Time. 2.21 BID OPENING Bids shall be opened on the date and time specified on the Bid Calendar. The bid opening may occur at the Florida Sheriffs Association, 2617 Mahan Drive, Tallahassee, Florida, or may be offered online. FSA CPP will provide a bid inspection period for Bidders following the bid opening. The date, time and duration will be announced prior to the bid opening. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 31 2.22 DETERMINATION OF RESPONSIVENESS Determination of responsiveness will take place at the time of bid opening and evaluation. In order to be deemed a responsive bidder, the bid must conform in all material respects to the requirements stated in the Invitation to Bid. As set forth in Section 2.26, FSA CPP reserves the right to waive or allow a Bidder to correct minor irregularities. 2.23 RESPONSIBLE BIDDER CRITERIA Bids will be evaluated to determine if qualifications and contract requirements are met. Responses that do not meet all requirements of this Invitation to Bid or fail to provide all required information, documents or materials may be rejected as nonresponsive. The FSA CPP will not request documentation or consider a Bidder’s social, political or ideological interests in determining if the Bidder is a responsible bidder. FSA CPP will not give preference to a Bidder based on the Bidder’s social, political, or ideological interests. Bidders whose responses, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of the contract may be rejected as non-responsible. In determining a responsible Bidder, the following factors may be considered: • Adequacy of facilities, staffing, and financial resources; • Previous experience with FSA contract or other similar government contracts; • Ability to provide excellent customer service, including on previous FSA contracts; and • Any other information relevant to the responsibility of a Bidder of which FSA CPP is aware. In addition to the requirements set forth by these Terms & Conditions, FSA CPP reserves the right to request staffing, performance and financial information from any Bidder during the evaluation process. FSA CPP reserves the right to determine which responses meet the requirements, specifications, Terms & Conditions of the solicitation, and which Bidders are responsive and responsible. FSA CPP further reserves the right to limit participation of Bidders who, in FSA CPP’s sole discretion, are determined to present responsibility concerns that call into question the Bidder’s ability to perform but that do not rise to the level of requiring rejection of the Bidder as non-responsible. 2.24 BASIS FOR AWARD For the Heavy Trucks and Buses, and Equipment Invitations to Bid, the FSA CPP shall make awards to the qualified, responsive and responsible Bidder(s) who submitted the lowest priced bid by item, manufacturer, and zone. Awards may also be made to subsequent lowest responsive and responsible Bidders by item, manufacturer, and zone, when determined to be in the best interest of the FSA and the purchaser(s). FSA CPP has the discretion to consider option pricing in making the award and to disqualify Bidders for proposing excessive option pricing. For the Pursuit, Administrative and Other Vehicles Invitation to Bid, the FSA CPP shall make award to the qualified, responsive and responsible Bidder(s) who submitted the lowest Bid Price by item, manufacturer, and zone. Awards may also be made to subsequent lowest responsive and responsible Bidders by item, manufacturer, and zone, when determined to be in the best interest of the FSA and the purchaser(s). FSA CPP has the discretion to consider Percent and option pricing in making the award and to disqualify bidders for proposing excessive Percent(s) or option pricing. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 32 Awards will not be given to any parties listed on the government wide exclusion in the System for Award Management. FSA CPP reserves the right to accept or reject any and all bids, and to waive any minor irregularity, technicality or omission if it determines that doing so will serve the purchaser’s best interest. FSA CPP reserves the right to make multiple awards for each item, if determined to be in the best interest of the FSA and the purchasers. Awards will be posted on the FSA CPP website according to the date posted in the bid calendar. 2.25 BID TABULATIONS The Bid Tabulation report will be posted on the FSA CPP website after the bid submission closes. If there is a delay in posting the bid tabulation results, FSA CPP will post a notice of the delay and a revised date for posting of results. 2.26 MINOR IRREGULARITIES/RIGHT TO REJECT The FSA CPP has the right to accept or reject any and all bids, or separate portions thereof, and to waive any minor irregularity, technicality or omission if the FSA CPP determines that doing so will serve its best interest or the best interest of the purchasers. A minor irregularity is a variation from the Terms & Conditions of this procurement that does not affect the price of the bid or give the Bidder a substantial advantage over other Bidders and thereby restrict or stifle competition and does not adversely impact the interests of the FSA or the purchasers. At its option, the FSA CPP may allow a Bidder to correct minor irregularities but is under no obligation to do so. In doing so, the FSA CPP may request a Bidder to provide clarifying information or additional materials to correct the irregularity. However, the FSA CPP will not request, and a Bidder may not provide the FSA CPP with additional materials that affect the price of the bid or give the Bidder an advantage or benefit not enjoyed by other Bidders. The FSA CPP may also reject any bids not submitted in the manner specified in this document. 2.27 CONE OF SILENCE This Invitation to Bid is subject to the Cone of Silence that begins the date the bid submission opens through the intent to award date as indicated in the Bid Calendar. During this period, all communications regarding this solicitation between FSA and Bidder will cease, except for procedural questions, questions regarding problems incurred in the use of the Bid System, or communications initiated by the FSA CPP. All permitted communications during this period shall be made in writing to the contacts identified in Section 1.01 of this Invitation to Bid. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 33 3.0 CONTRACT CONDITIONS 3.01 GENERAL REQUIREMENTS Once the bid has been awarded, the terms and conditions of this document become the contract between the FSA CPP and the awarded Vendor. The Terms & Conditions apply to all items purchased from this contract. 3.02 STATEMENT OF AUTHORITY Each person signing the contract warrants that they are duly authorized to do so and binds the respective party to the contract. 3.03 VENDOR CONTACT INFORMATION The Vendor shall maintain current contact information with FSA CPP at all times for sales and submission of purchase orders, quarterly reports and administrative fee payments. If a change occurs during the contract, the Vendor must notify FSA CPP immediately. 3.04 ADDITIONS OR DELETIONS FSA CPP reserves the right to add or delete any items from this bid or resulting contract when deemed to be in the best interest of FSA and purchasers, at its discretion. This decision to take action may be based upon and not limited to few or no sales, product recalls and other safety issues, Vendor or manufacturer performance, or the product’s lack of relevance. For items that come to market during the contract term, FSA CPP may authorize qualified and awarded Vendors to offer the new item under the existing contract terms and conditions, if the manufacturer authorizes a Vendor to sell the item. FSA CPP will request awarded Vendors submit pricing and will evaluate the responses prior to authorizing awarded Vendors to offer the new item. 3.05 CONTRACT EXTENSION Contract Extension The contract may be extended by mutual agreement for up to two (2) additional years, on a year-to-year basis. FSA CPP reserves the right to execute a contract extension or to allow the contract to fully or partially terminate and readvertise for bids, whichever is in the best interest of FSA. The Vendor may request price adjustments for contract extensions as provided for herein. If no request is received from the Vendor, the FSA CPP will assume that the Vendor has agreed that the optional term may be exercised without a price adjustment. Any adjustment request received after the execution of an extension may not be considered unless otherwise provided for in this contract. Month-to-Month Continuation In the event a new contract is not active at the time of this contract’s expiration, this contract’s terms and conditions shall extend on a month-to-month basis and shall not constitute an implied extension of the contract. Such a month-to-month continuation shall be upon the compensation and payment provided herein. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 34 3.06 PRICE ADJUSTMENT In addition to the cost-plus-percent pricing adjustments available for the Pursuit, Administrative, and Other Vehicles contract, the Terms & Conditions provide the following options for price adjustments: • Annual Price Adjustments • Changes to Manufacturer Production or Design • Manufacturer Certified Adjustments • Equitable Adjustments Price adjustment requests must clearly substantiate a need to increase or decrease the price. Price adjustments will not be considered if Vendors are delinquent on administrative fee payments or have outstanding quarterly reports. Annual Price Adjustment The FSA CPP may consider annual price adjustments due to: • Changes in the Producer Price Index (PPI) as published by the U.S. Department of Labor, Bureau of Labor Statistics (BLS); or • As a result of changes to national or state standards that require substantial price adjustments. FSA CPP may consider other documentation related to the change to national or state standards but is not obligated to grant price changes without literature from the manufacturer. The FSA CPP will consider the request and will make a final determination on the change in price. Changes to Manufacturer Production or Design Significant changes by the manufacturer to the production of and specification design may initiate a price adjustment request. FSA CPP will consider order dates, production factors, model year, or other conditions, as well as the replacement or complete redesign of items. Vendors must provide documentation from the manufacturer. Manufacturer Certified Adjustments Vendors must provide documentation from the manufacturer to FSA CPP that shows the additional costs or price adjustments imposed by the manufacturer and substantiate the need for a related price adjustment for this contract. Equitable Adjustments The FSA CPP may make an equitable adjustment to the contract terms or pricing at its discretion. 3.07 CONDITIONS It is understood and agreed that any item offered or shipped as a result of this contract shall be the most current model offered. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 35 3.08 PRODUCTION CUTOFF Vendors shall notify the FSA CPP in writing no less than sixty (60) calendar days prior to the close of final order date by the manufacturer when the final order date is during the term of the contract. Purchase Orders received by the Vendor ten (10) business days prior to the final order date must be accepted and entered into the order system with the manufacturer. Purchase Orders issued and received after the production cutoff date will be subject to availability. In this case, the Vendor and manufacturer have the discretion whether to choose to provide next year’s model at current year’s prices until the end of the contract term. If the manufacturer cutoff date is during the term of the contract and will affect the purchaser’s ability to obtain the items, FSA CPP may consider substitutions from the same manufacturer. 3.09 FACILITIES The FSA CPP reserves the right to inspect the Vendor’s facilities at any time with prior notice. 3.10 PURSUIT RATED VEHICLES & MOTORCYCLES Vehicles in this category have been reviewed by one or more of the nationally recognized authorities on Police Vehicle Testing Program/Evaluation. These evaluations are not designed to recommend a particular product, but to serve as a resource for vehicles which are currently being offered for law enforcement service. To see the full detailed report, click or copy the links below. At the time of the bid there were two nationally recognized authorities: State of Michigan, Vehicle Test Team of the Michigan State Police (MSP) Precision Driving Unit Los Angeles County Sheriff’s Department Law Enforcement Vehicle Test and Evaluation Program Vehicles: 3.11 SPECIAL SERVICE VEHICLES Vehicles in this category have been reviewed by one or more of the nationally recognized authorities on pursuit vehicle testing program/evaluation. These vehicles are labeled as Special Service Vehicle (SSV) and often used in public safety applications and other areas of government. Refer to manufacturers published information for detailed information regarding these vehicles. 3.12 CAB AND CHASSIS PURCHASES Vendors performing upfitting of cab and chassis should be licensed and certified to perform such work. Vendors are responsible for tag and title work if the chassis is completed by the Vendor or the Vendor’s contracted third- party supplier. The requirements of Florida Statute 319.21 related to the manufacturer statement of origin apply to cab and chassis purchases. Cab and chassis may be purchased from the Vendor without any required additional upfitting by the Vendor. Vendors are not responsible for tag and title if an incomplete chassis is requested and sold to the purchaser. 3.13 FACTORY-INSTALLED OPTIONS All options specified as factory-installed are to be installed on the item at the primary site of assembly and are to FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 36 be the manufacturer’s standard assembly-line product. Aftermarket and vendor-installed equipment will not be accepted as factory-installed. Vendors found supplying aftermarket or vendor-installed equipment where factory- installed are specified shall be required to retrieve all delivered items and supply new items meeting the specifications. All factory-ordered options are to be original equipment manufacturer (OEM) and installed at the primary site of assembly unless otherwise noted by the Vendor and acknowledged in writing by the purchaser. Verbal agreements will not be recognized. 3.14 VENDOR-INSTALLED OPTIONS All vendor-installed accessories, equipment, or options shall be installed according to the manufacturer’s specifications. All vendor-installed options must be manufactured by an established manufacturer of the product provided. Vendors are required to disclose make and model of product being offered, design, and model must be approved by the purchaser prior to installation. Prior to any purchase, the Vendor must also disclose the warranty of any accessory, equipment or option that is less than or exceeds the factory or equipment warranty coverage. Any Vendor that violates this provision will be considered in default of the contract. FSA CPP may terminate the contract in accordance with these terms & conditions. 3.15 NON-SCHEDULED OPTIONS A non-scheduled option is an option not listed on the FSA CPP published award. Vendors may provide non- scheduled options at less than MSRP or the Published List Price. Non-scheduled options should be identified and listed as a separate line item with the price and discount on the purchase order. Non-scheduled options are covered under these terms and conditions. 3.16 FORCE MAJEURE A Vendor shall not be penalized for a delay resulting from the Vendor’s failure to comply with delivery requirements if neither the fault nor the negligence of the Vendor or its employees contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Vendor’s control, or for any of the foregoing that third party suppliers if no alternate source of supply is available to the Vendor. 3.17 PURCHASE ORDERS To initiate a purchase, a purchase order must be issued to the Vendor, which includes: • FSA CPP contract title and number; • FSA CPP item number, and the make and model or item description; and • Purchaser name, phone number and email address. The Vendor’s acceptance of a purchaser’s order will indicate that the Vendor agrees to deliver an awarded item that will be fully compatible with all of its options. Production schedules and delivery dates should be discussed at the time the quote is provided to the purchaser, or if no quote is provided, when the purchase order is delivered to the Vendor. Vendor shall place the order with the manufacturer within 10 business days of receipt of the purchase order. The Vendor shall assure that all orders are placed in full compliance with the specifications and the terms and conditions of the contract and the purchase order. Any changes that are required to bring an item into compliance with the various options due to an incorrect order will be accomplished at the Vendor’s expense. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 37 A Confirmation of Order form shall be completed by the Vendor and provided to the purchaser and FSA CPP fifteen (15) calendar days from receipt of purchase order without request by the purchaser. Any additional information needed to complete this form should be obtained by the Vendor from the purchaser. While it is recommended that an agency purchase from the zone which is closest to their location, it is not mandatory to do so. If the purchaser determines that a Vendor in another zone can better serve the purchaser’s needs, the purchaser may order from a Vendor in another zone. Vendors that provide awarded items outside of an awarded zone may upon mutual agreement between the Vendor and the purchaser charge a delivery fee. If a Vendor receives a purchase order for an item for which they were not awarded, the Vendor must notify the purchaser and return the purchase order to the purchaser within three (3) business days. The Vendor must submit electronic copies of Purchase Orders within fifteen (15) calendar days of the Purchase Order issue date. Emails shall be sent to coop@flsheriffs.org. Purchase orders received by the Vendor after this deadline must be submitted to FSA CPP as soon as possible with the date received by the Vendor and cause for the delay. Purchase Orders should contain the following required information: • Purchaser name, • Purchase order number, • Purchase order issue date, • FSA CPP contract title and number, • Item number, • Item make and model, or item description, • Item price, • Options by item, and • Estimated delivery date. Purchase orders vary in format and information provided. If a purchase order does not include the required information, the Vendor must submit supplemental documentation to FSA CPP at the same time the purchase order is due. Such information may be in bid quotes, equipment proposals, confirmation of orders, or other documents. If a purchaser does not use purchase orders, written communication from the purchaser to the Vendor will be provided to FSA CPP. 3.18 REGISTRATION, TAG, AND TITLE Title items shall be the responsibility of the Vendor. If the purchaser is a government agency, the purchaser has the right to choose to register and title the item. Costs of registration, tag and title shall not exceed the statutory rates. FSA administrative fee does not apply to the cost of registration, tag and title. 3.19 DELIVERY Vendors are to inspect the item to confirm the item meets or exceeds the FSA CPP Base Specification, manufacturer specification, and purchase order. Deliveries not complying with these requirements may be rejected and will have to be redelivered at Vendor’s expense. Delivery shall be within the normal working hours of the user, Monday through Friday, excluding holidays. Delivery schedules shall be agreed to by the purchaser and the Vendor. Vendor shall notify the purchaser no less than twenty-four (24) hours prior to delivery of the time and location, which shall reflect the mutually agreed upon FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 38 delivery details. The Vendor shall be responsible for delivering items that are properly serviced, clean and in first class operating condition. Items shall be delivered with each of the following documents completed or included: 1. Copy of the Purchase Order. 2. Copy of the FSA CPP Base Specification. 3. Copy of manufacturer’s Invoice, price sheet, build sheet or other documentation that verifies what components are included on the item being delivered 4. Copy of the pre-delivery service report 5. Registration warranty certification 6. Owner’s manual 7. Registration, tag and title or an application for the registration, as applicable All items with fuel tanks of thirty-five (35) gallons or less must contain no less than one quarter (1/4) tank of fuel as indicated by the fuel gauge at the time of delivery. For items that have more than thirty-five (35) gallons, a minimum of one eighth (1/8) of a tank of fuel must be provided. All electric vehicles must be delivered with a minimum charge level of 10 percent. The purchaser has the option to reject a vehicle with more than 350 odometer miles or may deduct $0.51 cents per mile in excess of 350 miles from the invoice, unless distance above 350 miles was previously approved by the purchaser. Deliveries of less than 350 miles may be accomplished by driving the vehicle. Any delivery accomplished by driving the vehicle must be supervised and the driver must comply with manufacturer’s break-in requirements and all applicable traffic laws. Any delivery accomplished by driving a pursuit-rated vehicle must use an “OUT OF SERVICE” cover on light bars. Deliveries in excess of 350 miles shall be made by transport, or otherwise approved by the purchaser, however, this requirement shall not apply to incomplete chassis. Items with hour meters must be delivered with fewer than five (5) hours on the hour meter or may be rejected by the purchaser. The purchaser may choose to negotiate a lower purchase price when the item exceeds five (5) hours. When items require service or adjustments upon delivery, the Vendor shall either remedy the defect, or be responsible for reimbursing the manufacturer’s local authorized representative or other service provider to remedy the defect. Such service or adjustments shall be initiated by the Vendor within 48 hours after notification by a purchaser, not to include weekends and holidays. Delivery will not be considered complete until all services or adjustments are satisfactory, and the item is redelivered or repaired. The cost of any transportation required to address the defect shall be the responsibility of the Vendor until the items are satisfactory and accepted by the purchaser. 3.20 INSPECTION AND ACCEPTANCE Final acceptance shall be given only after the purchaser inspects or confirms the item meets contract specifications. Delivery of an item to a purchaser does not constitute acceptance for the purpose of payment. Inspection and acceptance will be at the purchaser’s destination unless otherwise previously agreed upon location was provided in the purchase order. Should the delivered items differ in any respect from the Base Item specifications, payment can be withheld until such time as the Vendor completes the necessary corrective action. 3.21 INVOICING AND PAYMENTS Invoicing and payments shall be the responsibility of the Vendor and purchaser placing orders using this contract. Vendors must invoice each purchaser independently. The Vendor shall be paid upon submission of invoices to the purchaser after satisfactory delivery and acceptance of the items. While the Local Government Prompt Payment FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 39 Act applies to ensure timely payment of Vendor invoices, the FSA CPP encourages purchasers to make payment within 30 days of acceptance of the item. The Local Government Prompt Payment Act is defined in Sections 218.70–218.79 of Florida Statutes. 3.22 WARRANTY All warranties shall begin at the time of delivery and final acceptance by the purchaser. The purchaser’s warranty should not be active for incomplete items and items delivered to a third-party supplier before final delivery. 3.23 QUARTERLY REPORTS Quarterly reports are the contractual responsibility of each Vendor. Quarterly reports must be completed and submitted electronically. All quarterly reports shall be sent to reports@flsheriffs.org. The quarterly report template shall be submitted using an Excel workbook provided by FSA CPP. Quarterly reports which do not adhere to the required format or are not complete of all purchase orders received and/or deliveries made during the quarter will be returned to the reporting Vendor for correction. Quarterly reports are due no later than the 15th day of the month following the end of the quarter. Quarterly reports shall follow the schedule below for the duration of the contract. If a contract extension is executed, the quarterly reports will maintain the same schedule for future reporting periods. Contract Year: October 1, 2022 – September 30, 2023 Year 1 Quarter 1: October 1 – December 31 Q1 Report Due: January 15 Year 1 Quarter 2: January 1 – March 31 Q2 Report Due: April 15 Year 1 Quarter 3: April 1 – June 30 Q3 Report Due: July 15 Year 1 Quarter 4: July 1 – September 30 Q4 Report Due: October 15 Quarterly reports must be submitted even if there are no sales or no deliveries in a quarter. If a Vendor has no sales within a quarter, the Vendor shall indicate “No sales this quarter” on the top row of the sales worksheet. If the Vendor has no deliveries in a given quarter, the Vendor shall indicate “No deliveries this quarter” on the top row of the delivery worksheet. FSA CPP reserves the right to modify the procedure for submitting quarterly reports during the term of the contract. Such a change shall not materially modify the substance of the information to be reported but may change the method by which future quarterly reports are to be submitted. In the event of such a change, FSA CPP will provide written notice to all Vendors of the method by which future quarterly reports are to be submitted. 3.24 ADMINISTRATIVE FEE The FSA CPP charges three quarters of one percent (.0075) to procure, process and administer the contract. The administrative fees are the contractual responsibility of each awarded Vendor. After receipt of payment from contract purchases, the Vendor shall remit all administrative fees to the FSA CPP no later than 15 calendar days after the end of each quarter. All fees payable to the FSA CPP during any given quarter will be accompanied and supported by a quarterly report. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 40 The administrative fee will remain payable to FSA CPP and no relief from payment of the administrative fee, nor any additional charge to recoup the administrative fee, will be permitted if a Vendor fails to incorporate the administrative fee in its bid pricing. The administrative fee should never be listed as a separate line item on any purchase order or invoice. The administrative fee is based on the total purchase order amount of new items. This fee excludes any value given to purchasers for trade-ins. Trade-ins, extended warranties and other exchanges will not reduce or impact the fee calculation. The ACH form for electronic payment or wiring of funds is included in Appendix C. It is the preference of FSA CPP that all payments be electronically paid and submitted. If ACH is not available, checks for the administrative fee can be sent to: Florida Sheriffs Association Cooperative Purchasing Program 2617 Mahan Drive Tallahassee, FL 32308 3.25 LIQUIDATED DAMAGES The Vendor warrants that the item supplied to the purchaser shall conform in all respects to the standards set forth and the failure to comply with this condition will be considered as a breach of contract. Any liquidated damages levied because of inadequacies or failures to comply with these requirements shall be borne solely by the Vendor responsible for same. Failure to submit the administrative fee with accompanying quarterly reports to FSA CPP within 15 calendar days following the end of each quarter may result in the imposition of liquidated damages. Vendors failing to submit administrative fees and/or quarterly reports will incur liquidated damages in the amount of $25 for each calendar day that fees and reports are past due, beginning on the 16th day following the end of the quarter. If a civil action is initiated by the FSA to recover administrative fees or liquidated damages as set forth in this section, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs incurred in the litigation. The venue shall lie in the Circuit Court for the Second Judicial Circuit in and for Leon County, Florida. When quarterly reports are late, liquidated damages are to be included in Vendor’s Quarterly Report and administrative fee submission. Liquidated damages that remain unpaid beyond 45 calendar days can result in FSA CPP, at its sole discretion, implementing contract compliance actions, including but not limited to, suspension, limited participation by specifications or zones, disqualification from future solicitations, or termination for cause pursuant to the Terms & Conditions. Schedule of Liquidated Damages Failure to submit quarterly report on time $25 per calendar day Failure to submit administrative fee on time $25 per calendar day Failure to report a Purchase Order to FSA CPP within 15 calendar days of the purchase order issue date $100 per Purchase Order Failure to Report Sales .0075 of the sales price plus 1.5% each month following the delivery date. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 41 Vendor agrees and acknowledges that its failure to take any of the actions specified in the above schedule will result in liquidated damages to this contract. Vendor agrees and acknowledges that these liquidated damages are not intended to be and do not constitute a penalty and that these amounts are reasonably calculated to compensate the FSA for the damages that it will incur as a result of the Vendor’s failure to take the specified actions. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 42 Appendix A: Zone Map FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 43 Appendix B. Bid Calendar FSA23-VEL31.0 Bid Calendar Task Date Invitation to Bid Announcement (ITB) 5/1/2023 & 5/15/2023 Voluntary Interested Bidder Workshop 6/13/2023 New Item Specification Requests Due 6/23/2023 Pre Bid Meeting 7/11/2023 Request for Clarifications Due to FSA 7/18/2023 FSA VendorLink Bidder Training 7/24/2023 Bid System Open 7/25/2023 Cone of Silence 7/25/2023 - 9/11/2023 Bid Submissions Due 8/30/2023 Public Bid Opening 9/1/2023 Bid Tabulations Posted 9/1/2023 Bid Evaluation 9/5/2023 - 9/8/2023 Intent To Award 9/11/2023 Final Award & Effective Date of New Contract 10/1/2023 FSA23-VEH21.0 Bid Calendar Task Date Invitation to Bid Announcement (ITB) 5/1/2023 & 5/15/2023 Voluntary Interested Bidder Workshop 6/14/2023 New Item Specification Requests Due 6/23/2023 Pre Bid Meeting 7/12/2023 Request for Clarifications Due to FSA 7/18/2023 FSA VendorLink Bidder Training 7/24/2023 Bid System Open 7/25/2023 Cone of Silence 7/25/2023 - 9/11/2023 Bid Submissions Due 8/30/2023 Public Bid Opening 9/1/2023 Bid Tabulations Posted 9/1/2023 Bid Evaluation 9/5/2023 - 9/8/2023 Intent To Award 9/11/2023 Final Award & Effective Date of New Contract 10/1/2023 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 44 FSA23-EQU21.0 Bid Calendar Task Date Invitation to Bid Announcement (ITB) 5/1/2023 & 5/15/2023 Voluntary Interested Bidder Workshop 6/7&8/2023 New Item Specification Requests Due 6/23/2023 Pre Bid Meeting 7/13/2023 Request for Clarifications Due to FSA 7/18/2023 FSA VendorLink Bidder Training 7/24/2023 Bid System Open 7/25/2023 Cone of Silence 7/25/2023 - 9/11/2023 Bid Submissions Due 8/30/2023 Public Bid Opening 9/1/2023 Bid Tabulations Posted 9/1/2023 Bid Evaluation 9/5/2023 - 9/8/2023 Intent To Award 9/11/2023 Final Award & Effective Date of New Contract 10/1/2023 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 45 Appendix C: ACH Payments FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 46 Appendix D: Federal Clauses Applicability of Third-Party Contract Provisions* (Excluding micro-purchases, except Davis-Bacon requirements apply to construction contracts exceeding $2,000.) In addition to other provisions negotiated with purchasers placing federally funded purchase orders, Vendors must comply with the following provisions upon award of a federally funded purchase order: PROVISION Professional Services/A&E Operations/ Management Construction Materials & Supplies Equal Employment Opportunity All Davis-Bacon Act >$2,000 Copeland “Anti-Kickback” Act >$2,000 Contract Work Hours and Safety Standards Act >$100,000 >$100,000 >$100,000 >$100,000 Rights to Inventions Made Under a Contract or Agreement If the purchase order involves performance of experimental, developmental or research work If the purchase order involves performance of experimental, developmental or research work If the purchase order involves performance of experimental, developmental or research work If the purchase order involves performance of experimental, developmental or research work Clean Air Act >$150,000 >$150,000 >$150,000 >$150,000 Federal Water Pollution Control Act >$150,000 >$150,000 >$150,000 >$150,000 Debarment and Suspension All All All All Byrd Anti-Lobbying Amendment >$100,000 >$100,000 >$100,000 >$100,000 Procurement of Recovered Materials All All All All Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment All All All All Domestic Preferences for Procurements All All All All *References to the code of regulations (CFR) or United States Code (USC) were accurate at the time of publication. It is the responsibility of the Bidder to ensure compliance is met of the referenced state and federal laws within the published rules. EQUAL EMPLOYMENT OPPORTUNITY: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The clause set forth in 41 CFR 60-1.4(b) is incorporated herein by reference. Vendor must comply with this clause and include this clause in all lower-tier federal assisted construction contracts. FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 47 DAVIS-BACON ACT, as amended (40 U.S.C. 3141-3148): When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. Vendors performing construction must comply with all applicable provisions of the Davis-Bacon Act and include this clause in all lower-tier subcontracts for construction. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C., chapter 37): Vendor shall comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C., chapter 37), as supplemented by Department of Labor regulations (29 CFR part 5). (a) Overtime requirements. Neither Vendor nor any contractor or subcontractor contracting for any part of the purchase order work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in Paragraph 15(a), Vendor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Vendor or such subcontractor shall be liable to the United States (in the case of work done under the Contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in Paragraph 15(a), in the sum of $29 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in Paragraph 15(a) of this section. (c) Withholding for unpaid wages and liquidated damages. Purchaser shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Vendor or a subcontractor under the purchase order or any other Federal contract with Purchaser, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by Purchaser, such sums as may be determined to be necessary to satisfy any liabilities of Vendor or its subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Paragraph (a). (d) Subcontracts. Vendor shall insert in any subcontracts over $100,000 for construction and other purposes that involve the employment of mechanics or laborers, the clauses set forth in Paragraphs (a) through (d) and also a clause requiring the subcontractors to include these clauses in any lower-tier subcontracts. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 48 a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor shall comply with these requirements when performing a purchase order involving experimental, developmental or research work and flowdown this clause to lower-tier subcontractors performing such work. CLEAN AIR ACT (42 U.S.C. 7401 et seq.) and the FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. 1251 et seq.), as amended: Vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor shall comply with the requirements of Clean Air Act and the Federal Water Pollution Control Act and include this clause in all lower-tier subcontracts with a value over $150,000. DEBARMENT AND SUSPENSION (E.O.s 12549 and 12689): By accepting or performing this purchase order, Vendor certifies that it is not identified in the Exclusions area of the System for Award Management as being currently debarred, suspended, proposed for debarment, or otherwise excluded (“SAM Exclusion”). Vendor shall obtain similar certifications from its lower-tier subcontractors for each subcontract in excess of $25,000 and Vendor shall not award lower-tier subcontracts in excess of $25,000 to an entity subject to a SAM Exclusion. LOBBYING RESTRICTIONS (31 U.S.C. 1352): By accepting or performing this purchase order, Vendor certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Vendor shall also disclose to Purchaser any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award or contract. Vendor shall flow down this clause and require this certification for lower-tier subcontractors with a subcontract of $100,000 or more. Vendor shall provide its disclosure and all disclosures received from lower-tier subcontractors to Purchaser. PROCUREMENT OF RECOVERED MATERIALS: A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Vendor shall comply with this clause and include this clause in all lower-tier subcontracts. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT: (a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115- 232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Page 49 (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. (c) See Public Law 115-232, section 889 for additional information. DOMESTIC PREFERENCES FOR PROCUREMENTS: (a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Vendor agrees to comply with the requirements of this clause and include the requirements of this clause in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) “Manufactured products” means items and construction materials composed in whole or in part of non- ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0265 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: General Services Agenda Number: 6.1 SUBJECT/RECOMMENDATION: Authorize purchase order(s) to multiple vendors as listed, for the maintenance, purchase and rental of generators, replacement parts, automatic transfer switches (ATS) and services in the cumulative amount of $1,600,000.00, for the term May 1, 2025 through November 22, 2026, with one year renewal option in the cumulative amount of $1,000,000.00 pursuant to Clearwater Code of Ordinances Sections 2.563(1)(a), Single Source, and 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY: This authorization covers the maintenance, purchase, and rental of generators, along with ATS’s, replacement parts and related services. Historically, Building & Maintenance (B&M) and Public Utilities have procured generators, repairs, services, replacement parts, ATS’s, and load banking through piggyback contracts or as single-source procurements. The average cost for the last three years has been $632K ($300,000 B&M and $332,000 PU) Equipment Maintained: 50 - STATIONARY GENERATORS (29 B&M AND 21 PU) 44 - PORTABLE GENERATORS (1 B&M AND 43 PU) 60 - AUTOMATIC TRANSFER SWITCHES - ATS (33 B&M AND 27 PU) 44 - FUEL TANKS (25 B&M AND 19 PU) This request will follow the procurement methods outlined below: Single Source: ·Ring Power Corporation: o Authorized representative for Caterpillar, responsible for servicing and repairing Caterpillar generators. Use of another company to perform these services and repairs may void portions of coverage still under warranty. ·Cummins, Inc.: o The only authorized provider for repairs on Cummins generators. Use of another company to perform these services and repairs may void portions of coverage still under warranty. Piggyback Contracts: ·Ring Power Corporation and Cummins, Inc o Sourcewell Contract #092222-CAT and #092222-CMM valid through November 22, 2026, with a one (1) year renewal option. §Ring Power is the authorized Caterpillar dealer under this contract. §These piggyback contracts cover electrical energy power generation equipment, related parts, Page 1 City of Clearwater Printed on 4/8/2025 File Number: ID#25-0265 supplies, and services at a discounted rate. ·Mid-Florida Diesel, Inc: o Hernando County ITB #23-TFG037/JG Generator Maintenance and Emergency Repair; valid through April 24, 2026, with two (2), one (1) year renewal options. §This piggyback contract will be used as needed for the preventative maintenance of auxiliary (portable) power generators. APPROPRIATION CODE AND AMOUNT: Funding is available in Garage Fund, Fleet Operations cost code 5666611-546500, garage equipment and repairs, and in Public Utilities capital improvement project 327-96664, Water Pollution Control R&R. Funding for future fiscal years will be requested as part of the annual budget process. The Garage Fund is an internal service fund of the city which supports city-wide fleet and radio maintenance. The operations of Public Utilities and associated capital projects are funded by Water and Sewer Utility Enterprise Fund revenues. STRATEGIC PRIORITY: These services help accomplish Strategic Plan Objectives 1.1, maintaining municipal performance, and promoting accountable governance; 1.2, maintaining public infrastructure; 1.3, identify resources required to sustain level of service 3.2, proactive code compliance, and targeted revitalization. Page 2 City of Clearwater Printed on 4/8/2025 All Discounts listed are for "Standby Ratings only unless otherwise stated". List Price Discount C2.2, 60 HZ, 40 - 60 kW Diesel (Reference the "PSNA-EPG-F_C2.2PGABR" Caterpillar Price List) D20 - 20 kW 19% D25 - 25 kW 19% D30 - 30 kW 19% C4.4, 60 HZ, 40 - 60 kW Diesel (Reference the "PSNA-EPG-F_C4.4LCABR" Caterpillar Price List) D40 - 40 kW 31% D50 - 50 kW 31% D60 - 60 kW 31% C4.4, 60 HZ, 80 - 100 kW Diesel (Reference the "PSNA-EPG-F_C4.4PGABR" Caterpillar Price List) D80 - 80 kW 31% D100 - 100 kW 31% C4.4 GC, 60 HZ, 200 - 300 kW Diesel (Reference the "C4.4 GCABR" Caterpillar Price List) D40 - 40 kW 31% D50 - 50 kW 31% D60 - 60 kW 31% D80 - 80 kW 31% D100 - 100 kW 31% C7.1, 60 HZ, 125 - 200 kW Diesel (Reference the "PSNA-EPG-F_C7.1PGABR" Caterpillar Price List) D125 - 125 kW 35% D150 - 150 kW 35% D175 - 175 kW 35% D200 - 200 kW 35% C7.1 GC, 60 HZ, 200 - 300 kW Diesel (Reference the "C9 GCABR" Caterpillar Price List) D125 - 125 kW 31% D150 - 150 kW 31% D175 - 175 kW 31% D200 - 200 kW 31% C9, 60 HZ, 200 - 300 kW Diesel (Reference the "PSNA-EPG-F_C9PGAM" Caterpillar Price List) 200 kW 33% 250 kW 37% 300 kW 37% C9 GC, 60 HZ, 200 - 300 kW Diesel (Reference the "C9 GCABR" Caterpillar Price List) 250 kW 31% 300 kW 31% C13, 60 HZ, 350 - 400 kW Diesel (Reference the "PSNA-EPG-F_C13PGAM" Caterpillar Price List) 350 kW 37% 400 kW 37% C13 GC, 60 HZ, 350 - 400 kW Diesel (Reference the "C13 GCABR" & "C13 GCAM" Caterpillar Price List) 350 kW 31% 400 kW 31% C15, 60 HZ, 350 - 500 kW Diesel (Reference the "PSNA-EPG-F_C15PGAM" Caterpillar Price List) 350 kW 37% 400 kW 37% 450 kW 37% 500 kW 37% C15 GC, 60 HZ, 350 - 500 kW Diesel (Reference the "C15 GCABR" & "C15 GCAM" Caterpillar Price List) 350 kW 31% Caterpillar Sourcewell Member Discounts Stationary Diesel #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B 400 kW 31% 450 kW 31% 500 kW 31% C18, 60 HZ, 550 - 750 kW Diesel (Reference the "PSNA-EPG-F_C18PGAM" Caterpillar Price List) 550 kW 37% 600 kW 37% 650 kW 33% 700 kW 33% 750 kW 33% C18 GC, 60 HZ, 550 - 600 kW Diesel (Reference the "C18 GCAM" Caterpillar Price List) 550 kW 31% 600 kW 31% C18, 60 HZ, EPA Tier 4f, - 455 KW Diesel (Reference the "PSNA-EPG-F_C18PKAM" Caterpillar Price List) 455 kW Prime Power 20% 500 kW 20% C27, 60 HZ, 750 - 800 kW Diesel (Reference the "PSNA-EPG-F_C27PGBG" Caterpillar Price List) 750 kW 32% 800 kW 32% C32, 60 HZ, 1000 - 1250 kW Diesel (Reference the "PSNA-EPG-F_C32PGDG" Caterpillar Price List) 1000 kW 33% 1250 kW 34% C27 GC, 60 HZ, 800 kW Diesel (Reference the "V12 GCAG" Caterpillar Price List) D800 - 800 kW 31% C32 GC, 60 HZ, 1000-1250 kW Diesel (Reference the "V12 GCAG" Caterpillar Price List) D1000 - 1000 kW 31% D1250 - 1250 kW 31% 3512C, 60 HZ, 1500 - 1750 kW Diesel (EPA Tier 2 & CARB Emissions Certified (Nonroad); EPA Tier 2 Emissions Certified for Stationary Use) (Reference the "PSNA-EPG-F_3512PGFL" Caterpillar Price List) 1500 kW 36% 1750 kW 34% 3516C/3516E, 60 HZ, 2000 - 3000 kW Diesel (EPA Tier 2 & CARB Emissions Certified (Nonroad); EPA Tier 2 Emissions Certified for Stationary Use) (Reference the "PSNA-EPG-F_3516PGFL" Caterpillar Price List) 2000 kW 40% 2500 kW 36% 2750 kW 33% 3000 kW 33% 3516C-HD, 60 HZ, 2000 - 2500 kW Diesel (EPA Tier 4) (Reference the "PSNA-EPG-F_3516PGFL" Caterpillar Price List) 2000 kW 19% 2500 kW 19% C175-16, 60 HZ, 3000 kW Diesel (EPA Tier 2 for Mobile and Stationary Use) (Reference the "C175-PGAL" Caterpillar Price List) 3000 kW 29% C175-16 T4F, 60 HZ, 3000 kW Diesel (EPA Tier 4) (Reference the "C175-PGAL" Caterpillar Price List) 3000 kW 19% C175-20, 60 HZ, 4000 kW Diesel (EPA Tier 2 for Mobile and Stationary Use) (Reference the "C175-PGAL" Caterpillar Price List) 4000 kW 24%#Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B 50 - 60 kW Caterpillar Natural Gas (Reference the "PSNA-EPG-F_G80PGAM" Caterpillar Price List) DG50-60 kw 18% 100 - 200 kW Caterpillar Natural Gas (Reference the "PSNA-EPG-F_G200PGABR" Caterpillar Price List) DG100 - 200 kW 18% 100 - 150 kW Caterpillar Natural Gas (Reference the "PSNA-EPG-F_G150PGAM" Caterpillar Price List) DG100 - 150 kW 18% 175 - 300 kW Olympian Natural Gas (Reference the "PSNA-EPG-F_GASOLYGN" Caterpillar Price List) 175 - 300 kW Caterpillar Natural Gas (Reference the "PSNA-EPG-F-G14.2 PGAN" Caterpillar Price List) DG175 - 175 kW 26% 350 - 450 kW Caterpillar Natural Gas (Reference the "PSNA-EPG-F-G21.9 PGAM" Caterpillar Price List) DG350 - 350 kW 26% DG400 - 400 kW 26% DG450 - 450 kW 26% CG18, 60 Hz, 350 - 500 kW Caterpillar Natural Gas (Reference the "PSNA-EPG-F-CG18 PGAM" Caterpillar Price List) DG350 - 350 kW 23% DG400 - 400 kW 23% DG450 - 450 kW 23% DG500 - 500 kW 23% G3412, 60 HZ, 375 - 500 kW Natural Gas (Reference the "PSNA-EPG-F_G3412NPG/NGG" Caterpillar Price List) 375 kW 20% 450 kW 20% 500 kW 20% G3512 60 HZ, 750 - 1000 kW Natural Gas (Reference the "PSNA-EPG-F_G3512NPL" Caterpillar Price List) 750 kW 18% 1000 kW 18% G3512 60 HZ, 1500kW Natural Gas G3512 HNL 1500kw 18% G3516 NQL 1500kw 18% G3516 60 HZ, 750 - 1000 kW Natural Gas, Landfill Gas, & Biogas (Ratings Depend on Selection) (Reference the "PSNA-EPG-F_G3516BNPL" Caterpillar Price List) Removed 18% G3516C 60 HZ, 1500 kW Natural Gas (Reference the "PSNA-EPG-F_G3516CNPL" Caterpillar Price List) 1500 kW 18% G3516A 60HZ (Reference the "PSNA-EPG-F_G3516ANQL" Caterpillar Price List) All 18% G3516H 60 HZ, 1966 kW Natural Gas (Reference the "PSNA-EPG-F_G3516HNPL" Caterpillar Price List) 1966 kW 18% G3520H 60 HZ, 2469 kW Natural Gas (Reference the "PSNA-EPG-F_G3520HNPL" Caterpillar Price List) 2469 kW 17% G3520 Fast Start 60 HZ, 2.0 - 2.6 MW Natural Gas Stationary Natural Gas (Select LP Vapor Options with Derates) #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B (Reference the "PSNA-EPG-F_G3520NPL" Caterpillar Price List)22% 2.0 - 2.6 MW G3520C 60 HZ, Natural Gas G3520CLGL and G3520CLPL 20% ALL G3520H 60 HZ, Natural Gas G3520HNPL 20% ALL CHP Solutions Packages HPS1500N, HPS2000N, HPS2500N 1.4 - 2.5 MW 20% G3520C 60 HZ, 1600 - 2055 kW Natural Gas (Reference the "PSNA-EPG-F_G3520CNPL" Caterpillar Price List) Removed 20% 20% CG132, CG170, CG260 (custom) Due to the customization and plethora of options, it is not feasible to provide a paper price list for these specific generator sets. Each quote is custom for the specific application. However, members will receive a 15% discount off of the configured list price from each member’s local dealer. XQ35, 60 HZ, 35 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ35BM" Caterpillar Price List) 27 kW Prime Power 21% 30 kW 21% XQ60, 60 HZ, 59 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ60BM" Caterpillar Price List) 48 kW Prime Power *Temporarily Discontinued 21% XQ125, 60 HZ, 125 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ125BM" Caterpillar Price List) 100 kW Prime Power *Temporarily Discontinued 21% 110 kW *Temporarily Discontinued 21% XQ230, 60 HZ, 230 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ230BM" Caterpillar Price List) 182 kW Prime Power 21% 200 kW Prime Power 21% XQ330, 60 HZ, 330 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ425BM" Caterpillar Price List) 264 kW Prime Power 21% 288 kW Prime Power 21% XQ425, 60 HZ, 425 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ425BM" Caterpillar Price List) 340 kW Prime Power 21% XQ570, 60 HZ, 570 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ570BG" Caterpillar Price List) 455 kW Prime Power 21% XQ1140, 60 HZ, 1140 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ1140BG" Caterpillar Price List) 910 kW Prime Power 21% XQ2280, 60 HZ, 2280 kVA Prime Diesel (EPA Tier 4 Final & CARB Emissions Certified (Non-road)) (Reference the "PSNA-EPG-F_XQ1140BG" Caterpillar Price List) 1825 kW Prime Power 21% Mobile Diesel (With Trailers) 15% #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Switchgear (customizable)12% Epic (Reference the "PSNA-EPG-F_CATEPICG" Price List) Epic - Master Control Panel 10% Epic - Generator Control Panel 10% Epic - Utility Control Panel 10% Supervisory Contol Panel (Reference the "PSNA-EPG-F_CATSCPN" Price List) EMCP 4.4 SCP 10% Hybrid Products (Reference the "PSNA-EPG-F_CATSCPN" Price List) All Hybrid Products 22% XES01AN 21% ATS (AUTOMATIC TRANSFER SWITCHES) (Reference the "ATS 2022" Price List) 235 ATS's Available 20% Energy Stoarge System Due to the customization and plethora of options, it is not feasible to provide a paper price list for Cat switchgear. However, members will receive a 12% discount off of the configured list price from each member’s local dealer. Control Panels, Switchgear, Automatic Transfer Switches #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Sourced Goods & Support Service Provided Electrical Energy Power Generation with Related Parts, Supplies, and Services. Extended Service Contracts 5% off list price / typical sale price if no list price is available Maintenance Agreements 5% off list price / typical sale price if no list price is available Installation 5% off list price / typical sale price if no list price is available Custom Fuel Tank 5% off list price / typical sale price if no list price is available Custom ATS 5% off list price / typical sale price if no list price is available General Contracting Labor 5% off list price / typical sale price if no list price is available Dealer Labor 5% off list price / typical sale price if no list price is available Additional/Custom Parts 5% off list price / typical sale price if no list price is available Caterpillar Sourced Goods & Support Services Multiplier Sourcewell Member Pricing Custom Shop Work 5% off list price / typical sale price if no list price is available Custom Enclosure 5% off list price / typical sale price if no list price is available Delivery/Freight 5% off list price / typical sale price if no list price is available Training 5% off list price / typical sale price if no list price is available Engineering Services 5% off list price / typical sale price if no list price is available #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Caterpillar Used Equipment Multiplier Rental Agreements Please reference the Cat Rental National Accounts contract #062320-CAT for all your rental needs. #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Rental Agreements Please reference the Cat Rental National Accounts contract #062320-CAT for all your rental needs. Electrical Energy Power Generation with Related Parts, Supplies, and Services. Caterpillar Rental Agreements Product & Services Multiplier #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Product Name and Product Description PV Panel (Solar Panels) Time Shift - 60 Hz ES 1.5 MW-hr, 1x 20', Energy, 570 kVA, 1518 kWh, ~127 min Time Shift - 60 Hz ES 3.0 MW-hr, 2x 20', Energy, 1000 kVA, 3036 kWh, ~145 min Time Shift - 60 Hz ES 3.5 MW-hr, 2x 20', Energy, 1000 kVA, 3542 kWh, ~170 min Time Shift - 60 Hz ES 4.0 MW-hr, 2x 20', Energy, 1000 kVA, 4048 kWh, ~194 min Time Shift - 60 Hz ES 4.6 MW-hr, 3x 20', Energy, 1000 kVA, 4554 kWh, ~218 min Time Shift - 60 Hz ES 5.1 MW-hr, 3x 20', Energy, 1000 kVA, 5060 kWh, ~242 min Time Shift - 60 Hz ES 5.6 MW-hr, 3x 20', Energy, 1000 kVA, 5566 kWh, ~267 min Time Shift - 60 Hz ES 6.1 MW-hr, 3x 20', Energy, 1000 kVA, 6072 kWh, ~291 min Time Shift - 60 Hz ES 6.6 MW-hr, 3x 20', Energy, 1000 kVA, 6578 kWh, ~315 min Time Shift - 60 Hz ES 7.1 MW-hr, 4x 20', Energy, 1000 kVA, 7084 kWh, ~340 min Time Shift - 60 Hz ES 7.6 MW-hr, 4x 20', Energy, 1000 kVA, 7590 kWh, ~364 min Time Shift - 60 Hz ES 8.1 MW-hr, 4x 20', Energy, 1000 kVA, 8096 kWh, ~388 min Time Shift - 60 Hz ES 8.6 MW-hr, 4x 20', Energy, 1000 kVA, 8602 kWh, ~412 min Time Shift - 60 Hz ES 9.1 MW-hr, 4x 20', Energy, 1000 kVA, 9108 kWh, ~437 min Grid Stabilizer - 60 Hz PGS1260, 1x 20', Power, 1000 kVA, 672 kWh, ~32 min Grid Stabilizer - 60 Hz PGS840, 1x 20', Power, 840 kVA, 448 kWh, ~25 min #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Unit of Issue Ancilliary Items (Sold Separately) Microgrid Solution Commercial List Price Power Analytics Cyber-Secure Network List Price Add (Optional) 40 FT ISO Container List Price Add (Optional) Each N/A $ 1,309,989 N/A Each N/A 2,263,804$ N/A Each N/A 2,507,909$ N/A Each N/A 2,750,774$ N/A Each N/A 3,257,104$ N/A Each N/A 3,461,724$ N/A Each N/A 3,705,829$ N/A Each N/A 3,948,694$ N/A Each N/A 4,191,559$ N/A Each N/A 4,708,735$ N/A Each N/A 4,903,749$ N/A Each N/A 5,145,374$ N/A Each N/A $ 5,389,479 N/A Each N/A 5,632,344$ N/A Each N/A 990,332$ N/A Each N/A 853,487$ N/A Due to the customization and plethora of options, it is not feasible to provide a paper price list for these specific components at this time. For pricing and availability, Sourcewell members can contact their local Caterpillar Dealer. #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Quantity of BDPs Quantity of 20 Foot Containe rs Grand Total Commercial List Price with Sourcewell Discount Applied (Incl Optional Items) Sourcewell Member List Price Discount 1 1 1,021,791$ 22.00% 1 2 1,765,767$ 22.00% 1 2 1,956,169$ 22.00% 1 2 2,145,604$ 22.00% 1 3 2,540,541$ 22.00% 1 3 2,700,145$ 22.00% 1 3 2,890,547$ 22.00% 1 3 3,079,981$ 22.00% 1 3 3,269,416$ 22.00% 1 4 3,672,813$ 22.00% 1 4 3,824,924$ 22.00% 1 4 4,013,392$ 22.00% 1 4 4,203,793$ 22.00% 1 4 4,393,228$ 22.00% 1 1 772,459$ 22.00% 1 1 665,720$ 22.00% Due to the customization and plethora of options, it is not feasible to provide a paper price list for these specific components at this time. For pricing and availability, Sourcewell members can contact their local Caterpillar Dealer. #Caterpillar: Confidential Green Docusign Envelope ID: 61B5F6DB-ED6A-42FA-81CD-5164EDECC25B Caterpillar, Inc. Electrical Energy Power Generation Equipment #092222-CAT THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A PART OF THE CONTRACT BETWEEN SOURCEWELL AND SUPPLIER. If you would like to purchase off this contract or for questions regarding products and pricing, the Supplier Contact Information can be found at: Caterpillar Inc.: Contract 092222-CAT | Sourcewell (sourcewell-mn.gov) 092222-CAT Rev. 3/2022 1 Solicitation Number: RFP #092222 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 5212 N. O’Connor Blvd., Suite 1100, Irving, TX 75039 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires November 22, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 092222-CAT Rev. 3/2022 2 Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer used, close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily 092222-CAT Rev. 3/2022 3 apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; 092222-CAT Rev. 3/2022 4 x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. Supplier may not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and will not be obligated to provide Equipment, Products, or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Supplier may work with such parties and may agree to provide equipment or services under the Contract on a case-by-case basis. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 092222-CAT Rev. 3/2022 5 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. 092222-CAT Rev. 3/2022 6 E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address; x Participating Entity City; x Participating Entity State/Province; x Participating Entity Zip/Postal Code; x Participating Entity Contact Name; x Participating Entity Contact Email Address; x Participating Entity Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Supplier. 092222-CAT Rev. 3/2022 7 B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited 092222-CAT Rev. 3/2022 8 assignment will be invalid. Provided, however, that Caterpillar is permitted to subcontract certain of its rights and obligations to Caterpillar dealers for performance without Sourcewell’s prior written consent. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Intentionally omitted. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. 092222-CAT Rev. 3/2022 9 b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 092222-CAT Rev. 3/2022 10 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. 092222-CAT Rev. 3/2022 11 The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 092222-CAT Rev. 3/2022 12 no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. A Participating Dealer may name a Participating Entity as an additional insured on a case-by-case basis. 092222-CAT Rev. 3/2022 13 D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier’s Participating Dealers must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier’s Participating Dealer conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Intentionally omitted. 092222-CAT Rev. 3/2022 14 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Caterpillar Inc. By: __________________________ By: __________________________ Jeremy Schwartz Jaime Mineart Title: Chief Procurement Officer Title: Vice President & General Manager Retail Electric Power Solutions Date: ________________________ Date: ________________________ Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________ 5)3(OHFWULFDO(QHUJ\3RZHU*HQHUDWLRQ(TXLSPHQWZLWK 5HODWHG3DUWV6XSSOLHVDQG6HUYLFHV 9HQGRU'HWDLOV &RPSDQ\1DPH &DWHUSLOODU $GGUHVV 12 &RQQRU%OYG ,UYLQJ7; &RQWDFW -DLPH0LQHDUW (PDLO 0LQHDUWB-DLPHB0#FDWFRP 3KRQH )D[ +67 6XEPLVVLRQ'HWDLOV &UHDWHG2Q 7KXUVGD\$XJXVW 6XEPLWWHG2Q 7KXUVGD\6HSWHPEHU 6XEPLWWHG%\ -DLPH0LQHDUW (PDLO 0LQHDUWB-DLPHB0#FDWFRP 7UDQVDFWLRQGDIIFDFFHIDDGEIE 6XEPLWWHU V,3$GGUHVV Bid Number: RFP 092222 Vendor Name: Caterpillar 6SHFLILFDWLRQV 7DEOH3URSRVHU,GHQWLW\ $XWKRUL]HG5HSUHVHQWDWLYHV *HQHUDO,QVWUXFWLRQVDSSOLHVWRDOO7DEOHV6RXUFHZHOOSUHIHUVDEULHIEXWWKRURXJKUHVSRQVHWRHDFKTXHVWLRQ'RQRWPHUHO\DWWDFK DGGLWLRQDOGRFXPHQWVWR\RXUUHVSRQVHZLWKRXWDOVRSURYLGLQJDVXEVWDQWLYHUHVSRQVH'RQRWOHDYHDQVZHUVEODQNUHVSRQG³1$´LIWKH TXHVWLRQGRHVQRWDSSO\WR\RXSUHIHUDEO\ZLWKDQH[SODQDWLRQ /LQH ,WHP 4XHVWLRQ 5HVSRQVH 3URSRVHUௐ/HJDOௐ1DPHௐRQHௐOHJDOௐHQWLW\ௐRQO\ௐௐ ,QௐWKHௐHYHQWௐRIௐDZDUGௐZLOOௐH[HFXWHௐWKHௐUHVXOWLQJௐFRQWUDFWௐDVௐ6XSSOLHU &DWHUSLOODUௐ,QF ,GHQWLI\ௐDOOௐVXEVLGLDU\ௐHQWLWLHVௐRIௐWKHௐ3URSRVHUௐZKRVHௐHTXLSPHQWௐSURGXFWVௐRUௐVHUYLFHVௐDUHௐ LQFOXGHGௐLQௐWKHௐ3URSRVDO 1$ ,GHQWLI\ௐDOOௐDSSOLFDEOHௐDVVXPHGௐQDPHVௐRUௐ'%$ௐ QDPHVௐRIௐWKHௐ3URSRVHUௐRUௐ3URSRVHU Vௐ VXEVLGLDULHVௐLQௐ/LQHௐௐRUௐ/LQHௐௐDERYH 1$ 3URYLGHௐ\RXUௐ&$*(ௐFRGHௐRUௐ8QLTXHௐ(QWLW\ௐ ,GHQWLILHUௐ6$0 3URSRVHUௐ3K\VLFDOௐ$GGUHVV ௐ1ௐ2 &RQQRUௐ%OYGௐ6WHௐௐ,UYLQJௐ7;ௐ 3URSRVHUௐZHEVLWHௐDGGUHVVௐRUௐDGGUHVVHV KWWSVZZZFDWHUSLOODUFRPௐKWWSVZZZFDWFRPHQB86KWPO 3URSRVHU Vௐ$XWKRUL]HGௐ5HSUHVHQWDWLYHௐQDPHௐ WLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐSKRQHௐ7KHௐ UHSUHVHQWDWLYHௐPXVWௐKDYHௐDXWKRULW\ௐWRௐVLJQௐ WKHௐ³3URSRVHU¶Vௐ$VVXUDQFHௐRIௐ&RPSOLDQFH´ௐRQௐEHKDOIௐRIௐWKHௐ3URSRVHUௐDQGௐLQௐWKHௐHYHQWௐRIௐ DZDUGௐZLOOௐEHௐH[SHFWHGௐWRௐH[HFXWHௐWKHௐ UHVXOWLQJௐFRQWUDFW $XWKRUL]HGௐ5HSௐ-DLPHௐ0LQHDUW 7LWOHௐ9LFHௐ3UHVLGHQWௐ ௐ*HQHUDOௐ0DQDJHUௐ5HWDLOௐ(OHFWULFௐ3RZHUௐ6ROXWLRQV $GGUHVVௐௐ1ௐ2 &RQQRUௐ%OYGௐ6WHௐௐ,UYLQJௐ7;ௐ (PDLOௐ0LQHDUWB-DLPHB0#FDWFRP3KRQHௐௐ 3URSRVHU VௐSULPDU\ௐFRQWDFWௐIRUௐWKLVௐSURSRVDOௐ QDPHௐWLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐSKRQH 3ULPDU\ௐ&RQWDFWௐ1LFROHௐ:DUQVWHGW 7LWOHௐ7HUULWRU\ௐ6DOHVௐ0DQDJHU $GGUHVVௐௐ1ௐ2 &RQQRUௐ%OYGௐ6WHௐௐ,UYLQJௐ7;ௐ (PDLOௐ:DUQVWHGWBQLFROHBD#FDWFRP 3KRQHௐௐ 3URSRVHU VௐRWKHUௐFRQWDFWVௐIRUௐWKLVௐSURSRVDOௐLIௐ DQ\ௐQDPHௐWLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐ SKRQH 2WKHUௐ&RQWDFWௐ6WHYHௐ7XUQHU 7LWOHௐ$PHULFDVௐ6DOHVௐ0DQDJHUௐ5HWDLOௐ(OHFWULFௐ3RZHUௐ6ROXWLRQV $GGUHVVௐௐ1ௐ2 &RQQRUௐ%OYGௐ6WHௐௐ,UYLQJௐ7;ௐ (PDLOௐ7XUQHUB6WHSKHQB0#FDWFRP 3KRQHௐௐ 7DEOH&RPSDQ\,QIRUPDWLRQDQG)LQDQFLDO6WUHQJWK /LQH ,WHP 4XHVWLRQ 5HVSRQVH Bid Number: RFP 092222 Vendor Name: Caterpillar 3URYLGHௐDௐEULHIௐKLVWRU\ௐRIௐ\RXUௐFRPSDQ\ௐ LQFOXGLQJௐ\RXUௐFRPSDQ\¶VௐFRUHௐYDOXHVௐ EXVLQHVVௐSKLORVRSK\ௐDQGௐLQGXVWU\ௐORQJHYLW\ௐ UHODWHGௐWRௐWKHௐUHTXHVWHGௐHTXLSPHQWௐSURGXFWVௐ RUௐVHUYLFHV &DWHUSLOODUௐZDVௐIRXQGHGௐLQௐௐZKHQௐWZRௐHQWUHSUHQHXUVௐPHUJHGௐWKHLUௐFRPSDQLHVௐௐ +ROWௐ0DQXIDFWXULQJௐ&RPSDQ\ௐDQGௐ&/ௐ%HVWௐ7UDFWRUௐ&RPSDQ\ௐ7KHௐPHUJHUௐZDVௐDௐ JUHDWௐVXFFHVVௐEHFDXVHௐWKHௐHWKLFVௐRIௐERWKௐPHQௐZHUHௐIRFXVHGௐRQௐKLJKௐTXDOLW\ௐ SURGXFWVௐDQGௐWKHௐEHVWௐFXVWRPHUௐVXSSRUW 7KHௐNH\ௐWRௐWKLVௐVDWLVIDFWLRQௐLVௐWZRIROGௐEXLOGௐWKHௐEHVWௐSURGXFWVௐDQGௐHPSRZHUௐRXUௐ GHDOHUVௐWRௐRIIHUௐWKHௐEHVWௐVXSSRUWௐ7KURXJKௐWKLVௐFRPELQDWLRQௐZHௐDUHௐSURXGௐWRௐSURYHௐWKDWௐRXUௐSURGXFWVௐRIIHUௐWKHௐEHVWௐYDOXHௐWRௐRXUௐFXVWRPHUVௐUHJDUGOHVVௐRIௐZKHUHௐWKH\ௐDUHௐ ORFDWHG &DWHUSLOODUௐSURGXFHGௐLWVௐILUVWௐGLHVHOௐHQJLQHௐLQௐௐ,Qௐௐ&DWHUSLOODUௐFUHDWHGௐDௐGLYLVLRQௐGHGLFDWHGௐWRௐWKHௐVSHFLILFௐQHHGVௐRIௐDௐEURDGௐUDQJHௐRIௐGLHVHOௐHQJLQHௐ FXVWRPHUVௐLQFOXGLQJௐSRZHUௐJHQHUDWLRQௐ,QௐௐWKHௐ(QHUJ\ௐ ௐ7UDQVSRUWDWLRQௐ VHJPHQWௐLQFOXGLQJௐDOOௐ3RZHUௐ*HQHUDWLRQௐGLYLVLRQVௐFRQWULEXWHGௐPRUHௐWKDQௐௐ%LOOLRQௐ RIௐUHYHQXHௐJOREDOO\ௐIRUௐ&DWHUSLOODUௐ,QFௐZLWKௐPRUHௐWKDQௐௐ%LOOLRQௐLQௐ1RUWKௐ$PHULFDௐDORQH 6LQFHௐWKHௐIRXQGLQJௐ&DWHUSLOODUௐ,QFௐKDVௐUHWDLQHGௐWKHௐFXOWXUHௐRIௐIRFXVLQJௐRQௐFXVWRPHUௐ QHHGVௐDQGௐVXSSRUWLQJௐSURGXFWVௐDIWHUௐWKHௐVDOHௐ2XUௐFRPSDQ\ௐFXOWXUHௐLVௐNHHQO\ௐIRFXVHGௐRQௐFXVWRPHUௐVDWLVIDFWLRQௐDQGௐHYHU\ௐHPSOR\HHௐUHDOL]HVௐWKDWௐDௐFXVWRPHU Vௐ H[SHULHQFHௐXVLQJௐWKHௐSURGXFWௐZLOOௐGHWHUPLQHௐZKHWKHUௐKHௐRUௐVKHௐZLOOௐSXUFKDVHௐDQRWKHUௐ RQH &DWHUSLOODUௐKDVௐDௐUREXVWௐ&RGHௐRIௐ&RQGXFWௐWKDWௐFDQௐEHௐIRXQGௐDWௐ&DWHUSLOODUௐ_ௐ&RGHௐRIௐ &RQGXFWௐ_ௐ&DWHUSLOODUௐ9DOXHVௐLQௐ$FWLRQௐ+HUHௐLVௐDௐTXRWHௐIURPௐ-LPௐ8PSOHE\ௐ &DWHUSLOODUௐ&KLHIௐ([HFXWLYHௐ2IILFHUௐVXPPDUL]LQJௐWKLVௐFRGHௐDQGௐLWVௐVLJQLILFDQFHௐLQௐ &DWHUSLOODUௐFXOWXUHௐ³:HௐDUHௐSURXGௐWKDWௐWKHௐSHRSOHௐRQௐRXUௐWHDPௐFRPHௐIURPௐDFURVVௐ WKHௐJOREHௐZLWKௐGLYHUVHௐEDFNJURXQGVௐH[SHULHQFHVௐDQGௐSHUVSHFWLYHVௐ7KLVௐGLYHUVHௐFXOWXUHௐDQGௐFKDUDFWHUௐPDNHௐXVௐVWURQJHUௐ:KDWௐXQLWHVௐXVௐZLWKLQௐWKLVௐGLYHUVLW\ௐLVௐDௐ FRPPRQௐVHWௐRIௐ9DOXHVௐWKDWௐZHௐDUHௐQRWௐMXVWௐDFFRXQWDEOHௐIRUௐWKHௐZRUNௐZHௐGRௐZHௐ DOVRௐFDUHௐGHHSO\ௐDERXWௐKRZௐZHௐGRௐLWௐ2XUௐ&RGHௐRIௐ&RQGXFWௐGHILQHVௐWKRVHௐ9DOXHVௐLQௐ DFWLRQௐ±ZKDWௐZHௐVWDQGௐIRUௐDQGௐKRZௐZHௐFRQGXFWௐRXUVHOYHVௐZLWKௐRXUௐFXVWRPHUVௐVXSSOLHUVௐDQGௐRQHௐDQRWKHUௐ,WVௐSXUSRVHௐLVௐQRWௐWRௐSURYLGHௐDௐVHWௐRIௐUXOHVௐWKDWௐFRYHUVௐ HYHU\ௐVLWXDWLRQௐRUௐFKDOOHQJHௐZHௐPD\ௐIDFHௐEXWௐWRௐJXLGHௐXVௐLQௐOLYLQJௐௐWKRVHௐௐYDOXHVௐௐ HYHU\ௐGD\ௐ7KHௐ&RGHௐRIௐ&RQGXFWௐH[SODLQVௐௐZKDWௐௐ,QWHJULW\ௐௐ([FHOOHQFHௐ7HDPZRUNௐ &RPPLWPHQWௐDQGௐ6XVWDLQDELOLW\ௐPHDQௐWRௐXVௐDQGௐKRZௐZHௐXVHௐWKHVHௐ9DOXHVௐWRௐPDNHௐVRXQGௐHWKLFDOௐGHFLVLRQVௐ2XUௐ&RGHௐRIௐ&RQGXFWௐLVௐRQHௐRIௐWKHௐPRVWௐLPSRUWDQWௐ GRFXPHQWVௐZHௐSURGXFHௐDWௐ&DWHUSLOODUௐ :HௐFDQௐSURYHௐPHDVXUDEOHௐDGYDQWDJHVௐLQௐWRWDOௐRZQLQJௐDQGௐRSHUDWLQJௐFRVWVௐDVௐZHOOௐDVௐWDQJLEOHௐEHQHILWVௐLQௐWHUPVௐRIௐVWDQGDUGௐVDIHW\ௐIHDWXUHVௐWHOHPDWLFௐLQIRUPDWLRQௐ VKDULQJௐDQGௐPDQ\ௐWUDLQLQJௐDQGௐDSSOLFDWLRQௐVXSSRUWௐVHUYLFHVௐRIIHUHGௐE\ௐRXUௐGHDOHUV :KDWௐDUHௐ\RXUௐFRPSDQ\¶VௐH[SHFWDWLRQVௐLQௐWKHௐ HYHQWௐRIௐDQௐDZDUG" &DWHUSLOODUௐLVௐKRQRUHGௐWRௐKDYHௐVHUYHGௐ6RXUFHZHOOௐDQGௐLWVௐPHPEHUVௐZKRௐKDYHௐ SXUFKDVHGௐ&DWௐFRQVWUXFWLRQௐHTXLSPHQWௐZRUNWRROVௐDQGௐHOHFWULFDOௐSRZHUௐJHQHUDWLRQௐ SURGXFWVௐWKURXJKௐ6RXUFHZHOOௐVLQFHௐௐ)XUWKHUPRUHௐZHௐDUHௐSURXGௐWRௐKDYHௐHDUQHGௐ WKHௐ6RXUFHZHOOௐ/HJDF\ௐ$ZDUGௐLQௐௐ&DWHUSLOODUௐLVௐWKHௐWRSௐFRQWULEXWRUௐWRௐJHQHUDWRUௐVDOHVௐLQௐRXUௐFXUUHQWௐ3RZHUௐ*HQHUDWLRQௐDQGௐ6HUYLFHVௐFRQWUDFWௐ&$7ௐ7RJHWKHUௐ ZLWKௐWKHௐ0DFKLQHௐFRQWUDFWௐZHௐORRNௐIRUZDUGௐWRௐWKHௐRSSRUWXQLW\ௐWRௐIXUWKHUௐJURZௐ EXVLQHVVௐDQGௐVHUYHௐPHPEHUௐQHHGVௐWRJHWKHUௐLQௐWKLVௐQHZௐ3RZHUௐ*HQHUDWLRQௐFRQWUDFWௐ :LWKௐDYHUDJHௐௐJURZWKௐRYHUௐWKHௐSDVWௐௐ\HDUVௐZHௐZLOOௐEHௐGHGLFDWHGௐWRௐFRQWLQXLQJௐZLWKௐWKLVௐDQQXDOௐJURZWK Bid Number: RFP 092222 Vendor Name: Caterpillar 'HPRQVWUDWHௐ\RXUௐILQDQFLDOௐVWUHQJWKௐDQGௐ VWDELOLW\ௐZLWKௐPHDQLQJIXOௐGDWDௐ7KLVௐFRXOGௐ LQFOXGHௐVXFKௐLWHPVௐDVௐILQDQFLDOௐVWDWHPHQWVௐ 6(&ௐILOLQJVௐFUHGLWௐDQGௐERQGௐUDWLQJVௐOHWWHUVௐ RIௐFUHGLWௐDQGௐGHWDLOHGௐUHIHUHQFHௐOHWWHUVௐ 8SORDGௐVXSSRUWLQJௐGRFXPHQWVௐDVௐDSSOLFDEOHௐ LQௐWKHௐGRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐUHVSRQVH 0DLQWDLQLQJௐILQDQFLDOௐVWUHQJWKௐLVௐDௐFULWLFDOௐSULRULW\ௐIRUௐ&DWHUSLOODUௐ:HௐUHFHLYHௐGHEWௐௐ UDWLQJVௐIURPௐWKHௐPDMRUௐFUHGLWௐUDWLQJௐDJHQFLHVௐ&DWHUSLOODUௐLVௐPLG$ௐUDWHGௐE\ௐ6 3ௐ DQGௐ)LWFKௐDQGௐKDVௐDௐORZ$ௐUDWLQJௐZLWKௐDௐSRVLWLYHௐRXWORRNௐIURPௐ0RRG\ Vௐ 0DLQWDLQLQJௐRXUௐPLG$ௐFUHGLWௐUDWLQJௐLVௐFULWLFDOௐWRௐRXUௐFDVKௐGHSOR\PHQWௐSULRULWLHVௐ 'XHௐWRௐRXUௐSUXGHQWௐIRFXVௐRQௐILQDQFLDOௐVWUHQJWKௐRQௐDௐFRPSDUDWLYHௐEDVLVௐ&DWHUSLOODUௐ KDVௐJHQHUDOO\ௐGHPRQVWUDWHGௐKLJKHUௐSURILWDELOLW\ௐORZHUௐOHYHUDJHௐDQGௐEHWWHUௐOLTXLGLW\ WKDQௐRXUௐFRPSHWLWRUௐSHHUௐJURXSௐ2XUௐOLTXLGLW\ௐSRVLWLRQௐLVௐH[WUHPHO\ௐVWURQJௐZLWKௐW\SLFDOO\ௐWKHௐKLJKHVWௐSHUFHQWDJHௐRIௐFDVKௐDVௐDௐSHUFHQWௐRIௐWRWDOௐDVVHWVௐRQௐWKHௐௐ EDODQFHௐVKHHWௐYVௐRXUௐFRPSHWLWRUV 3OHDVHௐVHHௐௐ,QYHVWRUௐ3UHVHQWDWLRQௐZKLFKௐSURYLGHVௐDGGLWLRQDOௐGHWDLOVௐDERXWௐRXUௐILQDQFLDOௐSRVLWLRQௐ7KHௐIXOOௐWH[WௐRIௐWKHௐ6(&ௐILOLQJௐGRFXPHQWVௐFDQௐEHௐIRXQGௐRQௐRXUௐ SXEOLFௐZHEVLWHௐKWWSVLQYHVWRUVFDWHUSLOODUFRPILQDQFLDOVVHFILOLQJVGHIDXOWDVS[ ,QௐௐIXOOௐ\HDUௐVDOHVௐDQGௐUHYHQXHVௐZHUHௐ%ௐ(QWHUSULVHௐRSHUDWLQJௐFDVKௐ)ORZௐZDVௐ%ௐ'XULQJௐWKHௐ\HDUௐWKHௐFRPSDQ\ௐSDLGௐGLYLGHQGVௐRIௐ%ௐDQGௐ UHSXUFKDVHGௐ%ௐRIௐ&DWHUSLOODUௐFRPPRQௐVWRFNௐ/LTXLGLW\ௐUHPDLQHGௐVWURQJௐZLWK DQௐHQWHUSULVHௐFDVKௐEDODQFHௐRIௐ%ௐDWௐWKHௐHQGௐRIௐௐ$IWHUௐSD\LQJௐ XQLQWHUUXSWHGௐULVLQJௐDQQXDOௐGLYLGHQGVௐIRUௐPRUHௐWKDQௐWZRௐGHFDGHVௐ&DWHUSLOODUௐ,QF1<6(&$7ௐUHDFKHGௐWKHௐWKௐFRQVHFXWLYHௐ\HDUௐPDUNௐIRUௐLQFOXVLRQௐLQௐWKHௐHOLWHௐJURXSௐ RIௐFRPSDQLHVௐGHVLJQDWHGௐDVௐ'LYLGHQGௐ$ULVWRFUDWVௐ,QௐDGGLWLRQௐWRௐDௐPLQLPXPௐRIௐௐ FRQVHFXWLYHௐ\HDUVௐRIௐGLYLGHQGௐKLNHVௐDௐFRPSDQ\ௐPXVWௐEHௐDௐFRPSRQHQWௐRIௐWKHௐ 6 3ௐௐLQGH[ௐDQGௐDQGௐPXVWௐKDYHௐDௐPDUNHWௐFDSLWDOL]DWLRQௐRIௐDWௐOHDVWௐ%ௐWRௐ TXDOLI\ௐDVௐDௐ'LYLGHQGௐ$ULVWRFUDW :KDWௐLVௐ\RXUௐ86ௐPDUNHWௐVKDUHௐIRUௐWKHௐVROXWLRQVௐWKDWௐ\RXௐDUHௐSURSRVLQJ"0DUNHWௐVKDUHௐLQIRUPDWLRQௐEH\RQGௐZKDWௐLVௐPDGHௐSXEOLFO\ௐDYDLODEOHௐWKURXJKௐRXUௐDQQXDOௐUHSRUWVௐLVௐFRQVLGHUHGௐFRQILGHQWLDOௐ0DUNHWௐVKDUHௐGDWDௐLVௐQRWௐUHDGLO\ௐDYDLODEOHௐZLWKLQௐ WKHௐLQGXVWU\ௐ7KHUHௐDUHௐQRWௐPDQ\ௐPDQXIDFWXUHUVௐRIIHULQJௐSURGXFWVௐIRUௐWKHௐ86ௐDQGௐ &DQDGDௐWKDWௐPHHWௐWKHௐUHTXLUHGௐUHJXODWLRQVௐ&DWHUSLOODUௐLVௐDௐVLJQLILFDQWௐFRQWULEXWRUௐWRௐ WKHௐRYHUDOOௐ3RZHUௐ*HQHUDWLRQௐVHFWRUௐZLWKLQௐWKHௐ86ௐDQGௐ&DQDGD :KDWௐLVௐ\RXUௐ&DQDGLDQௐPDUNHWௐVKDUHௐIRUௐWKHௐ VROXWLRQVௐWKDWௐ\RXௐDUHௐSURSRVLQJ" 0DUNHWௐVKDUHௐLQIRUPDWLRQௐEH\RQGௐZKDWௐLVௐPDGHௐSXEOLFO\ௐDYDLODEOHௐWKURXJKௐRXUௐDQQXDOௐ UHSRUWVௐLVௐFRQVLGHUHGௐFRQILGHQWLDOௐ0DUNHWௐVKDUHௐGDWDௐLVௐQRWௐUHDGLO\ௐDYDLODEOHௐZLWKLQௐWKHௐLQGXVWU\ௐ7KHUHௐDUHௐQRWௐPDQ\ௐPDQXIDFWXUHUVௐRIIHULQJௐSURGXFWVௐIRUௐWKHௐ86ௐDQGௐ &DQDGDௐWKDWௐPHHWௐWKHௐUHTXLUHGௐUHJXODWLRQVௐ&DWHUSLOODUௐLVௐDௐVLJQLILFDQWௐFRQWULEXWRUௐWRௐ WKHௐRYHUDOOௐ3RZHUௐ*HQHUDWLRQௐVHFWRUௐZLWKLQௐWKHௐ86ௐDQGௐ&DQDGD +DVௐ\RXUௐEXVLQHVVௐHYHUௐSHWLWLRQHGௐIRUௐ EDQNUXSWF\ௐSURWHFWLRQ"ௐ,IௐVRௐH[SODLQௐLQௐGHWDLO 1Rௐ&DWHUSLOODUௐKDVௐQHYHUௐILOHGௐIRUௐEDQNUXSWF\ +RZௐLVௐ\RXUௐRUJDQL]DWLRQௐEHVWௐGHVFULEHGௐLVௐ LWௐDௐPDQXIDFWXUHUௐDௐGLVWULEXWRUGHDOHUUHVHOOHUௐ RUௐDௐVHUYLFHௐSURYLGHU"ௐௐ$QVZHUௐZKLFKHYHUௐTXHVWLRQௐHLWKHUௐDௐRUௐEௐMXVWௐEHORZௐEHVWௐ DSSOLHVௐWRௐ\RXUௐRUJDQL]DWLRQ Dௐௐௐௐ,Iௐ\RXUௐFRPSDQ\ௐLVௐEHVWௐGHVFULEHGௐDVௐ DௐGLVWULEXWRUGHDOHUUHVHOOHUௐRUௐVLPLODUௐHQWLW\ௐSURYLGHௐ\RXUௐZULWWHQௐDXWKRUL]DWLRQௐWRௐDFWௐDVௐDௐ GLVWULEXWRUGHDOHUUHVHOOHUௐIRUௐWKHௐPDQXIDFWXUHUௐ RIௐWKHௐSURGXFWVௐSURSRVHGௐLQௐWKLVௐ5)3ௐ,Iௐ DSSOLFDEOHௐLVௐ\RXUௐGHDOHUௐQHWZRUNௐLQGHSHQGHQWௐRUௐFRPSDQ\ௐRZQHG" Eௐௐௐௐ,Iௐ\RXUௐFRPSDQ\ௐLVௐEHVWௐGHVFULEHGௐDVௐ DௐPDQXIDFWXUHUௐRUௐVHUYLFHௐSURYLGHUௐGHVFULEHௐ \RXUௐUHODWLRQVKLSௐZLWKௐ\RXUௐVDOHVௐDQGௐVHUYLFHௐIRUFHௐDQGௐZLWKௐ\RXUௐGHDOHUௐQHWZRUNௐLQௐ GHOLYHULQJௐWKHௐSURGXFWVௐDQGௐVHUYLFHVௐ SURSRVHGௐLQௐWKLVௐ5)3ௐ$UHௐWKHVHௐLQGLYLGXDOVௐ \RXUௐHPSOR\HHVௐRUௐWKHௐHPSOR\HHVௐRIௐDௐWKLUGௐSDUW\" &DWHUSLOODUௐLVௐDௐZRUOGௐFODVVௐPDQXIDFWXUHUௐZKLFKௐGLVWULEXWHVௐSURGXFWVௐWKURXJKௐDௐYDVWௐ DQGௐFDSDEOHௐGHDOHUௐQHWZRUNௐ2XUௐGHDOHUVௐDUHௐVWURQJௐLQGHSHQGHQWௐFRPSDQLHVௐDQGௐLQௐ 1RUWKௐ$PHULFDௐDORQHௐWKH\ௐKDYHௐDௐFRPELQHGௐQHWௐZRUWKௐRIௐELOOLRQVௐRIௐGROODUVௐ7KHLUௐ ODUJHௐYDOXDWLRQௐLVௐDௐFRPSHWLWLYHௐDGYDQWDJHௐEHFDXVHௐLWௐDOORZVௐWKHPௐWRௐKDYHௐWKHௐ LQIUDVWUXFWXUHௐWRௐVXSSRUWௐFXVWRPHUVௐUHJDUGOHVVௐRIௐORFDWLRQௐLQGXVWU\ௐIOHHWௐVL]HௐRUௐ DSSOLFDWLRQௐ:HௐEHOLHYHௐRXUௐGHDOHUVௐKDYHௐWKHௐODUJHVWௐDPRXQWௐRIௐVHUYLFHௐSDUWVௐ DYDLODEOHௐLQௐWKHLUௐLQYHQWRU\ௐௐ $QRWKHUௐDGYDQWDJHௐRIௐLQGHSHQGHQWO\ௐRZQHGௐGHDOHUVௐLVௐWKDWௐWKH\ௐNQRZௐWKHLUௐFXVWRPHUVௐ DQGௐPDUNHWௐZHOOௐ7KH\ௐWDLORUௐWKHLUௐVHUYLFHVௐVSHFLILFDOO\ௐWRௐWKHLUௐFXVWRPHUV ௐQHHGVௐௐ &DWHUSLOODUௐDQGௐHDFKௐGHDOHUௐKDYHௐVLJQHGௐDௐVDOHVௐDQGௐVHUYLFHௐDJUHHPHQWௐWKDWௐRXWOLQHVௐWKHௐVSHFLILFௐH[SHFWDWLRQVௐIURPௐERWKௐSDUWLHVௐ,QௐDௐEURDGௐRYHUYLHZௐ&DWHUSLOODUௐ PDQXIDFWXUHVௐSURGXFWVௐDQGௐVHOOVௐWKHPௐWRௐRXUௐGHDOHUVௐ7KHௐGHDOHUVௐWKHQௐVHOOௐWKRVHௐ SURGXFWVௐWRௐFXVWRPHUVௐ&DWHUSLOODUௐGRHVௐQRWௐVHOOௐGLUHFWO\ௐWRௐVWDWHௐDQGௐORFDOௐ JRYHUQPHQWVௐ 7KRXJKௐZHௐZLOOௐVLJQௐWKLVௐFRQWUDFWௐDVௐDௐPDQXIDFWXUHUௐRXUௐGHDOHUVௐZLOOௐEHௐJLYHQௐWKHௐ RSSRUWXQLW\ௐWRௐDYDLOௐWKHPVHOYHVௐRIௐWKHௐRSSRUWXQLW\ௐSUHVHQWHGௐE\ௐWKHௐFRQWUDFWௐDQGௐZLOOௐ H[HFXWHௐDOOௐWKHௐWUDQVDFWLRQVௐZLWKௐJRYHUQPHQWDOௐFXVWRPHUVௐDVௐWKH\ௐGRௐWRGD\ௐ7KLVௐ LQFOXGHVௐEXWௐLVௐQRWௐOLPLWHGௐWRௐFRQVXOWDWLRQௐTXRWLQJௐDFFHSWLQJௐSD\PHQWௐGHOLYHU\ௐ ZDUUDQW\ௐVXSSRUWௐSDUWVௐVDOHVௐDQGௐVHUYLFHௐ7KLVௐLVௐQRௐGLIIHUHQWௐWKDQௐVDOHVௐRFFXUULQJௐ RXWௐWKHௐWHUPVௐRIௐWKLVௐDJUHHPHQWௐ &DWHUSLOODUௐGHDOHUVௐKHDUWLO\ௐHPEUDFHௐWKHௐRWKHUௐ6RXUFHZHOOௐFRQWUDFWVௐFXUUHQWO\ௐDYDLODEOHௐWRௐWKHPௐ&$7ௐ&$7ௐDQGௐ&$7ௐ7KH\ௐKDYHௐDOOௐEHHQௐWUDLQHGௐ RQௐFRQWUDFWௐXVDJHௐ,QௐIDFWௐWKHௐFXUUHQWௐ(OHFWULFௐ3RZHUௐFRQWUDFWௐLVௐOHYHUDJHGௐE\ௐDWௐ OHDVWௐௐRIௐRXUௐGHDOHUVௐLQௐ1RUWKௐ$PHULFDௐ&DWHUSLOODUௐRIIHUVௐVSHFLILFௐGLVFRXQWVௐWRௐ 6RXUFHZHOOௐPHPEHUVௐௐ%\ௐXVLQJௐDQ\ௐ6RXUFHZHOOௐ&RQWUDFWௐRXUௐGHDOHUVௐDJUHHௐWRௐKRQRUௐWKRVHௐGLVFRXQWV ,IௐDSSOLFDEOHௐSURYLGHௐDௐGHWDLOHGௐH[SODQDWLRQௐ RXWOLQLQJௐWKHௐOLFHQVHVௐDQGௐFHUWLILFDWLRQVௐWKDWௐ DUHௐERWKௐUHTXLUHGௐWRௐEHௐKHOGௐDQGௐDFWXDOO\ௐ KHOGௐE\ௐ\RXUௐRUJDQL]DWLRQௐLQFOXGLQJௐWKLUGௐ SDUWLHVௐDQGௐVXEFRQWUDFWRUVௐWKDWௐ\RXௐXVHௐLQௐSXUVXLWௐRIௐWKHௐEXVLQHVVௐFRQWHPSODWHGௐE\ௐWKLVௐ 5)3 &DWHUSLOODUௐDQGௐLWVௐVXEVLGLDULHVௐRSHUDWHௐDFURVVௐWKHௐJOREHௐLQௐDௐYDULHW\ௐRIௐPDUNHWVௐWKDWௐ UHTXLUHௐ&DWHUSLOODUௐWRௐDGKHUHௐWRௐDOOௐORFDOO\ௐPDQGDWHGௐODZVௐDQGௐUHJXODWLRQVௐLQௐRUGHUௐWRௐ GRௐEXVLQHVVௐ:LWKௐUHJDUGVௐWRௐWKHௐWHUULWRULHVௐFRYHUHGௐE\ௐWKLVௐ5)3ௐ&DWHUSLOODUௐZLOOௐ FRPSO\ௐZLWKௐDSSOLFDEOHௐODZVௐLQௐRUGHUௐWRௐGRௐEXVLQHVVௐLQௐWKHௐWHUULWRULHVௐGHVFULEHGௐ KHUHLQ Bid Number: RFP 092222 Vendor Name: Caterpillar 3URYLGHௐDOOௐ³6XVSHQVLRQௐRUௐ'HEDUPHQW´ௐ LQIRUPDWLRQௐWKDWௐKDVௐDSSOLHGௐWRௐ\RXUௐ RUJDQL]DWLRQௐGXULQJௐWKHௐSDVWௐWHQௐ\HDUV &DWHUSLOODUௐKDVௐQRWௐEHHQௐVXVSHQGHGௐRUௐGLVEDUUHGௐLQௐWUDGLQJௐKLVWRU\ 7DEOH,QGXVWU\5HFRJQLWLRQ 0DUNHWSODFH6XFFHVV /LQH,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐDQ\ௐUHOHYDQWௐLQGXVWU\ௐDZDUGVௐRUௐ UHFRJQLWLRQௐWKDWௐ\RXUௐFRPSDQ\ௐKDVௐUHFHLYHGௐ LQௐWKHௐSDVWௐILYHௐ\HDUV 3OHDVHௐQRWHௐ7RௐOLVWௐDOOௐWKHௐDZDUGVௐUHFHLYHGௐLQௐWKHௐSDVWௐௐ\HDUVௐZRXOGௐXQQHFHVVDULO\ௐ OHQJWKHQௐRXUௐUHVSRQVHௐௐ)RUௐEUHYLW\ௐZHௐDUHௐKLJKOLJKWLQJௐVRPHௐUHFRJQLWLRQௐUHFHLYHGௐ LQௐௐௐDQGௐௐ$OVRௐQRWHௐWKHUHௐDUHௐPDQ\ௐJOREDOௐDZDUGVௐௐ )RUWXQHௐ0DJD]LQHௐௐRQௐWKHௐ)RUWXQHௐௐ )RUWXQHௐ0DJD]LQHௐ:RUOG Vௐ0RVWௐ$GPLUHGௐ&RPSDQLHVௐ :RUOGௐ ௐ1RUWKௐ$PHULFDௐ'RZௐ-RQHVௐ6XVWDLQDELOLW\ௐ,QGH[ௐ)RUEHVௐ%HVWௐ(PSOR\HUVௐIRUௐGLYHUVLW\ௐௐDQGௐ ௐ%HVWௐ*OREDOௐ%UDQGVௐ,QWHUEUDQGௐ 7KHௐ:DOOௐ6WUHHWௐ-RXUQDOௐ%HVWௐ0DQDJHGௐ&RPSDQLHVௐLQௐௐDQGௐ 7KHௐ:DOOௐ6WUHHWௐ-RXUQDOௐ:RUOG Vௐ0RVWௐ6XVWDLQDEO\ௐ0DQDJHGௐ&RPSDQLHVௐ+XPDQௐ5LJKWVௐ&DPSDLJQௐ)RXQGDWLRQௐ&RUSRUDWHௐ(TXDOLW\ௐ,QGH[ௐ 'RZௐ-RQHVௐ6XVWDLQDELOLW\ௐ,QGH[ௐ:RUOGௐDQGௐ1RUWKௐ$PHULFDௐௐ\HDUVௐ:RUOG¶Vௐ0RVWௐ 6XVWDLQDEO\ௐ0DQDJHGௐ&RPSDQLHVௐ±ௐ7KHௐ:DOOௐ6WUHHWௐ-RXUQDOௐ8QLWHGௐ:D\ௐ:RUOGௐ :LGH¶Vௐ*OREDOௐ&RUSRUDWHௐ/HDGHUVKLSௐ3URJUDPௐ 86ௐ3UHVLGHQW¶Vௐ9ROXQWHHUௐ6HUYLFHௐ$ZDUGௐIURPௐ-XQLRUௐ$FKLHYHPHQWௐ &RUSRUDWHௐ(TXDOLW\ௐ,QGH[ௐ±ௐ+XPDQௐ5LJKWVௐ&DPSDLJQௐ)RXQGDWLRQௐ &65ௐ&KLQDௐ7RSௐௐ±ௐWKHௐWKௐ&65ௐ&KLQDௐ(GXFDWLRQௐ$ZDUGௐ&KLQDௐ&KLQDௐ&65ௐ ([FHOOHQFHௐ$ZDUGௐ±ௐ&KLQDௐ3KLODQWKURS\ௐ7LPHVௐ&KLQDௐௐௐ &RUSRUDWHௐ6RFLDOௐ5HVSRQVLELOLW\ௐ5HVHDUFKௐ&HQWHUௐRIௐ6RXWKHUQௐ:HHNO\ௐ&KLQDௐ2XWVWDQGLQJௐ&RQWULEXWLRQௐWRௐ3RYHUW\ௐ$OOHYLDWLRQௐ±ௐ&KLQDௐ)RXQGDWLRQௐIRUௐ3RYHUW\ௐ $OOHYLDWLRQௐ&KLQDௐ ௐ*OREDOௐௐ±ௐ)RUWXQHௐ0DJD]LQHௐ $PHULFD¶Vௐ0RVWௐ5HVSRQVLEOHௐ&RPSDQLHVௐௐௐ ௐௐ±ௐ1HZVZHHNௐ%HVW0DQDJHGௐ&RPSDQLHVௐRIௐௐ ௐௐ±ௐ7KHௐ:DOOௐ6WUHHWௐ-RXUQDOௐ 7RSௐ&RPSDQLHVௐIRUௐ&XVWRPHUௐ6DWLVIDFWLRQௐ±ௐ7KHௐ:DOOௐ6WUHHWௐ-RXUQDOௐ 7KHௐ&(2ௐ/HDGHUERDUGௐ&29,'ௐ5HSXWDWLRQௐ5DQNLQJVௐ±ௐ6-5ௐ$OO$PHULFDௐ ([HFXWLYHௐ7HDPௐ±ௐ,QVWLWXWLRQDOௐ,QYHVWRUௐ7RSௐௐ*OREDOௐ/LFHQVRUVௐ±ௐ*OREDOௐ/LFHQVHௐ%HVWௐ*OREDOௐ%UDQGVௐ7RSௐௐ±ௐ ,QWHUEUDQGௐ:RUOG¶Vௐ0RVWௐ9DOXDEOHௐ%UDQGVௐௐ±ௐ)RUEHVௐ ௐ%HVWௐ3ODFHVௐWRௐ:RUNௐIRUௐ'LVDELOLW\ௐ,QFOXVLRQௐ±ௐ'LVDELOLW\ௐ(TXDOLW\ௐ,QGH[ௐ :RUOG¶Vௐ%HVWௐ(PSOR\HUVௐௐ±ௐ)RUEHVௐ%HVWௐ(PSOR\HUVௐIRUௐ:RPHQௐௐ±ௐ)RUEHVௐ $PHULFD¶Vௐ%HVWௐ(PSOR\HUVௐE\ௐ6WDWHௐௐ±ௐ)RUEHVௐ $PHULFD Vௐ%HVWௐ(PSOR\HUVௐIRUௐ'LYHUVLW\ௐௐ±ௐ)RUEHVௐ %HVWௐ(PSOR\HUVௐIRUௐ1HZௐ*UDGVௐௐ±ௐ)RUEHVௐ*OREDOௐௐ±ௐ)RUEHVௐௐௐ ௐ %HVWௐ(PSOR\HUVௐIRUௐ9HWHUDQVௐௐDQGௐ±ௐ)RUEHVௐ 7RSௐ9HWHUDQ)ULHQGO\ௐ&RPSDQ\ௐ±ௐ86ௐ9HWHUDQVௐ0DJD]LQHௐ ௐ*UHDWௐ3ODFHௐWRௐ:RUNௐ±ௐ*UHDWௐ3ODFHௐWRௐ:RUNௐ,QVWLWXWHௐ%UD]LOௐ ௐ*UHDWௐ3ODFHௐWRௐ:RUNௐLQௐWKHௐ$Jௐ%XVLQHVVௐௐ*UHDWௐ3ODFHௐWRௐ:RUNௐ,QVWLWXWHௐ%UD]LOௐ &KLOH¶Vௐௐ%HVWௐ3ODFHVௐLQௐௐWRௐ:RUNௐIRUௐ/*%74ௐ(TXDOLW\ௐSZFௐ+XPDQௐ5LJKWVௐ &DPSDLJQௐ 7RSௐRIௐ0LQGௐ&RPSDQ\ௐ³,QGXVWU\ௐFDWHJRU\´ௐ3LUDFLFDEDௐ%UD]LOௐ &HUWLILFDWLRQௐRQௐ3URPRWLQJௐ:RUN/LIHௐ%DODQFHௐLQௐ+\RJRௐ3UHIHFWXUHௐ±ௐ+\RJRௐ:RUNௐDQGௐ/LIHௐ&HQWHUௐ-DSDQௐ +\RJR¶Vௐ:RPHQ¶Vௐ6XFFHVVௐLQௐ%XVLQHVVௐ3URPRWLRQௐ&RPSDQ\ௐ±ௐ+\RJRௐ:RPHQௐ (PSRZHUPHQWௐ ௐௐ 3URPRWLRQௐ&HQWHUௐ-DSDQௐ+DQDGDௐ$ZDUGௐIRUௐ:,1ௐ$NDVKLௐ±ௐ+\RJRௐ:RPHQௐDQGௐ)XWXUHௐ$VVRFLDWLRQௐ-DSDQௐ +\RJRௐ&KLOGFDUHௐ6XSSRUWLQJௐ&RPSDQ\ௐ$ZDUGௐ-DSDQௐ 6FLHQFHௐ ௐ7HFKQRORJ\ௐ,QGXVWU\ௐ6XPPLWௐ2XWVWDQGLQJௐ&RQWULEXWLRQௐ±ௐ7KHௐ(FRQRPLFௐ 2EVHUYHUௐ&KLQDௐௐ&KLQDௐ*RRGௐ&RPSDQLHVௐ,QGXVWU\ௐ/HDGHUVKLSௐ±ௐ-LHPLDQFRPௐ&KLQDௐ &DWௐ*ௐ)DVW5HVSRQVHௐ1DWXUDOௐ*DVௐ*HQHUDWRUௐ6HWௐ(DUQVௐ*ROGௐ$ZDUGௐLQௐ &RQVXOWLQJ6SHFLI\LQJௐ(QJLQHHU¶Vௐௐ3URGXFWௐRIௐWKHௐ<HDUௐ&RPSHWLWLRQ :KDWௐSHUFHQWDJHௐRIௐ\RXUௐVDOHVௐDUHௐWRௐWKHௐ JRYHUQPHQWDOௐVHFWRUௐLQௐWKHௐSDVWௐWKUHHௐ\HDUV 7KHௐJRYHUQPHQWDOௐDQGௐHGXFDWLRQDOௐVHFWRUௐLVௐH[WUHPHO\ௐLPSRUWDQWௐWRௐ&DWHUSLOODUௐ:Hௐ GRௐQRWௐWUDFNௐJRYHUQPHQWௐDQGௐHGXFDWLRQௐVHSDUDWHO\ௐ+RZHYHUௐLWௐLVௐVDIHௐWRௐDVVXPHௐ WKDWௐWKHௐEXONௐRIௐWKHVHௐVDOHVௐLVௐWRௐVWDWHௐFRXQW\ௐPXQLFLSDOௐDQGௐVSHFLDOௐGLVWULFWVௐ:HௐKDYHௐDௐGHGLFDWHGௐWHDPௐWRௐHQVXUHௐVXFFHVVௐLQௐWKLVௐPDUNHWௐ2YHUDOOௐWKHௐSHUFHQWDJHௐRIௐ RXUௐVDOHVௐWRௐQRQIHGHUDOௐJRYHUQPHQWௐDJHQFLHVௐYDULHVௐEHWZHHQௐௐDQGௐ Bid Number: RFP 092222 Vendor Name: Caterpillar :KDWௐSHUFHQWDJHௐRIௐ\RXUௐVDOHVௐDUHௐWRௐWKHௐ HGXFDWLRQௐVHFWRUௐLQௐWKHௐSDVWௐWKUHHௐ\HDUV 7KHௐJRYHUQPHQWDOௐDQGௐHGXFDWLRQDOௐVHFWRUௐLVௐH[WUHPHO\ௐLPSRUWDQWௐWRௐ&DWHUSLOODUௐ:Hௐ GRௐQRWௐWUDFNௐJRYHUQPHQWௐDQGௐHGXFDWLRQௐVHSDUDWHO\ௐ+RZHYHUௐLWௐLVௐVDIHௐWRௐDVVXPHௐ WKDWௐWKHௐEXONௐRIௐWKHVHௐVDOHVௐLVௐWRௐVWDWHௐFRXQW\ௐPXQLFLSDOௐDQGௐVSHFLDOௐGLVWULFWVௐ:Hௐ KDYHௐDௐGHGLFDWHGௐWHDPௐWRௐHQVXUHௐVXFFHVVௐLQௐWKLVௐPDUNHWௐ2YHUDOOௐWKHௐSHUFHQWDJHௐRIௐ RXUௐVDOHVௐWRௐQRQIHGHUDOௐJRYHUQPHQWௐDJHQFLHVௐYDULHVௐEHWZHHQௐௐDQGௐ /LVWௐDQ\ௐVWDWHௐSURYLQFLDOௐRUௐFRRSHUDWLYHௐ SXUFKDVLQJௐFRQWUDFWVௐWKDWௐ\RXௐKROGௐ:KDWௐLVௐ WKHௐDQQXDOௐVDOHVௐYROXPHௐIRUௐHDFKௐRIௐWKHVHௐFRQWUDFWVௐRYHUௐWKHௐSDVWௐWKUHHௐ\HDUV" &DWௐGHDOHUVௐW\SLFDOO\ௐKROGௐFRQWUDFWVௐZLWKௐVWDWHVௐDQGௐSURYLQFHVௐ$GGLWLRQDOO\ௐZHௐDUHௐ FRQWUDFWௐKROGHUVௐZLWKௐ201,$ௐ-XVWௐDVௐZHௐZRXOGௐQHYHUௐVKDUHௐ6RXUFHZHOOௐWUDQVDFWLRQௐ LQIRUPDWLRQௐZLWKௐRWKHUௐFRRSHUDWLYHVௐZHௐIHHOௐLWௐLVௐLQDSSURSULDWHௐWRௐVKDUHௐYROXPHVௐZLWKௐWKRVHௐFRQWUDFWV /LVWௐDQ\ௐ*6$ௐFRQWUDFWVௐRUௐ6WDQGLQJௐ2IIHUVௐDQGௐ6XSSO\ௐ$UUDQJHPHQWVௐ626$ௐWKDWௐ\RXௐ KROGௐ:KDWௐLVௐWKHௐDQQXDOௐVDOHVௐYROXPHௐIRUௐ HDFKௐRIௐWKHVHௐFRQWUDFWVௐRYHUௐWKHௐSDVWௐWKUHHௐ \HDUV" /LVWHGௐEHORZௐDUHௐWKHௐFXUUHQWௐ3RZHUௐ*HQHUDWLRQௐ*6$ௐFRQWUDFWVௐWKDWௐ&DWHUSLOODUௐKROGVௐ6,1ௐௐ3RZHUௐ'LVWULEXWLRQௐ(TXLSPHQWௐ ௐ ௐ ௐDVௐRIௐWRGD\ௐௐௐ&RQWUDFWௐ1XPEHUௐ*6)5ௐ)XWXUHௐVDOHVௐZLOOௐEHௐXQGHUௐQHZௐFRQWUDFWௐ *6)8 7DEOH5HIHUHQFHV7HVWLPRQLDOV /LQH,WHP6XSSO\UHIHUHQFHLQIRUPDWLRQIURPWKUHHFXVWRPHUVZKRDUHHOLJLEOHWREH6RXUFHZHOOSDUWLFLSDWLQJHQWLWLHV (QWLW\1DPH &RQWDFW1DPH 3KRQH1XPEHU &LW\ௐRIௐ2JGHQ 0RQLFDௐ.DSS 8QLWHGௐ:DWHUௐ&RQVHUYDWLRQௐ'LVWULFW &KULVௐ+HQGULFNV 5HQHZDEOHௐ:DWHUௐ5HVRXUFHV %UHQWௐ5K\PHU 7DEOH7RS)LYH*RYHUQPHQWRU(GXFDWLRQ&XVWRPHUV /LQH,WHP3URYLGHDOLVWRI\RXUWRSILYHJRYHUQPHQWHGXFDWLRQRUQRQSURILWFXVWRPHUVHQWLW\QDPHLVRSWLRQDOLQFOXGLQJHQWLW\ W\SHWKHVWDWHRUSURYLQFHWKHHQWLW\LVORFDWHGLQVFRSHRIWKHSURMHFWVVL]HRIWUDQVDFWLRQVDQGGROODUYROXPHVIURPWKHSDVWWKUHH \HDUV (QWLW\1DPH (QWLW\7\SH 6WDWH 3URYLQFH 6FRSHRI:RUN 6L]HRI7UDQVDFWLRQV 'ROODU9ROXPH3DVW7KUHH <HDUV &LW\ௐRIௐ &KDUORWWH *RYHUQPHQW 1RUWK&DUROLQD 1& $ௐFLW\ௐORFDOௐWRௐ1RUWKௐ&DUROLQD 3XUFKDVHGௐௐXQLWVௐ VSHFLILFௐWRௐ(3ௐSURGXFWV 0DQDWHHௐ&RXQW\*RYHUQPHQW )ORULGD)/ $ௐFRXQW\ௐORFDOௐWRௐ)ORULGD 3XUFKDVHGௐௐXQLWVௐVSHFLILFௐWRௐ(3ௐSURGXFWV %RQLWDௐ6SULQJVௐ8WLOLWLHV *RYHUQPHQW )ORULGD)/ $ௐFLW\ௐORFDOௐWRௐ)ORULGD 3XUFKDVHGௐௐXQLWVௐVSHFLILFௐWRௐ(3ௐSURGXFWV 8QLYHUVLW\ௐRIௐ)ORULGD *RYHUQPHQW )ORULGD)/ &ROOHJHௐLQௐ*DLQHVYLOOHௐ)ORULGD 3XUFKDVHGௐௐXQLWVௐVSHFLILFௐWRௐ(3ௐSURGXFWV &LW\ௐRIௐ 5DOHLJKௐ3XEOLFௐ 8WLOLWLHV *RYHUQPHQW 1RUWK&DUROLQD 1& :DWHUௐDQGௐVDQLWDU\ௐVHZHUௐVHUYLFHV 3XUFKDVHGௐRQHௐXQLWௐ VSHFLILFௐWRௐ(3ௐSURGXFWV 7DEOH$ELOLW\WR6HOODQG'HOLYHU6HUYLFH 'HVFULEH\RXUFRPSDQ\¶VFDSDELOLW\WRPHHWWKHQHHGVRI6RXUFHZHOOSDUWLFLSDWLQJHQWLWLHVDFURVVWKH86DQG&DQDGDDVDSSOLFDEOH <RXUUHVSRQVHVKRXOGDGGUHVVLQGHWDLODWOHDVWWKHIROORZLQJDUHDVORFDWLRQVRI\RXUQHWZRUNRIVDOHVDQGVHUYLFHSURYLGHUVWKHQXPEHU RIZRUNHUVIXOOWLPHHTXLYDOHQWVLQYROYHGLQHDFKVHFWRUZKHWKHUWKHVHZRUNHUVDUH\RXUGLUHFWHPSOR\HHVRUHPSOR\HHVRIDWKLUG SDUW\DQGDQ\RYHUODSEHWZHHQWKHVDOHVDQGVHUYLFHIXQFWLRQV /LQH ,WHP 4XHVWLRQ 5HVSRQVH Bid Number: RFP 092222 Vendor Name: Caterpillar 6DOHVௐIRUFH 7KHௐ&DWௐGHDOHUௐVDOHVIRUFHௐLVௐWKHௐPRVWௐFDSDEOHௐDQGௐKLJKO\ௐWUDLQHGௐLQௐWKHௐLQGXVWU\ௐ7KHௐ &DWௐGHDOHUௐVDOHVSHRSOHௐDUHௐFRQVXOWDQWVௐWRௐWKHLUௐFXVWRPHUVௐDQGௐDGYLVHௐWKHLUௐFXVWRPHUVௐ RQௐWKHௐEHVWௐVROXWLRQVௐIRUௐWKHLUௐDSSOLFDWLRQௐDQGௐMREௐ$VௐDௐPDQXIDFWXUHUௐZHௐUHTXHVWௐRXUௐ GHDOHUVௐWRௐIROORZௐVWULFWௐWUDLQLQJௐSURWRFROVௐWRௐHQVXUHௐRXUௐVDOHVௐIRUFHௐUHPDLQVௐFXUUHQWௐRQௐ DOOௐSURGXFWௐXSGDWHVௐ6SHFLILFDOO\ௐDVௐLWௐUHODWHVௐWRௐJRYHUQPHQWDOௐVDOHVௐHDFKௐGHDOHUௐKDVௐ RQHௐRUௐPRUHௐSHRSOHௐQDPHGௐWRௐEHௐDௐNH\ௐOLDLVRQௐEHWZHHQௐXVௐDVௐPDQXIDFWXUHUௐDQGௐ WKHLUௐGHDOHUௐVDOHVௐWHDPௐ7KLVௐSHUVRQௐLVௐRIIHUHGௐDGGLWLRQDOௐLQGHSWKௐWUDLQLQJௐRQௐ6RXUFHZHOOௐDQGௐHQVXUHVௐWKDWௐDOOௐFRQWUDFWௐWHUPVௐDUHௐIROORZHGௐ,QௐDGGLWLRQௐGHDOHUVௐDOVRௐ KDYHௐHOHFWULFௐSRZHUௐVSHFLDOLVWVௐORFDWHGௐLQௐKRXVHௐWRௐZRUNௐZLWKௐFXVWRPHUVௐRQௐDOOௐ DVSHFWVௐRIௐWKHLUௐSRZHUௐJHQHUDWLRQௐEXVLQHVVௐ ,Qௐ1RUWKௐ$PHULFDௐRXUௐGHDOHUVௐHPSOR\ௐPRUHௐWKDQௐௐSHRSOHௐDFURVVௐWKHௐPDFKLQHௐ HQHUJ\ௐSDUWVௐDQGௐVHUYLFHௐGLYLVLRQVௐ7KHௐGHDOHUௐVDOHVௐWHDPVௐDUHௐVXSSRUWHGௐE\ௐDௐ QHWZRUNௐRIௐ&DWHUSLOODUௐSURIHVVLRQDOVௐ(DFKௐGHDOHUௐKDVௐLQௐWHUULWRU\ௐVXSSRUWௐRIௐௐ &DWHUSLOODUௐVDOHVPDUNHWLQJௐHPSOR\HHVௐ,WௐLVௐWKHௐUHVSRQVLELOLW\ௐRIௐWKHVHௐSHRSOHௐWRௐHQVXUHௐWKDWௐWKHௐGHDOHUௐDQGௐ&DWHUSLOODUௐDUHௐZRUNLQJௐZHOOௐWRJHWKHUௐWRௐFRQVWDQWO\ௐLPSURYHௐ DQGௐWRௐDGDSWௐWRௐPDUNHWSODFHௐFKDQJHVௐ%H\RQGௐWKHௐWHUULWRU\ௐH[SHUWVௐWKHௐVDOHVௐDQGௐ PDUNHWLQJௐGHSDUWPHQWௐDWௐ&DWHUSLOODUௐLVௐVWDIIHGௐE\ௐPRUHௐWKDQௐௐSHRSOHௐZKRVHௐ PLVVLRQௐLVௐWRௐIRFXVௐRQௐFXVWRPHUௐVDWLVIDFWLRQௐ(YHQௐPRUHௐDUHௐHPSOR\HGௐEHKLQGWKHVFHQHVௐWRௐHQVXUHௐLQGXVWU\ௐOHDGLQJௐSURGXFWௐGHVLJQௐXSௐWRௐGDWHௐSURGXFWௐLQIRUPDWLRQௐ DQGௐPDLQWDLQLQJௐWKHௐHDVHௐRIௐGRLQJௐEXVLQHVVௐLQௐDQௐLQFUHDVLQJO\ௐFRQQHFWHGௐPDUNHWSODFH 'HDOHUௐQHWZRUNௐRUௐRWKHUௐGLVWULEXWLRQௐ PHWKRGV 7KHௐ&DWௐGHDOHUௐQHWZRUNௐLVௐNH\ௐWRௐWKHௐVXFFHVVௐRIௐRXUௐFRPSDQ\ௐ:LWKLQௐ&DQDGDௐDQGௐ WKHௐ8QLWHGௐ6WDWHVௐZHௐKDYHௐPRUHௐWKDQௐௐGHDOHUௐRZQHGௐORFDWLRQVௐWKDWௐVHOOௐDQGௐUHQWௐ HTXLSPHQWௐ3OHDVHௐUHIHUௐWRௐRXUௐGLUHFWRU\ௐOLVWLQJௐRIௐ&DWௐGHDOHUௐORFDWLRQVௐDQGௐORFDWLRQVௐ PDSௐLQௐWKHௐDWWDFKHGௐ³&DWௐ'HDOHUௐ'LUHFWRU\´ௐ&DWௐGHDOHUVௐDUHௐLQGHSHQGHQWO\ௐRZQHGௐDQGௐPDQ\ௐFRYHUௐDQௐHQWLUHௐVWDWHௐRUௐSURYLQFHௐ,QௐVRPHௐFDVHVௐGHDOHUVௐFURVVௐ VWDWHSURYLQFLDOௐERXQGDULHVௐDQGௐLQௐRWKHUௐFDVHVௐPRUHௐWKDQௐRQHௐGHDOHUௐZLOOௐEHௐORFDWHGௐ LQௐDௐVWDWHௐ(DFKௐGHDOHUௐKDVௐPXOWLSOHௐEUDQFKHVௐDQGௐDௐPRELOHௐVHUYLFHௐIOHHWௐWKDWௐFDQௐ VHUYHௐFXVWRPHUVௐUHJDUGOHVVௐRIௐORFDWLRQௐ7KHVHௐDUHௐIXOOௐSK\VLFDOௐORFDWLRQVௐRXUௐJRYHUQPHQWDOௐFXVWRPHUVௐFDQௐXVHௐ %HFDXVHௐRIௐWKHௐVL]HௐRIௐ&DWௐGHDOHUVௐWKH\ௐDUHௐH[FHSWLRQDOO\ௐFDSDEOHௐWRௐVHUYHௐ JRYHUQPHQWDOௐFXVWRPHUVௐDQGௐFXVWRPHUVௐLQௐWKHௐJRYHUQPHQWDOௐLQGXVWU\ௐ'HDOHUVௐKDYHௐ WUDLQHGௐVSHFLDOLVWVௐWKDWௐFRYHUௐPDQ\ௐLQGXVWULHVௐ0DQ\ௐRIௐRXUௐGHDOHUௐVDOHVௐUHSVௐVHOOௐ PRUHௐWKDQௐௐRIௐWKHLUௐVDOHVௐWKURXJKௐ6RXUFHZHOOௐ7RௐVXSSRUWௐWKHVHௐGHDOHUVௐDQGௐ VSHFLDOLVWVௐLQௐWKHௐILHOGௐ&DWHUSLOODUௐKDVௐDQௐHOHFWULFௐSRZHUௐGLYLVLRQௐZLWKௐௐGHGLFDWHGௐ HOHFWULFௐSRZHUௐWHUULWRU\ௐPDQDJHUVௐGHGLFDWHGௐWRௐWUDLQLQJௐDQGௐIRFXVHGௐRQௐWKHௐHOHFWULFௐ SRZHUௐLQGXVWU\ௐ7RௐKHOSௐZLWKௐ6RXUFHZHOOௐVDOHVௐZHௐKDYHௐDௐGHGLFDWHGௐVDOHVௐUHSௐ1LFROHௐ:DUQVWHGWௐZKRௐLVௐH[SHUWௐRQௐFRRSHUDWLYHௐSXUFKDVLQJௐIRUௐWKHௐSRZHUௐJHQHUDWLRQௐJURXSௐ DVௐZHOOௐDVௐDQௐLQWHUQௐWRௐDVVLVWௐZLWKௐGD\ௐWRௐGD\ௐWDVNVௐ&DWHUSLOODUௐDOVRௐSXOOVௐWRJHWKHUௐ WKHௐHOHFWULFௐSRZHUௐVSHFLDOLVWVௐLQWRௐDௐ'HDOHUௐ$GYLVRU\ௐJURXSௐWRௐKDYHௐDௐFRQWLQXRXVௐ IHHGEDFNௐORRSௐRQௐLQGXVWU\ௐWUHQGVௐDQGௐWRௐFROODERUDWHௐRQௐIXWXUHௐQHZௐSURGXFWௐLQWURGXFWLRQVௐௐ &ROOHFWLYHO\ௐ&DWௐGHDOHUV ௐODUJHௐQHWௐZRUWKௐSHUPLWVௐWKHPௐWRௐVWRFNௐDௐKLJKௐYROXPHௐRIௐௐ UHSODFHPHQWௐSDUWVௐௐDOORZLQJௐJRYHUQPHQWDOௐFXVWRPHUVௐWKHௐIDVWHVWௐWXUQDURXQGௐRQௐSDUWVௐDYDLODELOLW\ௐDQGௐUHSDLUௐWLPHௐ&DWௐGHDOHUVௐUHFRJQL]HௐWKHௐLPSRUWDQFHௐRIௐJRYHUQPHQWDOௐ EXVLQHVVௐWRௐWKHLUௐRYHUDOOௐVXFFHVVௐDQGௐWKHLUௐSURGXFWௐVXSSRUWௐVDOHVௐUHSVௐDUHௐZHOOௐ YHUVHGௐLQௐZRUNLQJௐZLWKௐJRYHUQPHQWௐHQWLWLHVௐ 3OHDVHௐUHIHUௐWRௐWKHௐ&DWௐGHDOHUௐORFDWLRQVௐOLVWௐDQGௐPDSௐLQFOXGHGௐLQௐ$GGLWLRQDOௐ 'RFXPHQWV Bid Number: RFP 092222 Vendor Name: Caterpillar 6HUYLFHௐIRUFH $Wௐ&DWHUSLOODUௐZHௐDUHௐYHU\ௐSURXGௐRIௐWKHௐVD\LQJௐ7KHௐVDOHVௐGHSDUWPHQWௐVHOOVௐWKHௐILUVWௐ PDFKLQHௐWKHௐVHUYLFHௐGHSDUWPHQWௐVHOOVௐHYHU\ௐRQHௐDIWHUௐWKDWௐ7KHௐ&DWௐGHDOHUௐQHWZRUNௐ LQௐ1RUWKௐ$PHULFDௐFROOHFWLYHO\ௐHPSOR\VௐPRUHௐWKDQௐௐIDFWRU\ௐWUDLQHGௐWHFKQLFLDQVௐ SDUWVௐH[SHUWVௐSURGXFWௐVXSSRUWௐPDQDJHUVௐDQGௐRWKHUௐVHUYLFHRULHQWHGௐVWDIIௐ7KHVHௐ SHRSOHௐDUHௐVXSSRUWHGௐE\ௐWKHௐEHVWௐUHSDLUௐVKRSௐHTXLSPHQWௐDQGௐPDWHULDOVௐ$VௐPDFKLQHVௐ DQGௐHQJLQHVௐDUHௐFRQVWDQWO\ௐXSGDWHGௐVRௐWRRௐDUHௐRXUௐVHUYLFHௐH[SHUWVௐ:HௐFRQGXFWௐ SURGXFWVSHFLILFௐWUDLQLQJௐHYHU\ௐZHHNௐRIௐWKHௐ\HDUௐ7HFKQLFLDQௐVKRUWDJHௐLVௐDQௐLQGXVWU\ZLGH FRQFHUQௐEXWௐEHFDXVHௐ&DWௐGHDOHUVௐDUHௐODUJHௐORQJௐHVWDEOLVKHGௐFRPSDQLHVௐWKH\ௐFDQௐ RIIHUௐVWURQJௐFRPSHQVDWLRQௐDQGௐEHQHILWௐSDFNDJHVௐWKDWௐHQFRXUDJHௐWKHௐEHVWௐSHRSOHௐWRௐ VHHNௐHPSOR\PHQWௐDQGௐWRௐUHWDLQௐWKHPௐRQFHௐKLUHGௐ&DWHUSLOODUௐZRUNVௐYHU\ௐFORVHO\ௐZLWKௐGHDOHUVௐDQGௐWKURXJKௐDௐSURJUDPௐFDOOHGௐ7KLQNௐ%LJௐZHௐDUHௐDEOHௐWRௐNHHSௐWKHௐSLSHOLQHௐ RIௐKLJKௐTXDOLW\ௐHPSOR\HHVௐIXOOௐ ௐ ,QௐDGGLWLRQௐWRௐWKHௐWHFKQLFLDQVௐDQGௐPHFKDQLFVௐWKDWௐZRUNௐRQௐWKHௐJHQHUDWRUVௐGLUHFWO\ௐHDFKௐGHDOHUௐKDVௐDௐVHUYLFHௐVXSSRUWௐVWDIIௐWKDWௐLQFOXGHVௐFXVWRPHUIDFLQJௐFRQVXOWDQWVௐZKRௐ DUHௐUHVSRQVLEOHௐIRUௐZRUNLQJௐZLWKௐFXVWRPHUVௐWRௐVHWௐXSௐPDLQWHQDQFHௐDQGௐUHSDLUௐ VFKHGXOHVௐWRௐHQVXUHௐWKHௐEHVWௐSRVVLEOHௐXSWLPHௐ&ROOHFWLYHO\ௐVHUYLFHௐVXSSRUWௐVWDIIௐ PDNHVௐXSௐWKHௐEXONௐRIௐHDFKௐGHDOHUV ௐVWDIIௐ5RXJKO\ௐKDOIௐRIௐWKHLUௐSHUVRQQHOௐLQYHVWPHQWௐJRHVௐWRௐHQVXULQJௐFXVWRPHUௐVXFFHVVௐYLDௐSURGXFWௐVXSSRUWௐ ௐ 7KHௐGHDOHUௐVHUYLFHௐWHDPVௐDUHௐVXSSRUWHGௐE\ௐDௐQHWZRUNௐRIௐ&DWHUSLOODUௐSURIHVVLRQDOVௐ (DFKௐGHDOHUௐKDVௐLQௐWHUULWRU\ௐVXSSRUWௐRIௐௐ&DWHUSLOODUௐSDUWVVHUYLFHௐHPSOR\HHVௐ,WௐLVௐ WKHௐUHVSRQVLELOLW\ௐRIௐWKHVHௐSHRSOHௐWRௐHQVXUHௐWKDWௐWKHௐGHDOHUௐDQGௐ&DWHUSLOODUௐDUHௐ ZRUNLQJௐZHOOௐWRJHWKHUௐWRௐFRQVWDQWO\ௐLPSURYHௐDQGௐWRௐDGDSWௐWRௐPDUNHWSODFHௐFKDQJHVௐ %H\RQGௐWKHௐWHUULWRU\ௐH[SHUWVௐWKHௐVHUYLFHௐDQGௐVXSSRUWௐJURXSVௐDWௐ&DWHUSLOODUௐDUHௐVWDIIHGௐ E\ௐWKRXVDQGVௐRIௐSHRSOHௐZKRVHௐPLVVLRQௐLVௐWRௐIRFXVௐRQௐSRVWVDOHௐFXVWRPHUௐVDWLVIDFWLRQௐ (YHQௐPRUHௐDUHௐHPSOR\HGௐEHKLQGWKHVFHQHVௐWRௐHQVXUHௐWHFKQLFDOௐOLWHUDWXUHௐLVௐXSௐWRௐ GDWHௐVHUYLFHௐVWDQGDUGVௐDUHௐDGKHUHௐWRௐDQGௐUHSDLUௐTXHVWLRQVௐDUHௐDQVZHUHGௐTXLFNO\ௐ +LVWRULFDOO\ௐZHௐKDYHௐH[FHHGHGௐRXUௐௐKRXUௐUHVSRQVHௐUDWHௐWDUJHWௐLQௐUHVSRQGLQJௐWRௐ GHDOHUௐVHUYLFHௐLQTXLULHV 'HVFULEHௐWKHௐRUGHULQJௐSURFHVVௐ,IௐRUGHUVௐ ZLOOௐEHௐKDQGOHGௐE\ௐGLVWULEXWRUVௐGHDOHUVௐRUௐ RWKHUVௐH[SODLQௐWKHௐUHVSHFWLYHௐUROHVௐRIௐWKHௐ 3URSRVHUௐDQGௐRWKHUV 2XUௐVLPSOHௐRUGHUௐSURFHVVௐKDVௐEHHQௐDQGௐZLOOௐFRQWLQXHௐWRௐEHௐZHOOௐDSSUHFLDWHGௐE\ௐ 6RXUFHZHOOௐDQGௐ6RXUFHZHOOௐPHPEHUVௐ ௐௐ:KHQௐDௐPHPEHUௐGHFLGHVௐWRௐSXUFKDVHௐDௐQHZௐ&DWௐ*HQHUDWRUௐWKH\ௐLQFOXGHௐWKHௐ FRQWUDFWௐQXPEHUௐDQGௐWKHLUௐ6RXUFHZHOOௐPHPEHUௐQXPEHUௐRQௐWKHௐ3XUFKDVHௐ2UGHUௐWKH\ௐ LVVXHௐWRௐWKHௐ&DWௐGHDOHUௐ ௐௐ7KHௐ&DWௐGHDOHUௐWKHQௐDFFHSWVௐWKHௐ32ௐLVVXHVௐWKHௐLQYRLFHௐDFFHSWVௐSD\PHQWௐDQGௐGHOLYHUVௐWKHௐJHQHUDWRUௐ ௐௐ$IWHUௐWKHௐJHQHUDWRUௐKDVௐEHHQௐGHOLYHUHGௐWKHௐGHDOHUௐDVௐSDUWௐRIௐWKHLUௐQRUPDOௐ SURFHVVௐLQFOXGHVௐWKHௐPHPEHUௐQXPEHUௐZKHQௐILOLQJௐWKHLUௐVDOHVௐFODLPVௐZLWKௐ&DWHUSLOODUௐ ௐௐ$WௐPRQWKௐHQGௐ&DWHUSLOODUௐDJJUHJDWHVௐWKHVHௐUHSRUWVௐDQGௐVHQGVௐWKHௐVDOHVௐLQIRUPDWLRQௐTXDUWHUO\ௐWRௐ6RXUFHZHOOௐDORQJௐZLWKௐWKHௐDGPLQLVWUDWLYHௐIHHௐ ,03257$17ௐ127(ௐௐ6KRXOGௐDௐPHPEHUௐZLVKௐWRௐLQFOXGHௐDGGLWLRQDOௐWHUPVௐDQGௐ FRQGLWLRQVௐWRௐWKLVௐFRQWUDFWௐRUௐWRௐRWKHUZLVHௐUHTXHVWௐDௐ3DUWLFLSDWLQJௐ$GGHQGXPௐWKDWௐ DJUHHPHQWௐௐ3$ௐVKRXOGௐEHௐH[HFXWHGௐEHWZHHQௐௐWKHௐPHPEHUௐDQGௐ&DWௐGHDOHUௐGLUHFWO\ Bid Number: RFP 092222 Vendor Name: Caterpillar 'HVFULEHௐLQௐGHWDLOௐWKHௐSURFHVVௐDQGௐ SURFHGXUHௐRIௐ\RXUௐFXVWRPHUௐVHUYLFHௐ SURJUDPௐLIௐDSSOLFDEOHௐௐ,QFOXGHௐ\RXUௐ UHVSRQVHWLPHௐFDSDELOLWLHVௐDQGௐ FRPPLWPHQWVௐDVௐZHOOௐDVௐDQ\ௐLQFHQWLYHVௐ WKDWௐKHOSௐ\RXUௐSURYLGHUVௐPHHWௐ\RXUௐVWDWHGௐ VHUYLFHௐJRDOVௐRUௐSURPLVHV :HௐDUHௐSURXGௐWKDWௐRXUௐUHSXWDWLRQௐVWDQGVௐRQௐKDYLQJௐWKHௐEHVWௐFXVWRPHUௐVXSSRUWௐLQௐWKHௐ LQGXVWU\ௐ,QௐIDFWௐRXUௐFDSDELOLWLHVௐDUHௐLQGXVWU\ௐOHDGLQJௐ6KRXOGௐDௐFXVWRPHUௐHYHUௐKDYHௐDௐ SUREOHPௐRUௐLVVXHௐZLWKௐDௐJHQHUDWRUௐWKHLUௐ&DWௐGHDOHUௐLVௐHPSRZHUHGௐWRௐUHVROYHௐWKDWௐ LVVXHௐORFDOO\ௐ,IௐWKHௐSUREOHPௐLVௐDௐUHVXOWௐRIௐDௐGHIHFWௐLQௐPDWHULDOௐRUௐZRUNPDQVKLSௐ &DWHUSLOODUௐKDVௐDௐVWDQGDUGௐZDUUDQW\ௐWRௐDGGUHVVௐ(YHU\ௐ&DWௐGHDOHUௐKDVௐDௐFRPPRQௐ GHWDLOHGௐVHUYLFHௐSURFHVVௐLQௐSODFHௐ&DWHUSLOODUௐVXSSRUWVௐDQGௐYHULILHVௐWKDWௐDOOௐWKHௐGHDOHUௐ VHUYLFHௐWHFKQLFLDQVௐDUHௐVXSSOLHGௐZLWKௐWKHௐWRROVௐDQGௐHTXLSPHQWௐQHHGHGௐWRௐUHSDLUௐDOOௐ&DWௐSURGXFWVௐ :LWKௐDQௐDEXQGDQFHௐRIௐ&DWHUSLOODUௐ1HWZRUNௐVHUYLFHௐORFDWLRQVௐRYHUௐௐORFDWLRQVௐ LQFOXGLQJௐDQௐHVWLPDWHGௐVDOHVௐDQGௐVHUYLFHௐWHDPௐRIௐௐௐVHUYLFHௐED\VௐDQGௐௐILHOGௐVHUYLFHௐWUXFNVௐRXUௐKLJKO\ௐVNLOOHGWUDLQHGௐ&DWHUSLOODUௐGHDOHUௐWHFKQLFLDQVௐDUHௐ LQௐFORVHௐSUR[LPLW\ௐWRௐ6RXUFHZHOOௐFXVWRPHUVௐZLWKLQௐWKHௐ86ௐDQGௐ&DQDGDௐ7KHௐ&DWHUSLOODUௐ QHWZRUNௐSURYLGHVௐXQPDWFKHGௐVHUYLFHௐFDSDELOLWLHVௐWRௐPHHWௐFXVWRPHUௐVHUYLFLQJௐ UHTXLUHPHQWVௐ 7HFKQLFLDQVௐKDYHௐDFFHVVௐWRௐDQௐHOHFWURQLFௐOLEUDU\ௐRIௐWHFKQLFDOௐLQIRUPDWLRQௐLQFOXGLQJௐ 6HUYLFHௐ/HWWHUVௐ7HFKQLFDOௐ,QIRUPDWLRQௐ%XOOHWLQVௐ6\VWHPௐ2SHUDWLRQVௐ7URXEOHVKRRWLQJௐ DQGௐ'LVDVVHPEO\ௐDQGௐ$VVHPEO\ௐPDQXDOVௐ7KHVHௐPDQXDOVௐDUHௐSURYLGHGௐIRUௐHYHU\ௐ&DWௐSURGXFWௐௐ(DFKௐGHDOHUௐDOVRௐKDVௐRQHௐRUௐPRUHௐ7HFKQLFDOௐ&RPPXQLFDWRUVௐZKRௐDUHௐ GHGLFDWHGௐWRௐVXSSRUWLQJௐWKHௐVHUYLFHௐWHFKQLFLDQVௐE\ௐDFWLQJௐDVௐDௐOLDLVRQௐEHWZHHQௐWKHௐ VKRSௐSHUVRQQHOௐDQGௐ&DWHUSLOODUௐ ௐ7KHௐVHUYLFHௐWHFKQLFLDQVௐDOVRௐKDYHௐDௐGHDOHUௐVXSSRUWௐQHWZRUNௐ'61ௐV\VWHPௐZLWKௐGLUHFWௐ DFFHVVௐWRௐ&DWHUSLOODU Vௐ6HUYLFHௐ(QJLQHHUVௐ&DWHUSLOODUௐUHVSRQGVௐWRௐPRUHௐWKDQௐௐRIௐ DOOௐKLJKௐSULRULW\ௐWLFNHWVௐZLWKLQௐRQHௐKRXUௐ ௐ 'HSHQGLQJௐRQௐDௐFXVWRPHU VௐQHHGVௐWKH\ௐPD\ௐFKRRVHௐWRௐKDQGOHௐVHUYLFHௐLVVXHVௐ WKHPVHOYHVௐLQௐFRQMXQFWLRQௐZLWKௐWKHLUௐGHDOHUௐRUௐWKH\ௐPD\ௐDVNௐWKHLUௐGHDOHUௐWRௐKDQGOHௐ WKHPௐHQWLUHO\ௐ7RௐPHHWௐWKHௐYDU\LQJௐGHVLUHVௐRIௐHDFKௐFXVWRPHUௐ&DWHUSLOODUௐRIIHUVௐDௐZLGHௐ UDQJHௐRIௐVHUYLFHௐSURJUDPVௐ &DWௐ,QVSHFWௐ&RQGLWLRQௐ0RQLWRULQJௐ &XVWRPHUௐ6XSSRUWௐ$JUHHPHQWVௐ 626ௐ6HUYLFHVௐIOXLGௐDQDO\VLV 'HVFULEHௐ\RXUௐDELOLW\ௐDQGௐZLOOLQJQHVVௐWRௐ SURYLGHௐ\RXUௐSURGXFWVௐDQGௐVHUYLFHVௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐLQௐWKHௐ8QLWHGௐ6WDWHV :HௐDUHௐKDSS\ௐWRௐVHUYHௐDOOௐJHRJUDSKLFௐDUHDVௐDQGௐDOOௐ6RXUFHZHOOௐPHPEHUௐVHFWRUVௐZLWKௐ LQௐWKHௐ8QLWHGௐ6WDWHVௐZLWKௐRXUௐFRPSOHWHௐSURGXFWௐDQGௐVHUYLFHௐRIIHULQJVௐ&DWHUSLOODUௐKDVௐ VXFFHVVIXOO\ௐXWLOL]HGௐ6RXUFHZHOOௐௐWRௐVHOOௐJHQHUDWRUVௐLQௐDOOௐVWDWHV 'HVFULEHௐ\RXUௐDELOLW\ௐDQGௐZLOOLQJQHVVௐWRௐ SURYLGHௐ\RXUௐSURGXFWVௐDQGௐVHUYLFHVௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐLQௐ&DQDGD :HௐDUHௐKDSS\ௐWRௐVHUYHௐDOOௐJHRJUDSKLFௐDUHDVௐDQGௐDOOௐ6RXUFHZHOOௐPHPEHUௐVHFWRUVௐ ZLWKLQௐ&DQDGDௐZLWKௐRXUௐFRPSOHWHௐSURGXFWௐDQGௐVHUYLFHௐRIIHULQJVௐ,QௐIDFWௐZHௐVHHௐWKHௐ &DQDGLDQௐPDUNHWௐDVௐDௐVLJQLILFDQWௐJURZWKௐRSSRUWXQLW\ௐIRUௐ6RXUFHZHOOௐXVHௐDQGௐDUHௐ DFWLYHO\ௐHQFRXUDJLQJௐLWVௐXVHௐ&DWHUSLOODUௐFXUUHQWO\ௐKDVௐ&DQDGDௐ6RXUFHZHOOௐJURZWKௐLQௐ RXUௐ&DQDGDௐ'HDOHU¶Vௐௐ*URZWKௐ3ODQVௐ:HௐKDYHௐJDLQHGௐPRPHQWXPௐZLWKௐRXUௐ FXUUHQWௐFRQWUDFWௐ&$7ௐLQௐ&DQDGD ,GHQWLI\ௐDQ\ௐJHRJUDSKLFௐDUHDVௐRIௐWKHௐ8QLWHGௐ 6WDWHVௐRUௐ&DQDGDௐWKDWௐ\RXௐZLOOௐ127ௐEHௐ IXOO\ௐVHUYLQJௐWKURXJKௐWKHௐSURSRVHGௐFRQWUDFW :HௐDUHௐKDSS\ௐWRௐVHUYHௐDOOௐJHRJUDSKLFௐDUHDVௐRIௐWKHௐ8QLWHGௐ6WDWHVௐDQGௐ&DQDGD ,GHQWLI\ௐDQ\ௐ6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLW\ௐ VHFWRUVௐLHௐJRYHUQPHQWௐHGXFDWLRQௐQRWIRU SURILWௐWKDWௐ\RXௐZLOOௐ127ௐEHௐIXOO\ௐVHUYLQJௐWKURXJKௐWKHௐSURSRVHGௐFRQWUDFWௐ([SODLQௐLQௐ GHWDLOௐ)RUௐH[DPSOHௐGRHVௐ\RXUௐFRPSDQ\ௐ KDYHௐRQO\ௐDௐUHJLRQDOௐSUHVHQFHௐRUௐGRௐRWKHUௐ FRRSHUDWLYHௐSXUFKDVLQJௐFRQWUDFWVௐOLPLWௐ\RXUௐDELOLW\ௐWRௐSURPRWHௐDQRWKHUௐFRQWUDFW" :HௐDUHௐKDSS\ௐWRௐVHUYHௐDOOௐ6RXUFHZHOOௐ0HPEHUௐVHFWRUVௐZLWKLQௐWKHௐ8QLWHGௐ6WDWHVௐDQGௐ &DQDGDௐZLWKௐRXUௐFRPSOHWHௐSURGXFWௐDQGௐVHUYLFHௐRIIHULQJௐWKURXJKௐ6RXUFHZHOOௐ &DWHUSLOODU VௐFRRSHUDWLYHௐSXUFKDVLQJௐFRQWUDFWVௐDUHௐQRQH[FOXVLYHௐLHௐQRQHௐRIௐWKHPௐ UHVWULFWௐ&DWHUSLOODUௐIURPௐSURPRWLQJௐDQ\ௐRWKHUௐFRRSHUDWLYHௐSXUFKDVLQJௐFRQWUDFWV 'HILQHௐDQ\ௐVSHFLILFௐFRQWUDFWௐUHTXLUHPHQWVௐRUௐUHVWULFWLRQVௐWKDWௐZRXOGௐDSSO\ௐWRௐRXUௐ SDUWLFLSDWLQJௐHQWLWLHVௐLQௐ+DZDLLௐDQGௐ$ODVNDௐ DQGௐLQௐ86ௐ7HUULWRULHV 7KHUHௐDUHௐQRௐUHVWULFWLRQVௐRUௐOLPLWDWLRQVௐIRUௐVDOHVௐWRௐPHPEHUVௐLQௐ+DZDLLௐ$ODVNDௐRUௐ86ௐ7HUULWRULHV 7DEOH0DUNHWLQJ3ODQ /LQH ,WHP 4XHVWLRQ 5HVSRQVH Bid Number: RFP 092222 Vendor Name: Caterpillar 'HVFULEHௐ\RXUௐPDUNHWLQJௐVWUDWHJ\ௐIRUௐ SURPRWLQJௐWKLVௐFRQWUDFWௐRSSRUWXQLW\ௐௐ 8SORDGௐUHSUHVHQWDWLYHௐVDPSOHVௐRIௐ\RXUௐ PDUNHWLQJௐPDWHULDOVௐLIௐDSSOLFDEOHௐLQௐ WKHௐGRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐ UHVSRQVH &DWHUSLOODUௐLVௐFRPPLWWHGௐWRௐFRRSHUDWLQJௐZLWKௐ6RXUFHZHOOௐWRௐIXOO\ௐDQGௐFRQWLQXDOO\ௐWUDLQௐRXUௐ ௐPDQDJHPHQWௐDQGௐVDOHVௐVWDIIௐZLWKLQௐWKHௐGHDOHUௐQHWZRUNௐWRௐHQVXUHௐPD[LPXPௐ DZDUHQHVVௐDQGௐHPEUDFHPHQWௐRIௐRXUௐ6RXUFHZHOOௐFRQWUDFWௐ7RௐVKRZௐRXUௐFRPPLWPHQWௐZHௐ KDYHௐHQJDJHGௐWRௐGHSOR\ௐWKHௐSURYHQௐDELOLW\ௐRIௐWKHௐ*RYHUQPHQWௐ6ROXWLRQVௐ7HDPௐ//&ௐ*67ௐ RIௐ/HEDQRQௐ7HQQHVVHHௐWRௐWUDLQௐDQGௐIXUWKHUௐVXSSRUWௐRXUௐVDOHVௐPDQDJHPHQWௐDQGௐGHDOHUௐ QHWZRUNௐLQௐWKHௐHYHQWௐRIௐDௐFRQWUDFWௐDZDUGௐLQௐWKLVௐ5)3ௐSURFHVVௐ*67¶VௐH[WHQVLYHௐNQRZOHGJHௐ DQGௐXQGHUVWDQGLQJௐRIௐWKHௐ6RXUFHZHOOௐVWDWXHVௐKLVWRU\ௐDQGௐSURFHVVHVௐZLOOௐEHௐRXUௐFRQWLQXDOௐSULRULW\ௐLQௐWKHௐVXSSRUWௐDQGௐHGXFDWLRQௐRIௐRXUௐGLVWULEXWLRQௐFKDQQHOௐ*67ௐEXLOGVௐ6RXUFHZHOOௐ DZDUHQHVVௐDQGௐHQWKXVLDVPௐZLWKLQௐRXUௐGHDOHUௐQHWZRUNௐ&RQVLVWHQWௐUHPRWHௐDQGௐRQVLWHௐ GHDOHUௐWUDLQLQJௐDWௐUHJLRQDOௐDQGௐQDWLRQDOௐGHDOHUௐPHHWLQJVௐZLOOௐFRQWLQXHௐWRௐOHDGௐWRௐH[HPSODU\ௐ VDOHVௐJURZWKௐRIௐRXUௐSURSRVHGௐ6RXUFHZHOOௐFRQWUDFWௐ*67ௐDOVRௐVWDIIVௐDௐ'HDOHUௐ6XSSRUWௐ6SHFLDOLVWௐZKRௐLVௐGHGLFDWHGௐWRௐDVVLVWLQJௐVDOHVௐUHSVௐZLWKௐWKHLUௐTXHVWLRQVௐDQGௐQHHGVௐ &DWHUSLOODUௐLVௐDOVRௐOLVWHGௐDVௐDௐVWUDWHJLFௐVXSSOLHUௐSDUWQHUௐIRUௐ1DWLRQDOௐ&RRSHUDWLYHௐ 3XUFKDVLQJௐ3DUWQHUVௐ1&33ௐWKHௐSURIHVVLRQDOௐDVVRFLDWLRQௐIRUௐFRRSHUDWLYHௐSURFXUHPHQWௐௐ 'RFXPHQWDWLRQௐDQGௐWUDLQLQJௐUHJDUGLQJௐ6RXUFHZHOOௐSURMHFWVௐDUHௐDYDLODEOHௐRQௐRXUௐLQWHUQDOௐ GHDOHUௐZHEVLWHௐ&DWHUSLOODUௐDOVRௐGRHVௐRQVLWHௐDQGௐYLUWXDOௐWUDLQLQJௐIRUௐGHDOHUVௐWRௐHGXFDWHௐDQGௐ GULYHௐ6RXUFHZHOOௐJURZWKௐ 2XUௐFXUUHQWௐPDUNHWLQJௐVWUDWHJ\ௐZLWKௐ6RXUFHZHOOௐFRQWUDFWௐ&$7ௐSURYHVௐWRௐEHௐHIIHFWLYHௐ ZLWKௐ\HDURYHU\HDUௐVDOHVௐJURZWKௐ6LQFHௐLQFHSWLRQௐRIௐ&DWHUSLOODU¶Vௐ6RXUFHZHOOௐFRQWUDFWVௐ ௐ&DWHUSLOODUௐJHQHUDWRUVௐKDYHௐEHHQௐVROGௐOHYHUDJLQJௐWKHௐ6RXUFHZHOOௐFRQWUDFWௐ6KRXOGௐZHௐ EHௐIRUWXQDWHௐHQRXJKௐWRௐEHௐDZDUGHGௐDௐFRQWUDFWௐIRUௐ(QHUJ\ௐ*HQHUDWLRQௐLQௐUHVSRQVHௐWRௐ5)3ௐௐZHௐZLOOௐSURXGO\ௐDQQRXQFHௐWKHௐDZDUGௐSXEOLFO\ௐWKURXJKௐRXUௐPXOWLSOHௐFXVWRPHUIDFLQJௐ WRXFKSRLQWVௐWRௐLQFOXGHௐௐEXWௐQRWௐOLPLWHGௐWRௐ ௐ3UHVVௐ5HOHDVH ௐ$QQRXQFHPHQWௐLQௐPRQWKO\ௐ(OHFWULFௐ3RZHUௐFXVWRPHUௐHQHZVOHWWHU ௐ)HDWXUHௐRQௐFDWFRPௐFRRSHUDWLYHௐSXUFKDVLQJௐIRFXVHGௐZHESDJHௐௐ KWWSVZZZFDWFRPHQB86DUWLFOHVHOHFWULFSRZHUVRXUFHZHOOFRRSHUDWLYHSXUFKDVLQJKWPOௐௐௐ ௐ$QQRXQFHPHQWௐRQௐ&DWௐ(OHFWULFௐ3RZHUௐVRFLDOௐPHGLDௐFKDQQHOVௐ)%ௐ/LQNHG,Qௐ7ZLWWHUௐௐ ௐ6RXUFHZHOOௐSURPRWLRQௐDWௐLQGXVWU\ௐHYHQWVௐZHௐDWWHQGௐZKHUHௐWKHௐDXGLHQFHௐLQFOXGHVௐQRQSURILWVௐDQGௐJRYHUQPHQWௐZLWKLQௐWKHௐ6/('ௐPDUNHWௐLQFOXGLQJௐVFKRROVௐODQGILOOௐDQGௐZDWHUVHZHUௐ WUHDWPHQWௐDSSOLFDWLRQVௐ([DPSOHVௐRIௐௐHYHQWVௐZKHUHௐ*67ௐUHSUHVHQWDWLYHVௐDWWHQGHGௐLQௐ VXSSRUWௐRIௐ&DWHUSLOODUௐDQGௐ6RXUFHZHOOௐLQFOXGHGௐ$PHULFDQௐ3XEOLFௐ:RUNVௐ$VVRFLDWLRQௐ3:;ௐ :DVWHFRQௐ:DVWH([SRௐ:DWHUௐ(QYLURQPHQWௐ)HGHUDWLRQ Vௐ7HFKQLFDOௐ([KLELWLRQௐDQGௐ&RQIHUHQFHௐ:()7(&ௐ*RYHUQPHQWௐ)OHHWௐ([SRௐ*);ௐ1DWLRQDOௐ,QVWLWXWHௐRIௐ*RYHUQPHQWௐ 3URFXUHPHQWௐ1,*3ௐ&DOLIRUQLDௐ$VVRFLDWLRQௐRIௐ3XEOLFௐ3URFXUHPHQWௐ2IILFLDOVௐ&$332ௐ 1DWLRQDOௐ$VVRFLDWLRQௐRIௐ&RXQW\ௐ(QJLQHHUVௐ1$&(ௐDQGௐ$PHULFDQௐ3XEOLFௐ:RUNVௐ$VVRFLDWLRQௐ $3:$ௐ6QRZௐ&RQIHUHQFHௐ ௐ8SGDWHௐSURPRWLRQDOௐOLWHUDWXUH ௐ'HDOHUௐDZDUHQHVVௐSURPRWLRQDOௐHYHQWV 'HVFULEHௐ\RXUௐXVHௐRIௐWHFKQRORJ\ௐDQGௐ GLJLWDOௐGDWDௐHJௐVRFLDOௐPHGLDௐPHWDGDWDௐXVDJHௐWRௐHQKDQFHௐ PDUNHWLQJௐHIIHFWLYHQHVV &DWHUSLOODUௐDQGௐWKHௐ&DWௐGHDOHUௐQHWZRUNௐDUHௐOHDGHUVௐLQௐXVLQJௐHPHUJLQJௐWHFKQRORJLHVௐWRௐ UHDFKௐRXUௐFXVWRPHUVௐ:HௐPDQDJHௐVHYHUDOௐVRFLDOௐPHGLDௐSODWIRUPVௐDQGௐFDQௐWDUJHWௐJRYHUQPHQWDOௐVHJPHQWVௐ:HௐDOVRௐORRNௐDWௐSDVWௐSXUFKDVHௐKLVWRU\ௐDQGௐILQDQFLQJௐLQIRUPDWLRQௐ WRௐUHFRJQL]HௐLQௐDGYDQFHௐZKHQௐFXVWRPHUVௐPD\ௐEHௐFRQVLGHULQJௐUHSODFLQJௐPDFKLQHVௐWKH\ௐ RZQௐ &DWHUSLOODUௐKDVௐWHDPVௐRIௐSHRSOHௐZKRௐKDQGOHௐOHDGVௐIURPௐ&DWFRPௐWRௐJURZௐDQGௐHQKDQFHௐ RQOLQHௐSUHVHQFHௐ&DWௐ(OHFWULFௐ3RZHUௐKDVௐDQௐRQOLQHௐSRUWDOௐWKDWௐKDVௐDELOLW\ௐIRUௐFXVWRPHUVௐWRௐ VL]HௐDௐXQLWௐDQGௐYLHZௐLQYHQWRU\ௐ2XUௐGHDOHUVௐKDYHௐUHVRXUFHVௐIRUௐOHDGௐJHQHUDWLRQௐIURPௐWKLUGௐ SDUW\ௐGDWDEDVHVௐWRௐXQGHUVWDQGௐZKLFKௐRSSRUWXQLWLHVௐDUHௐFRPLQJௐLQௐWKHௐJRYHUQPHQWDOௐDQGௐQRQ SURILWௐVHFWLRQௐ2XUௐGHDOHUVௐXWLOL]HௐWKHVHௐUHVRXUFHVௐSOXVௐ&DWHUSLOODUௐ,QFௐUHVRXUFHVௐWRௐIRFXVௐDQGௐGULYHௐDQGௐXQGHUVWDQGௐSLSHOLQHௐRIௐRSSRUWXQLW\ௐWKDWௐZHௐFDQௐSURPRWHௐWKHௐ6RXUFHZHOOௐ VROXWLRQௐWKURXJK ,Qௐ\RXUௐYLHZௐZKDWௐLVௐ6RXUFHZHOO¶VௐUROHௐ LQௐSURPRWLQJௐFRQWUDFWVௐDULVLQJௐRXWௐRIௐ WKLVௐ5)3"ௐ+RZௐZLOOௐ\RXௐLQWHJUDWHௐDௐ 6RXUFHZHOODZDUGHGௐFRQWUDFWௐLQWRௐ\RXUௐ VDOHVௐSURFHVV" 6RXUFHZHOOௐLVௐDௐZHOOUHVSHFWHGௐFRQWUDFWLQJௐDJHQF\ௐZLWKLQௐWKHௐSXEOLFௐSURFXUHPHQWௐLQGXVWU\ௐ,Wௐ LVௐLPSRUWDQWௐLQௐWKHௐHYHQWௐRIௐDQௐDZDUGௐWKDWௐRXUௐSURGXFWVௐDQGௐORJRVௐEHௐLQFOXGHGௐLQௐ 6RXUFHZHOOௐPDUNHWLQJௐDQGௐZHEVLWHௐ:HௐEHOLHYHௐWKDWௐWKHௐPRVWௐLPSRUWDQWௐUROHௐWKDWௐ6RXFHZHOOௐ FDQௐSOD\ௐLQௐPDUNHWLQJௐRXUௐFRQWUDFWௐDQGௐSURGXFWVௐLVௐWRௐPDUNHWௐWKHPVHOYHVௐDQGௐSURPRWHௐ FRQWUDFWௐSXUFKDVLQJௐDFURVVௐWKHௐLQGXVWU\ ,QௐWKHௐHYHQWௐRIௐDQௐDZDUGௐ&DWHUSLOODUௐZLOOௐSXWௐKLJKௐSULRULW\ௐLQௐEXLOGLQJௐDZDUHQHVVௐDQGௐ HQWKXVLDVPௐZLWKLQௐRXUௐGHDOHUௐQHWZRUNௐDQGௐFXVWRPHUௐEDVHௐWRௐOHYHUDJHௐWKHௐ6RXUFHZHOOௐFRQWUDFWௐDVௐRXUௐJRௐWRௐPDUNHWௐVWUDWHJ\ Bid Number: RFP 092222 Vendor Name: Caterpillar $UHௐ\RXUௐSURGXFWVௐRUௐVHUYLFHVௐ DYDLODEOHௐWKURXJKௐDQௐHSURFXUHPHQWௐ RUGHULQJௐSURFHVV"ௐ,IௐVRௐGHVFULEHௐ\RXUௐ HSURFXUHPHQWௐV\VWHPௐDQGௐKRZௐ JRYHUQPHQWDOௐDQGௐHGXFDWLRQDOௐ FXVWRPHUVௐKDYHௐXVHGௐLW :HௐGRௐRIIHUௐDௐHSURFXUHPHQWௐRUGHULQJௐSURFHVVௐIRUௐSDUWVௐYLDௐSDUWVFDWFRPௐ:HௐFDQௐDOVRௐ LQWHJUDWHௐLQWRௐDௐYDULHW\ௐRIௐSURFXUHPHQWௐV\VWHPVௐIRUௐKLJKௐYROXPHௐFXVWRPHUVௐ :HௐHQDEOHௐFXVWRPHUVௐWRௐVL]HௐDQGௐFRQILJXUHௐRXUௐOHVVௐFRPSOH[ௐSURGXFWVௐYLHZௐDYDLODEOHௐ LQYHQWRU\ௐDQGௐHQJDJHௐGHDOHUVௐRQOLQHௐDWௐSRZHUFDWFRPௐ2XUௐODUJHUௐSURGXFWVௐDUHௐFRPSOH[ௐ DQGௐRIWHQௐFXVWRPFRQILJXUHGௐ$ௐFRQVXOWDWLYHௐVDOHVSHUVRQௐLVௐLQWHJUDOௐWRௐHQVXULQJௐWKDWௐ JHQHUDWRUௐVHWVௐDUHௐFRQILJXUHGௐDQGௐEXLOWௐWRௐSHUIRUPௐZHOOௐLQௐWKHLUௐH[SHFWHGௐGXWLHVௐ)RUௐWKLVௐUHDVRQௐZHௐRQO\ௐLQFOXGHௐRXUௐOHVVௐFRPSOH[ௐSURGXFWVௐRQOLQHௐ:HௐHQFRXUDJHௐRXUௐLQGHSHQGHQWௐ GHDOHUVௐWRௐRIIHUௐRSWLRQVௐEH\RQGௐWKRVHௐIURPௐ&DWHUSLOODUௐ6RXUFHZHOOௐPHPEHUVௐDUHௐIUHHௐWRௐ XVHௐWKRVHௐRSWLRQV 7DEOH9DOXH$GGHG$WWULEXWHV /LQH ,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐDQ\ௐSURGXFWௐHTXLSPHQWௐ PDLQWHQDQFHௐRUௐRSHUDWRUௐWUDLQLQJௐ SURJUDPVௐWKDWௐ\RXௐRIIHUௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐ,QFOXGHௐGHWDLOVௐVXFKௐDVௐZKHWKHUௐ WUDLQLQJௐLVௐVWDQGDUGௐRUௐRSWLRQDOௐ ZKRௐSURYLGHVௐWUDLQLQJௐDQGௐDQ\ௐ FRVWVௐWKDWௐDSSO\ $OOௐGHDOHUVௐRIIHUௐEDVLFௐRSHUDWLRQௐVDIHW\ௐDQGௐPDLQWHQDQFHௐWUDLQLQJௐZLWKௐHYHU\ௐVDOHௐ$OOௐ &DWHUSLOODUௐRSHUDWLRQௐDQGௐPDLQWHQDQFHௐPDQXDOVௐSURYLGHGௐZLWKௐRXUௐHTXLSPHQWௐKDYHௐ LQVWUXFWLRQVௐIRUௐVDIHௐRSHUDWLRQௐRIௐRXUௐHTXLSPHQWௐ6KRXOGௐDௐFXVWRPHUௐGHVLUHௐPRUHௐDGYDQFHGௐ WUDLQLQJௐVXFKௐDVௐSURGXFWLYLW\ௐLPSURYHPHQWௐRUௐDGYDQFHGௐUHSDLUVௐHDFKௐRIௐRXUௐGHDOHUVௐFDQௐVXSSO\ௐWKDWௐWUDLQLQJௐ2IWHQௐWKHUHௐLVௐDௐFRVWௐDVVRFLDWHGௐZLWKௐWKDWௐVSHFLILFௐWUDLQLQJௐDQGௐLIௐZRXOGௐ EHௐQHJRWLDWHGௐEHWZHHQௐWKHௐGHDOHUௐDQGௐWKHௐFXVWRPHUௐ ௐ &DWHUSLOODUௐDOVRௐRIIHUVௐWUDLQLQJௐSURJUDPVௐGLUHFWO\ௐWRௐFXVWRPHUVௐLQௐWKUHHௐDUHDVௐௐRSHUDWLRQௐ VDIHW\ௐDQGௐVHUYLFHௐ0HPEHUVௐPD\ௐDFFHVVௐFRXUVHVௐRQOLQHௐYLDௐ&' VௐRUௐWKURXJKௐLQVWUXFWRUOHGௐ FODVVHVௐOHDGLQJௐWRௐRSHUDWRUௐFHUWLILFDWLRQVௐ7KHௐIHHVௐIRUௐWKHVHௐVHUYLFHVௐYDU\ௐGHSHQGLQJௐRQௐWKHௐ GHSWKௐRIௐWUDLQLQJௐGHVLUHGௐௐ7KHVHௐKLJKOHYHOௐLQVWUXFWOHGௐFRXUVHVௐFDQௐEHௐFRQGXFWHGௐDWௐௐ RQHௐRIௐRXUௐGHGLFDWHGௐWUDLQLQJௐIDFLOLWLHVௐLQௐWKHௐ86ௐRUௐRQௐDௐFXVWRPHU VௐORFDOௐVLWHௐXVLQJௐWKHLUௐ RZQௐHTXLSPHQW Bid Number: RFP 092222 Vendor Name: Caterpillar 'HVFULEHௐDQ\ௐWHFKQRORJLFDOௐ DGYDQFHVௐWKDWௐ\RXUௐSURSRVHGௐ SURGXFWVௐRUௐVHUYLFHVௐRIIHU 7HFKQRORJ\ௐLVௐDௐNH\ௐSURGXFWௐGLIIHUHQWLDWRUௐIRUௐ&DWHUSLOODUௐௐ7RௐGHVFULEHௐHDFKௐRIௐWKHPௐLQௐGHWDLOௐ ZRXOGௐH[SDQGௐWKHௐOHQJWKௐRIௐWKLVௐUHVSRQVHௐEH\RQGௐDௐUHDVRQDEOHௐOHYHOௐௐ)RUௐEUHYLW\ௐNH\ௐௐ WHFKQRORJLHVௐVSHFLILFௐWRௐSURGXFWVௐLQௐWKLVௐ5)3ௐDUHௐOLVWHGௐEHORZௐௐ0RUHௐGHWDLOVௐDUHௐDYDLODEOHௐ RQௐRXUௐSURGXFWௐSDJHVௐRQௐZZZFDWFRPௐ ௐௐௐௐ&DWௐ5HPRWHௐ$VVHWௐ0RQLWRULQJௐDQGௐWHOHPDWLFVௐDUHௐDYDLODEOHௐRQௐHYHU\ௐJHQHUDWRUௐ *HQHUDWRUVௐVPDOOHUௐWKDQௐ&ௐFRPHௐHTXLSSHGௐZLWKௐ3URGXFWௐ/LQNௐGHYLFHVௐZKLFKௐDOORZௐHDVHௐRIௐVHWXSௐIRUௐPRQLWRULQJௐ7KLVௐDOORZVௐFXVWRPHUVௐDQGௐGHDOHUVௐWRௐPRQLWRUௐJHQHUDWRUௐKHDOWKௐDQGௐ RSHUDWLRQௐZLWKௐWKHௐLQWHQWௐRIௐHDUO\ௐLVVXHௐGHWHFWLRQௐ7KURXJKௐRXUௐSURSULHWDU\ௐIOHHWௐPRQLWRULQJௐ VRIWZDUHௐZHௐDUHௐOHDGHUVௐLQௐXVLQJௐWHFKQRORJ\ௐWRௐSUHYHQWௐXQH[SHFWHGௐGRZQWLPHௐ ௐௐௐௐௐௐ&DWHUSLOODUௐKDVௐLQYHVWHGௐLQௐFRQWUROOHUௐWHFKQRORJ\ௐIRUௐJHQHUDWRUVௐRIIHULQJௐRXUௐ(0&3ௐ ௐFRQWUROௐSDQHOௐIRUௐPRVWௐJHQHUDWRUௐRIIHULQJVௐ7KLVௐFRQWUROOHUௐKDVௐDQௐHDV\WRXVHௐLQWHUIDFHௐ DQGௐDOORZVௐIRUௐSDUDOOHOLQJௐRIௐPXOWLSOHௐXQLWVௐFUHDWLQJௐUHGXQGDQFLHVௐௐDQGௐDOORZLQJௐFXVWRPHUVௐ HYHQௐPRUHௐSURWHFWLRQௐDJDLQVWௐRXWDJHVௐ ௐௐௐௐ&DWHUSLOODUௐHTXLSVௐHYHU\ௐ7LHUௐௐ,QWHULP6WDJHௐ,,,%ௐHQJLQHௐZLWKௐ$&(57ௐWHFKQRORJ\ௐZLWKௐ DQௐLGHDOௐFRPELQDWLRQௐRIௐHOHFWURQLFௐIXHOௐDLUௐDQGௐDIWHUWUHDWPHQWௐFRPSRQHQWVௐEDVHGௐRQௐHQJLQHௐ VL]HௐWKHௐW\SHௐRIௐDSSOLFDWLRQௐDQGௐWKHௐJHRJUDSKLFௐORFDWLRQௐLQௐZKLFKௐLWௐZLOOௐZRUNௐ$SSO\LQJௐWHFKQRORJLHVௐV\VWHPDWLFDOO\ௐDQGௐVWUDWHJLFDOO\ௐRSWLPL]HVௐWKHPௐWRௐPHHWௐRXUௐFXVWRPHUV¶ௐKLJKௐ H[SHFWDWLRQVௐIRUௐSURGXFWLYLW\ௐIXHOௐHIILFLHQF\ௐUHOLDELOLW\ௐDQGௐVHUYLFHௐOLIHௐ7KHௐULJKWௐWHFKQRORJ\ௐ ILQHWXQHGௐIRUௐWKHௐULJKWௐDSSOLFDWLRQௐUHVXOWVௐLQௐLPSURYHGௐIXHOௐHIILFLHQF\ௐERRVWHGௐSRZHUௐDQGௐ SHUIRUPDQFHௐDFURVVௐDSSOLFDWLRQVௐQRௐDGGLWLRQDOௐVSDFHௐUHTXLUHPHQWVௐDQGௐUHGXFHGௐHPLVVLRQVௐ ZLWKௐXSௐWRௐௐSHUFHQWௐUHGXFWLRQௐLQௐSDUWLFXODWHௐPDWWHUௐSPௐDQGௐௐSHUFHQWௐUHGXFWLRQௐLQௐ R[LGHVௐRIௐQLWURJHQௐ12[ ௐௐௐௐ$VௐWKHௐJOREDOௐFOLPDWHௐFKDQJHVௐPRUHௐFRPSDQLHVௐDUHௐWXUQLQJௐWRௐVXVWDLQDEOHௐVROXWLRQVௐ WRௐKHOSௐORZHUௐWKHLUௐFDUERQௐIRRWSULQWௐ5HQHZDEOHௐK\GURJHQௐDQGௐK\GURJHQௐEOHQGVௐDUHௐDPRQJௐVHYHUDOௐDOWHUQDWLYHௐIXHOVௐFXVWRPHUVௐDUHௐFRQVLGHULQJௐDFKLHYLQJௐWKHLUௐVXVWDLQDELOLW\ௐJRDOVௐ /HYHUDJLQJௐௐ\HDUVௐRIௐH[SHUWLVHௐLQௐK\GURJHQௐWHFKQRORJLHVௐDFURVVௐPXOWLSOHௐHQGௐPDUNHWVௐ &DWHUSLOODUௐFRQWLQXHVௐWRௐLPSURYHௐWKHௐSHUIRUPDQFHௐRIௐK\GURJHQIXHOHGௐSRZHUௐWHFKQRORJLHVௐZLWKௐ PLQLPDOௐLPSDFWVௐRQௐPDLQWHQDQFHௐFRVWVௐDQGௐVFKHGXOHVௐDYDLODELOLW\ௐDQGௐRSHUDWLRQV ௐௐௐௐ&DWHUSLOODUௐRIIHUVௐDௐIXOOௐUDQJHௐRIௐ&DWௐ0LFURJULGௐSURMHFWVௐIURPௐN:ௐWRௐ0:ௐ WKURXJKௐRXUௐJOREDOௐGHDOHUௐQHWZRUNௐ7KHௐSURMHFWVௐZRXOGௐLQFOXGHௐDQௐLQWHJUDWHGௐRUௐVWDQGDORQHௐVROXWLRQௐXVLQJௐVRODUௐHQHUJ\ௐVWRUDJHௐDQGRUௐGLHVHOJDVௐJHQHUDWRUௐVHWVௐ:HௐFDQௐDOVRௐRIIHUௐ PRQLWRULQJௐVHUYLFHVௐIRUௐRXUௐSURMHFWVௐ7KHௐVROXWLRQVௐDUHௐDOOௐPRGXOHௐDQGௐVFDODEOHௐ2XUௐ&$7ௐ GHDOHUVௐFDQௐRIIHUௐSURGXFWௐXSJUDGHVௐILQDQFLQJௐVHUYLFHVௐZDUUDQWLHVௐVHUYLFHௐDJUHHPHQWVௐDQGௐ SDUWVௐDYDLODELOLW\ௐ:HௐZLOOௐFXVWRPL]HௐRXUௐPLFURJULGௐWHFKQRORJLHVௐWRௐPHHWௐ\RXUௐEXVLQHVVௐDQGௐLQGXVWU\ௐQHHGV ௐௐௐௐ,Qௐௐ&DWHUSLOODUௐDFTXLUHGௐ7DQJHQWௐ(QHUJ\ௐ6ROXWLRQVௐDQௐ(QHUJ\DVDVHUYLFHௐ FRPSDQ\ௐ7DQJHQWௐSURYLGHVௐFXVWRPHUVௐZLWKௐWXUQNH\ௐVROXWLRQVௐIRUௐUHGXFLQJௐHQHUJ\ௐFRVWVௐLQFUHDVLQJௐHQHUJ\ௐHIILFLHQF\ௐUHGXFLQJௐHPLVVLRQVௐPRQHWL]LQJௐHOHFWULFௐJULGௐVXSSRUWௐDQGௐ SURYLGLQJௐUHVLOLHQF\ௐIRUௐFXVWRPHUௐRSHUDWLRQVௐ7DQJHQWௐ(QHUJ\¶VௐSURSULHWDU\ௐVRIWZDUHௐVROXWLRQVௐ PRQLWRUௐSDWWHUQVௐIURPௐJULGௐDQGௐFOLHQWௐIDFLOLWLHVௐDQDO\]HௐRSSRUWXQLWLHVௐLQௐHQHUJ\ௐPDUNHWVௐDQGௐ WKHQௐGLVSDWFKௐUHVRXUFHVௐWRௐPD[LPL]HௐUHWXUQௐZLWKRXWௐGLVUXSWLQJௐQRUPDOௐEXVLQHVVௐRSHUDWLRQV 'HVFULEHௐDQ\ௐ³JUHHQ´ௐLQLWLDWLYHVௐ WKDWௐUHODWHௐWRௐ\RXUௐFRPSDQ\ௐRUௐWRௐ\RXUௐSURGXFWVௐRUௐVHUYLFHVௐDQGௐ LQFOXGHௐDௐOLVWௐRIௐWKHௐFHUWLI\LQJௐ DJHQF\ௐIRUௐHDFK $Wௐ&DWHUSLOODUௐVXVWDLQDELOLW\ௐLVௐDQௐLPSRUWDQWௐFRPPLWPHQWௐWRௐEXLOGLQJௐDௐEHWWHUௐZRUOGௐ 6XVWDLQDELOLW\ௐLVௐSDUWௐRIௐZKRௐZHௐDUHௐDQGௐZKDWௐZHௐGRௐHYHU\ௐGD\ௐௐLWௐLVௐRQHௐRIௐ&DWHUSLOODU VௐௐFRUHௐYDOXHVௐௐ:HௐUHFRJQL]HௐSURJUHVVௐLQYROYHVௐDௐEDODQFHௐRIௐHQYLURQPHQWDOௐVWHZDUGVKLSௐ VRFLDOௐUHVSRQVLELOLW\ௐDQGௐHFRQRPLFௐJURZWKௐ ௐ :HௐFRQVLGHUௐWKLVௐDVௐZHௐZRUNௐWRZDUGௐDௐYLVLRQௐRIௐDௐZRUOGௐLQௐZKLFKௐSHRSOH VௐEDVLFௐQHHGVௐௐ VXFKௐDVௐVKHOWHUௐFOHDQௐZDWHUௐHGXFDWLRQௐDQGௐUHOLDEOHௐHQHUJ\ௐௐDUHௐIXOILOOHGௐ:HௐSURYLGHௐZRUNௐௐ HQYLURQPHQWVௐSURGXFWVௐVHUYLFHVௐDQGௐVROXWLRQVௐWKDWௐPDNHௐSURGXFWLYHௐDQGௐHIILFLHQWௐXVHௐRIௐ UHVRXUFHVௐDVௐZHௐVWULYHௐWRௐDFKLHYHௐRXUௐYLVLRQௐ:HௐEHOLHYHௐWKLVௐFRPPLWPHQWௐVXSSRUWVௐWKHௐௐ HQGXULQJௐWKHௐVXFFHVVௐRIௐRXUௐFXVWRPHUVௐVWRFNKROGHUVௐGHDOHUVௐDQGௐRXUௐSHRSOHௐ&DWHUSLOODUௐLVௐ DௐSURXGௐ\HDUௐPHPEHUௐRIௐWKHௐ'RZௐ-RQHVௐ6XVWDLQDELOLW\ௐ,QGLFHVௐLQFOXGLQJௐERWKௐWKHௐ:RUOGௐDQGௐ1RUWKௐ$PHULFDௐ,QGLFHVௐ7KHௐDQQXDOVௐ'-6,ௐSURFHVVௐIROORZVௐDௐEHVWLQFODVVௐDSSURDFKௐ HYDOXDWLQJௐQXPHURXVௐFRUSRUDWHௐHFRQRPLFௐHQYLURQPHQWDOௐDQGௐVRFLDOௐSHUIRUPDQFHௐIDFWRUVௐ)RUௐ PRUHௐRQௐVXVWDLQDELOLW\ௐDWௐ&DWHUSLOODUௐSOHDVHௐYLVLWௐRXUௐௐ6XVWDLQDELOLW\ௐ5HSRUWௐIRXQGௐDWௐ &DWHUSLOODUௐ_ௐௐ6XVWDLQDELOLW\ௐ5HSRUW &DWHUSLOODUௐKDVௐUHFHQWO\ௐDFTXLUHGௐ7DQJHQWௐ(QHUJ\ௐ6ROXWLRQVௐ7DQJHQWௐLVௐDQௐHQHUJ\DVDVHUYLFHௐ FRPSDQ\ௐWKDWௐSURYLGHVௐH[SHUWLVHௐWRௐFXVWRPHUVௐLQௐVWUXFWXULQJௐDQGௐGHYHORSLQJௐSURMHFWVௐWKDWௐ PRQHWL]HௐWKHLUௐSRZHUௐJHQHUDWLRQௐDVVHWVௐ7KLVௐFDSDELOLW\ௐLQFUHDVHVௐDௐFXVWRPHU¶VௐILQDQFLDOௐUDWLRQDOHௐIRUௐQHZௐLQVWDOODWLRQVௐDQGௐDWௐWKHௐVDPHௐWLPHௐLQFUHDVHVௐSRZHUௐUHOLDELOLW\ௐDQGௐ VXSSRUWVௐWKHLUௐ(6*ௐ(QYLURQPHQWDOௐ6RFLDOௐDQGௐ*RYHUQDQFHௐLQLWLDWLYHVௐ7KLVௐLQYHVWPHQWௐ LQFUHDVHVௐRXUௐDELOLW\ௐWRௐSDUWLFLSDWHௐLQௐWKHௐJURZLQJௐXWLOLW\ௐVHFWRUௐDQGௐVHOOௐPRUHௐHOHFWULFௐSRZHUௐ SURGXFWVௐ(OHFWULILFDWLRQௐDQGௐ'HFDUERQL]DWLRQௐDUHௐPDMRUௐJURZLQJௐWUHQGVௐLQௐRXUௐHQHUJ\ௐVSDFHௐ7DQJHQWௐFDQௐKHOSௐZLWKௐWKHௐUHOLDELOLW\ௐRIௐSRZHUௐWKDWௐFXVWRPHUVௐDUHௐORRNLQJௐIRUௐZKLOHௐVLPSOLI\LQJௐ WKHௐSRZHUௐV\VWHPVௐDVௐZHௐPRYHௐIRUZDUGௐWKURXJKௐWKLVௐ(QHUJ\ௐ7UDQVLWLRQ Bid Number: RFP 092222 Vendor Name: Caterpillar ,GHQWLI\ௐDQ\ௐWKLUGSDUW\ௐLVVXHGௐHFR ODEHOVௐUDWLQJVௐRUௐFHUWLILFDWLRQVௐWKDWௐ \RXUௐFRPSDQ\ௐKDVௐUHFHLYHGௐIRUௐ WKHௐHTXLSPHQWௐRUௐSURGXFWVௐ LQFOXGHGௐLQௐ\RXUௐ3URSRVDOௐUHODWHGௐ WRௐHQHUJ\ௐHIILFLHQF\ௐRUௐ FRQVHUYDWLRQௐOLIHF\FOHௐGHVLJQௐFUDGOHWRFUDGOHௐRUௐRWKHUௐ JUHHQVXVWDLQDELOLW\ௐIDFWRUV 3ODQWVௐFHUWLILHGௐZLWKௐ,'2ௐௐ(QYLURQPHQWDOௐ0DQDJHPHQWௐ6\VWHPௐLQFOXGHௐ ௐௐ$QFKRUௐ&RXSOLQJௐௐ*ROGVERURௐ1&ௐ,62ௐௐ6HSWௐௐ ௐௐ$QFKRUௐ&RXSOLQJௐௐ0HQRPLQHHௐௐ,62ௐௐௐௐ-DQௐௐௐ ௐௐ0DSOHWRQௐௐௐVHOIFHUWLILFDWLRQௐLVVXHGௐ-DQௐௐ ௐௐ5HPDQௐ6HUYLFHVௐௐ&RULQWKௐ06ௐௐ,62ௐௐ6HSWௐௐ ௐ5HPDQௐ6HUYLFHVௐௐ)UDQNOLQௐௐ,62ௐ0D\ௐௐ &HUWLILFDWLRQVௐVSHFLILFௐWRௐ(3ௐSURGXFWௐPDQXIDFWXULQJௐ ௐௐௐௐ/DID\HWWHௐ,1ௐ±ௐ,62ௐௐௐ1RYௐ ௐௐௐௐ*ULIILQௐ*$ௐ±ௐ,62ௐௐ±ௐ)HEௐ ௐௐௐௐ6HJXLQௐ7;ௐ,62ௐ 'HVFULEHௐDQ\ௐ:RPHQௐRUௐ0LQRULW\ௐ %XVLQHVVௐ(QWLW\ௐ:0%(ௐ6PDOOௐ %XVLQHVVௐ(QWLW\ௐ6%(ௐRUௐYHWHUDQௐ RZQHGௐEXVLQHVVௐFHUWLILFDWLRQVௐWKDWௐ \RXUௐFRPSDQ\ௐRUௐKXEௐSDUWQHUVௐ KDYHௐREWDLQHGௐ8SORDGௐGRFXPHQWDWLRQௐRIௐFHUWLILFDWLRQௐDVௐ DSSOLFDEOHௐLQௐWKHௐGRFXPHQWௐ XSORDGௐVHFWLRQௐRIௐ\RXUௐUHVSRQVH 7ZRௐ&$7ௐGHDOHUVௐLQௐ1$ௐDUHௐRZQHGௐE\ௐZRPHQௐ)ROH\ௐ(TXLSPHQWௐZLWKௐWHUULWRU\ௐSULPDULO\ௐLQௐ .DQVDVௐDQGௐ0LVVRXULௐDQGௐ&DVKPDQௐ(TXLSPHQWௐEDVHGௐLQௐ1HYDGDௐ,QௐDGGLWLRQௐWRௐWKHVHௐWZRௐ RZQHUVௐWKHUHௐDUHௐௐRWKHUௐZRPHQௐLQௐRXUௐ1$ௐGHDOHUௐQHWZRUNௐZKRௐKROGௐWKHௐWLWOHVௐRIௐ 3UHVLGHQWௐ9LFHௐ3UHVLGHQWௐRUௐ'LUHFWRUௐ ௐ 2QHௐRIௐWKHௐPRUHௐUHFRJQL]HGௐLQLWLDWLYHVௐZLWKLQௐ&DWHUSLOODU Vௐ*OREDOௐ6XSSO\ௐ1HWZRUNௐ'LYLVLRQௐLVௐWKHௐ&DWHUSLOODUௐ,QFௐ3URSULHWDU\ௐ,QIRUPDWLRQௐ6XSSOLHUௐ'LYHUVLW\ௐ3URJUDPௐZKLFKௐVSXUVௐHFRQRPLFௐ JURZWKௐE\ௐLQFUHDVLQJௐEXVLQHVVௐRSSRUWXQLWLHVௐWRௐPLQRULW\RZQHGௐZRPHQRZQHGௐYHWHUDQௐDQGௐ VHUYLFHௐGLVDEOHGௐYHWHUDQRZQHGௐVPDOOௐGLVDGYDQWDJHGௐEXVLQHVVHVௐDQGௐWKRVHௐFHUWLILHGௐLQௐ +8%=RQHVௐDOOௐZKLOHௐHQVXULQJௐH[SHFWDWLRQVௐDUHௐPHWௐZLWKௐUHJDUGVௐWRௐTXDOLW\ௐYHORFLW\ௐFDSDFLW\ௐDQGௐFRVWௐ&XUUHQWO\ௐPRUHௐWKDQௐௐRIௐRXUௐGLUHFWௐDQGௐLQGLUHFWௐSXUFKDVLQJௐLVௐFRQGXFWHGௐZLWKௐ VXSSOLHUVௐLQௐWKHVHௐFDWHJRULHVௐ ௐ &DWHUSLOODUௐLVௐDௐSURXGௐPHPEHUௐRIௐWKHௐ1DWLRQDOௐ0LQRULW\ௐ6XSSOLHUௐ'HYHORSPHQWௐ&RXQFLOௐ106'&ௐ:HௐDOVRௐXVHௐWKHௐ6\VWHPௐIRUௐ$ZDUHௐ0DQDJHPHQWௐ6$0ௐ6%$ௐDQGௐ106'&ௐ GDWDEDVHVௐWRௐORFDWHௐ6'%ௐ926%ௐ6'926%ௐDQGௐ+8%=RQHௐVXSSOLHUVௐ ௐ 6XSSOLHUௐ'LYHUVLW\ௐLVௐGLVFXVVHGௐZLWKௐ*OREDOௐ6XSSO\ௐ1HWZRUNௐ'LYLVLRQௐOHDGHUVKLSௐGXULQJௐWKHௐ0RQWKO\ௐ2SHUDWLQJௐ5HVXOWVௐ5HYLHZௐPHHWLQJVௐ7KLVௐLQௐWXUQௐIRUFHVௐDFFRXQWDELOLW\ௐIRUௐGLYHUVௐ VXSSOLHUௐLQFOXVLRQௐE\ௐPHDVXULQJௐGULYHUVௐVXFKௐDVௐWKHௐQXPEHUௐRIௐVRXUFLQJௐSURMHFWVௐZKLFKௐ LQFOXGHௐ'LYHUVௐ6XSSOLHUVௐDQGௐWKHௐYDOXHVௐRIௐWKHௐSURMHFWVௐLQௐZKLFKௐWKH\ௐSDUWLFLSDWHௐ7KHௐJRDOௐ LVௐWRௐFUHDWHௐJUHDWHUௐWUDQVSDUHQF\ௐWRௐGHWHUPLQHௐZKLFKௐWHDPVௐDUHௐFUHDWLQJௐLQFOXVLYHௐ HQYLURQPHQWVௐDQGௐZKLFKௐDUHௐQRWௐ $ௐIXOOௐUHSRUWௐRQௐ&DWHUSLOODUௐ'LYHUVLW\ௐDQGௐ,QFOXVLRQௐFDQௐEHௐIRXQGௐDWௐ&DWHUSLOODUௐ_ௐ&DWHUSLOODUௐ ௐ'LYHUVLW\ௐ ௐ,QFOXVLRQௐ5HSRUWௐ+LJKOLJKWVௐ3URJUHVVௐZLWKௐ*URZWKௐLQௐ'LYHUVHௐ3RSXODWLRQV Bid Number: RFP 092222 Vendor Name: Caterpillar :KDWௐXQLTXHௐDWWULEXWHVௐGRHVௐ\RXUௐ FRPSDQ\ௐ\RXUௐSURGXFWVௐRUௐ\RXUௐ VHUYLFHVௐRIIHUௐWRௐ6RXUFHZHOOௐ SDUWLFLSDWLQJௐHQWLWLHV"ௐ:KDWௐPDNHVௐ \RXUௐSURSRVHGௐVROXWLRQVௐXQLTXHௐLQௐ \RXUௐLQGXVWU\ௐDVௐLWௐDSSOLHVௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHV" %(67ௐ29(5$//ௐ9$/8(ௐௐ/2:(67ௐ/,)(ௐ&<&/(ௐ&267ௐ &$7ௐSURGXFWVௐGHOLYHUௐWKHௐEHVWௐYDOXHௐIRUௐWKHௐPRQH\ௐ:HௐDUHௐKDSS\ௐWRௐGHPRQVWUDWHௐWRௐ FXVWRPHUVௐWKDWௐRXUௐJHQHUDWRUVௐRIIHUௐWKHௐORZHVWௐRYHUDOOௐRZQLQJௐDQGௐRSHUDWLQJௐFRVWVௐZKHQௐ IDFWRUVௐVXFKௐDVௐIXHOௐHIILFLHQF\ௐUHSDLUௐIUHTXHQF\ௐSURGXFWLYLW\ௐDQGௐUHVDOHௐYDOXHௐDUHௐIDFWRUHGௐ LQௐ:HௐEHOLHYHௐWKDWௐJRYHUQPHQWௐDJHQFLHVௐDUHௐWDVNHGௐWRௐEHௐWKHௐEHVWௐVWHZDUGVௐRIௐWD[SD\HUௐ IXQGVௐDQGௐRXUௐSURGXFWVௐFDQௐSURYHௐWKDWௐWKH\ௐDUHௐWKHௐEHVWௐVROXWLRQௐ6RXUFHZHOOௐPHPEHUVௐDUHௐ LQௐWKHௐEHVWௐSRVLWLRQௐWRௐDOORZௐWKHVHௐGLVFXVVLRQVௐWRௐWDNHௐSODFHௐLQௐFRQWUDVWௐWRௐDௐORFDOௐELGௐVLWXDWLRQௐZKHUHௐWKHௐIRFXVௐLVௐRIWHQௐRQO\ௐRQௐLQLWLDOௐSULFHௐ (;7(1'('ௐ6(59,&(ௐ&29(5$*( 7RௐVKRZௐWKHௐYDOXHௐWKDWௐZHௐSODFHௐRQௐWKLVௐSURSRVHGௐFRQWUDFWௐZHௐZLOOௐFRQWLQXHௐWRௐRIIHUௐDௐFRPSOLPHQWDU\ௐ*ROGௐDQGௐ3ODWLQXPௐ([WHQGHGௐ6HUYLFHௐ&RYHUDJHௐRQௐPRVWௐPRGHOVௐZKHQௐ SXUFKDVHGௐWKURXJKௐWKHௐ6RXUFHZHOOௐFRQWUDFWௐ'HWDLOVௐRQௐWKHVHௐRIIHULQJVௐFDQௐEHௐIRXQGௐLQௐIO\HUVௐ LQFOXGHGௐLQௐ$WWDFKPHQWVௐ &$7ௐ6$)(7<ௐ6(59,&(6ௐௐ6$)(7<ௐ)($785(6ௐ ,QௐDGGLWLRQௐWRௐWKHௐWDQJLEOHௐPHDVXUDEOHௐDVSHFWVௐRIௐWKHௐOLIHௐF\FOHௐFRVWௐHTXDWLRQௐZHௐDOVRௐEULQJௐ RXUௐIRFXVௐRQௐVDIHW\ௐWRௐHYHU\ௐSURGXFWௐWKDWௐZHௐPDQXIDFWXUHௐ4XDQWLI\LQJௐDௐKXPDQௐOLIHௐRUௐௐ GHELOLWDWLQJௐLQMXU\ௐLVௐLPSRVVLEOHௐEXWௐHDFKௐJHQHUDWRUௐKDVௐLQGXVWU\OHDGLQJௐIHDWXUHVௐWKDWௐVWULYHௐWRௐPLQLPL]HௐWKHௐSRVVLELOLW\ௐIRUௐDFFLGHQWVௐ6RPHௐH[DPSOHVௐLQFOXGH ௐௐௐௐ8/ௐ&HUWLILHGௐ±ௐDOOௐXQLWVௐLQFOXGHௐJXDUGVௐRYHUௐURWDWLQJௐFRPSDUWPHQWVௐVDIHW\ௐ VKXWGRZQVௐDQGௐDODUPVௐDQGௐJURXQGHGௐZLULQJௐLQVWDOODWLRQVௐDPRQJௐPDQ\ௐRWKHUௐVDIHW\ௐIHDWXUHV ௐௐௐௐ(PHUJHQF\ௐ6WRSௐ%XWWRQௐ ௐௐௐௐ(QFORVXUHVௐDUHௐORFNDEOHௐWRௐDOORZௐKXPDQௐFRQWDFWௐWRௐEHௐDYRLGHG ௐௐௐௐ;4ௐ3URGXFWௐKDVௐVHSDUDWHGௐFRQWUROௐSDQHOௐWRௐDOORZௐDௐPHPEHUௐWRௐQRWௐKDYHௐWRௐJRௐLQௐ HQFORVXUHௐWRௐPDNHௐJHQHUDWRUௐDGMXVWPHQWVௐ ௐௐௐௐ;4ௐDOVRௐKDVௐFRYHUௐRYHUௐFXVWRPHUௐFRQQHFWLRQVௐDQGௐFLUFXLWௐEUHDNHUௐWULSVௐZKHQௐRSHQHGௐ ௐௐௐௐ1)3$ௐௐ±ௐ/HYHOௐௐ/LIHௐ6DIHW\ௐVDYHVௐOLYHVௐRIௐSHRSOHௐZKRௐDUHௐLQௐKRVSLWDOVௐQXUVLQJௐKRPHVௐHWFௐE\ௐUHTXLULQJௐVWDUWXSௐLQௐ;ௐVHFRQGVௐ ௐௐௐௐ,%&ௐ±ௐFHUWLILHGௐDJDLQVWௐHDUWKTXDNHVௐ $OOௐFHUWLILFDWLRQVௐRQௐRXUௐSURGXFWVௐDUHௐOLVWHGௐKHUHௐ$6ௐ&6$ௐ&ௐ1Rௐ8/ௐ8/ௐ8/ௐ8/ௐ1)3$ௐ1)3$ௐ1)3$ௐ1)3$ௐ,%&ௐ,(&ௐ,62ௐ ,62ௐ1(0$ௐ0*ௐ1(0$ௐ0*ௐ(&ௐ(&ௐ(& &DWHUSLOODUௐ6DIHW\ௐ6HUYLFHVௐRIIHUVௐFXOWXUHௐMREVLWHௐDQGௐOHDGHUVKLSௐDVVHVVPHQWVௐVDIHW\ௐDQGௐOHDGHUVKLSௐWUDLQLQJௐZRUNVKRSVௐDQGௐDௐFRPSUHKHQVLYHௐFRQWLQXRXVௐLPSURYHPHQWௐSURFHVVௐ WKURXJKௐFRQVXOWDWLYHௐVHUYLFHVௐ6HUYLFHVௐDUHௐIDFLOLWDWHGௐE\ௐ6DIHW\ௐ6HUYLFHVௐFRQVXOWDQWVௐDQGௐ WUDLQLQJௐSURGXFWVௐFDQௐEHௐSXUFKDVHGௐIRUௐVHOILPSOHPHQWDWLRQௐ'HWDLOVௐRQௐSURGXFWVௐDQGௐ VHUYLFHVௐௐDUHௐDYDLODEOHௐDWௐZZZFDWFRPVDIHW\ '($/(56+,3ௐ$775,%87(6 %DFNௐXSௐSRZHUௐLVௐDௐFULWLFDOௐDVVHWௐRIௐPDQ\ௐ6RXUFHZHOOௐPHPEHUVௐ&DWHUSLOODUௐGHDOHUVௐEULQJௐDௐXQLTXHௐVROXWLRQௐWRௐSURYLGHௐVHFRQGௐWRௐQRQHௐVHUYLFHௐWRௐRXUௐFXVWRPHUVௐ8QOLNHௐFRPSHWLWRUVௐRXUௐ GHDOHUVௐRZQௐWKHLUௐRZQௐUHQWDOௐIOHHWௐDQGௐPDNHௐDYDLODEOHௐDVௐQHHGHGௐ(YHQௐZLWKௐVWDWLRQDU\ௐ SURGXFWVௐZHௐKDYHௐRSWLRQVௐWRௐSURYLGHௐEDFNௐXSௐUHQWDOVௐWRௐEHVWௐVHUYHௐ6RXUFHZHOO¶VௐPHPEHUVௐ ZKHQௐHPHUJHQFLHVௐRFFXUௐ2XUௐYDVWௐGHDOHUௐQHWZRUNௐZLWKௐௐORFDWLRQVௐLVௐSRVLWLRQHGௐWRௐ VHUYLFHௐERWKௐXUEDQௐDQGௐUXUDOௐDUHDVௐWKURXJKRXWௐWKHௐ86ௐDQGௐ&DQDGDௐ 352'8&7ௐ$775,%87(6 2YHUௐWKHௐODVWௐILYHௐ\HDUVௐ&DWHUSLOODUௐKDVௐLQYHVWHGௐLQௐDௐSURGXFWௐWKDWௐLVௐORZHUௐFDSH[ௐFRVWௐIRUௐ WKHௐSXEOLFௐDQGௐQRQSURILWௐLQGXVWU\ௐVHFWRUௐ7KLVௐQHZௐOLQHௐRIௐJHQHUDWRUVௐRXUௐ*&ௐPRGHOVௐLQYROYHGௐDௐUHGHVLJQௐRIௐௐRIௐRXUௐFXUUHQWௐJHQHUDWRUௐRIIHULQJVௐZKLFKௐFUHDWHGௐDQௐDYHUDJHௐFRVWௐ UHGXFWLRQௐRIௐௐ7KHௐFRVWௐVDYLQJVௐLVௐGULYHQௐE\ௐRIIHULQJௐIHZHUௐRSWLRQVௐRQௐWKHVHௐPRGHOVௐ ZLWKRXWௐVDFULILFLQJௐ&DWHUSLOODUௐTXDOLW\ Bid Number: RFP 092222 Vendor Name: Caterpillar 7DEOH:DUUDQW\ 'HVFULEHLQGHWDLO\RXUPDQXIDFWXUHUZDUUDQW\SURJUDPLQFOXGLQJFRQGLWLRQVDQGUHTXLUHPHQWVWRTXDOLI\FODLPVSURFHGXUH DQGRYHUDOOVWUXFWXUH<RXPD\XSORDGUHSUHVHQWDWLYHVDPSOHVRI\RXUZDUUDQW\PDWHULDOVLIDSSOLFDEOHLQWKHGRFXPHQW XSORDGVHFWLRQRI\RXUUHVSRQVHLQDGGLWLRQWRUHVSRQGLQJWRWKHTXHVWLRQVEHORZ /LQH ,WHP 4XHVWLRQ 5HVSRQVH 'Rௐ\RXUௐZDUUDQWLHVௐFRYHUௐDOOௐSURGXFWVௐSDUWVௐDQGௐ ODERU" <HVௐ&DWHUSLOODUௐKDVௐWKHௐPRVWௐH[WHQVLYHௐZDUUDQW\ௐFRYHUDJHௐLQௐWKHௐLQGXVWU\ௐ:Hௐ FRYHUௐDOOௐSURGXFWVௐSDUWVௐDQGௐODERUௐZLWKௐIHZHUௐH[FOXVLRQVௐWKDQௐRXUௐ FRPSHWLWRUVௐௐ3OHDVHௐVHHௐRXUௐ(3ௐ:DUUDQW\ௐ6WDWHPHQWௐ6(/) 'Rௐ\RXUௐZDUUDQWLHVௐLPSRVHௐXVDJHௐUHVWULFWLRQVௐRUௐ RWKHUௐOLPLWDWLRQVௐWKDWௐDGYHUVHO\ௐDIIHFWௐFRYHUDJH" :HௐDUHௐSOHDVHGௐWRௐVD\ௐWKDWௐRXUௐZDUUDQWLHVௐFRYHUௐGHIHFWVௐLQௐPDWHULDOௐDQGௐ ZRUNPDQVKLSௐIRUௐWKHௐWLPHௐVSHFLILHGௐLQௐWKHௐSROLF\ௐZKHQௐWKHௐHTXLSPHQWௐLVௐ XVHGௐDVௐSHUௐGHVLJQௐLQWHQW 'Rௐ\RXUௐZDUUDQWLHVௐFRYHUௐWKHௐH[SHQVHௐRIௐ WHFKQLFLDQV¶ௐWUDYHOௐWLPHௐDQGௐPLOHDJHௐWRௐSHUIRUPௐZDUUDQW\ௐUHSDLUV" &DWHUSLOODUௐZDUUDQWLHVௐFRYHUௐWKHௐFRVWௐRIௐUHSODFHPHQWௐSDUWVௐDQGௐWKHௐODERUௐWRௐ LQVWDOOௐWKHPௐ7KH\ௐVRPHWLPHVௐFRYHUௐWUDYHOௐWLPHௐDQGௐPLOHDJHௐ'HDOHUௐWHUULWRULHVௐYDU\ௐFRQVLGHUDEO\ௐIURPௐVWDWHௐWRௐVWDWHௐDVௐGRௐWKHLUௐSROLFLHVௐDERXWௐ WUDYHOௐWLPHௐDQGௐPLOHDJHௐGXULQJௐWKHௐZDUUDQW\ௐSHULRG $UHௐWKHUHௐDQ\ௐJHRJUDSKLFௐUHJLRQVௐRIௐWKHௐ8QLWHGௐ 6WDWHVௐRUௐ&DQDGDௐDVௐDSSOLFDEOHௐIRUௐZKLFKௐ\RXௐ FDQQRWௐSURYLGHௐDௐFHUWLILHGௐWHFKQLFLDQௐWRௐSHUIRUPௐ ZDUUDQW\ௐUHSDLUV"ௐௐ+RZௐZLOOௐ6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐLQௐWKHVHௐUHJLRQVௐEHௐSURYLGHGௐ VHUYLFHௐIRUௐZDUUDQW\ௐUHSDLU" :HௐKDYHௐQRௐJHRJUDSK\ௐUHVWULFWLRQVௐRQௐZDUUDQW\ௐUHSDLUVௐ2QHௐRIௐRXUௐNH\ௐ GLIIHUHQWLDWLQJௐVWUHQJWKVௐLVௐRXUௐDELOLW\ௐWRௐVHUYLFHௐHTXLSPHQWௐUHJDUGOHVVௐRIௐ ZKHUHௐLWௐLVௐORFDWHG :LOOௐ\RXௐFRYHUௐZDUUDQW\ௐVHUYLFHௐIRUௐLWHPVௐPDGHௐE\ௐ RWKHUௐPDQXIDFWXUHUVௐWKDWௐDUHௐSDUWௐRIௐ\RXUௐSURSRVDOௐ RUௐDUHௐWKHVHௐZDUUDQWLHVௐLVVXHVௐW\SLFDOO\ௐSDVVHGௐRQௐ WRௐWKHௐRULJLQDOௐHTXLSPHQWௐPDQXIDFWXUHU" :DUUDQW\ௐVHUYLFHௐIRUௐJHQHUDWRUௐRUGHUHGௐIURPௐDௐ&DWHUSLOODUௐIDFLOLW\ௐDUHௐ JHQHUDOO\ௐSURYLGHGௐE\ௐ&DWHUSLOODUௐDQGௐSHUIRUPHGௐE\ௐ&DWௐGHDOHUVௐ6RPHௐ LWHPVௐVXFKௐDVௐEDWWHU\ௐFKDUJHUVௐDUHௐFRYHUHGௐXQGHUௐWKHLUௐPDQXIDFWXUHUV ௐ ZDUUDQWLHV :KDWௐDUHௐ\RXUௐSURSRVHGௐH[FKDQJHௐDQGௐUHWXUQௐ SURJUDPVௐDQGௐSROLFLHV" :HௐZDUUDQWௐWKDWௐXSRQௐGHOLYHU\ௐRXUௐSURGXFWVௐZLOOௐEHௐIUHHௐIURPௐGHIHFWVௐLQௐ PDWHULDOௐDQGௐZRUNPDQVKLSௐDQGௐZLOOௐRSHUDWHௐDVௐLQWHQGHGௐ,IௐWKH\ௐDUHௐQRWௐZHௐ ZLOOௐPDNHௐDQ\ௐQHFHVVDU\ௐFRUUHFWLRQV 'HVFULEHௐDQ\ௐVHUYLFHௐFRQWUDFWௐRSWLRQVௐIRUௐWKHௐ LWHPVௐLQFOXGHGௐLQௐ\RXUௐSURSRVDO :HௐKDYHௐDௐODUJHௐYDULHW\ௐRIௐVHUYLFHௐFRQWUDFWௐRSWLRQVௐZKLFKௐFDQௐDOOௐEHௐ FXVWRPL]HGௐDFFRUGLQJௐWRௐFXVWRPHUௐQHHGVௐDQGௐDWௐOHDVWௐHTXDOௐWRௐORFDOௐ FRPSHWLWLRQௐ0RUHௐVROXWLRQVௐDUHௐDYDLODEOHௐDQGௐZHௐHQFRXUDJHௐPHPEHUVௐDQGௐ GHDOHUVௐWRௐௐH[SORUHௐDOOௐRSWLRQVௐ &XVWRPHUௐ9DOXHௐ$JUHHPHQWVௐ&9$ Vௐௐ $ௐPHPEHUௐPD\ௐFKRRVHௐWRௐHQWHUௐDQௐDJUHHPHQWௐZLWKௐWKHLUௐ&DWௐGHDOHUௐWRௐ SHUIRUPௐURXWLQHௐPDLQWHQDQFHௐDQGRUௐUHSDLUVௐ7KHVHௐFRQWUDFWVௐDUHௐ FXVWRPL]DEOHௐEDVHGௐRQௐPHPEHU¶VௐVLWXDWLRQDOௐDQGௐORFDOௐQHHGVௐLQFOXGLQJௐ VRPHௐVWDQGDUGௐRSWLRQVௐDVௐZHOOௐ)RUௐLQVWDQFHௐDOOௐXQLWVௐXQGHUௐN:ௐKDYHௐ VWDQGDUGௐSDUWVௐNLWVௐDYDLODEOHௐ([DPSOHVௐRIௐRSWLRQVௐWKDWௐFDQௐEHௐLQFOXGHGௐLQௐDௐ &9$ௐDUHௐௐௐௐௐ&RQGLWLRQௐ0RQLWRULQJ ௐௐௐௐ/RDGௐ%DQNௐ7HVWLQJ ௐௐௐௐ([WHQGHGௐ6HUYLFHௐ&RYHUDJHV &9$ VௐDUHௐDௐXVHIXOௐWRROௐIRUௐPHPEHUVௐWRௐEHWWHUௐPDQDJHௐWKHLUௐEXGJHWௐ0RVWௐ&9$ VௐDUHௐEXQGOHGௐDWௐWKHௐWLPHௐRIௐSXUFKDVHௐKRZHYHUௐWKH\ௐPD\ௐEHௐDGGHGௐDWௐ DQ\ௐWLPH Bid Number: RFP 092222 Vendor Name: Caterpillar 7DEOH3D\PHQW7HUPVDQG)LQDQFLQJ2SWLRQV /LQH,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐ\RXUௐSD\PHQWௐWHUPVௐDQGௐDFFHSWHGௐSD\PHQWௐ PHWKRGV &DWௐGHDOHUVௐDUHௐLQGHSHQGHQWO\ௐRZQHGௐEXVLQHVVHVௐ$VௐVXFKௐWKHLUௐ SD\PHQWௐWHUPVௐYDU\ௐEXWௐDOOௐZLOOௐEHௐDJUHHGௐXSRQௐDWௐWKHௐ32ௐOHYHO 'HVFULEHௐDQ\ௐOHDVLQJௐRUௐILQDQFLQJௐRSWLRQVௐDYDLODEOHௐIRUௐXVHௐ E\ௐHGXFDWLRQDOௐRUௐJRYHUQPHQWDOௐHQWLWLHV &DWHUSLOODU¶VௐZKROO\ௐRZQHGௐVXEVLGLDU\ௐ&DWHUSLOODUௐ)LQDQFLDOௐRIIHUVௐ 6RXUFHZHOOௐPHPEHUVௐOHDVLQJௐDQGௐILQDQFHௐSURGXFWVௐDWௐEHORZௐPDUNHWௐ LQWHUHVWௐUDWHVௐ7KHௐWRWDOௐLQWHUHVWௐFKDUJHGௐLVௐQRUPDOO\ௐOHVVௐWKDQௐWKHௐWRWDOௐFRVWௐRIௐLVVXLQJௐDௐERQGௐ2IWHQௐWKHVHௐOHDVLQJILQDQFLQJௐRSWLRQVௐ PD\ௐQRWௐUHTXLUHௐYRWHUௐDSSURYDOௐDVௐZLWKௐERQGௐLVVXDQFHௐ7KHVHௐ SURGXFWVௐDOVRௐOHWௐ6RXUFHZHOOௐPHPEHUVௐFDQFHOௐWKHLUௐFRQWUDFWVௐZLWKRXWௐ SHQDOW\ௐRQௐWKHௐODVWௐGD\ௐRIௐWKHௐDSSURSULDWLRQVௐSHULRGௐLIௐIXQGLQJௐLVௐQRWௐDSSURYHGௐIRUௐWKHௐIROORZLQJௐ\HDUௐௐ/HQGLQJௐWHUPVௐDQGௐFRQGLWLRQVௐ DUHௐWUDQVSDUHQWௐWRௐDOOௐ6RXUFHZHOOௐPHPEHUVௐXSRQௐTXRWDWLRQ 'HVFULEHௐDQ\ௐVWDQGDUGௐWUDQVDFWLRQௐGRFXPHQWVௐWKDWௐ\RXௐ SURSRVHௐWRௐXVHௐLQௐFRQQHFWLRQௐZLWKௐDQௐDZDUGHGௐFRQWUDFWௐ RUGHUௐIRUPVௐWHUPVௐDQGௐFRQGLWLRQVௐVHUYLFHௐOHYHOௐ DJUHHPHQWVௐHWFௐ8SORDGௐDௐVDPSOHௐRIௐHDFKௐDVௐDSSOLFDEOHௐLQௐWKHௐGRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐ UHVSRQVH &DWௐGHDOHUVௐDUHௐLQGHSHQGHQWO\ௐRZQHGௐEXVLQHVVHVௐ$VௐVXFKௐWKHLUௐ VWDQGDUGௐWUDQVDFWLRQௐGRFXPHQWVௐZLOOௐYDU\ 'Rௐ\RXௐDFFHSWௐWKHௐ3FDUGௐSURFXUHPHQWௐDQGௐSD\PHQWௐ SURFHVV"ௐ,IௐVRௐLVௐWKHUHௐDQ\ௐDGGLWLRQDOௐFRVWௐWRௐ6RXUFHZHOOௐ SDUWLFLSDWLQJௐHQWLWLHVௐIRUௐXVLQJௐWKLVௐSURFHVV" %HFDXVHௐ&DWௐGHDOHUVௐZLOOௐEHௐUHFHLYLQJௐSD\PHQWVௐGLUHFWO\ௐIURPௐ PHPEHUVௐDFFHSWLQJௐ3FDUGௐSURFXUHPHQWௐZLOOௐEHௐDWௐWKHLUௐGLVFUHWLRQௐ 0DQ\ௐGHDOHUVௐGRௐDFFHSWௐWKLVௐPHWKRGௐZLWKRXWௐDGGLWLRQDOௐIHHVௐ6RPHௐ KDYHௐOLPLWDWLRQVௐRQௐWKHௐDPRXQWௐWKDWௐFDQௐEHௐSURFHVVHG Bid Number: RFP 092222 Vendor Name: Caterpillar 7DEOH3ULFLQJDQG'HOLYHU\ 3URYLGHGHWDLOHGSULFLQJLQIRUPDWLRQLQWKHTXHVWLRQVWKDWIROORZEHORZ.HHSLQPLQGWKDWUHDVRQDEOHSULFHDQGSURGXFWDGMXVWPHQWVFDQ EHPDGHGXULQJWKHWHUPRIDQDZDUGHG&RQWUDFWDVGHVFULEHGLQWKH5)3WKHWHPSODWH&RQWUDFWDQGWKH6RXUFHZHOO3ULFHDQG3URGXFW &KDQJH5HTXHVW)RUP /LQH ,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐ\RXUௐSULFLQJௐPRGHOௐHJௐOLQHLWHPௐGLVFRXQWVௐRUௐ SURGXFWFDWHJRU\ௐGLVFRXQWVௐ3URYLGHௐGHWDLOHGௐSULFLQJௐGDWDௐ LQFOXGLQJௐVWDQGDUGௐRUௐOLVWௐSULFLQJௐDQGௐWKHௐ6RXUFHZHOOௐ GLVFRXQWHGௐSULFHௐRQௐDOOௐRIௐWKHௐLWHPVௐWKDWௐ\RXௐZDQWௐ 6RXUFHZHOOௐWRௐFRQVLGHUௐDVௐSDUWௐRIௐ\RXUௐ5)3ௐUHVSRQVHௐ,Iௐ DSSOLFDEOHௐSURYLGHௐDௐ6.8ௐIRUௐHDFKௐLWHPௐLQௐ\RXUௐSURSRVDOௐ 8SORDGௐ\RXUௐSULFLQJௐPDWHULDOVௐLIௐDSSOLFDEOHௐLQௐWKHௐ GRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐUHVSRQVH 2XUௐSULFLQJௐPRGHOௐLVௐVLPSOHௐௐ:HௐRIIHUௐDௐGHHSௐGLVFRXQWௐRIIௐWKHௐ FXUUHQWௐJHQHUDWRUௐOLVWௐSULFHVௐWRௐDOOௐ6RXUFZHOOௐPHPEHUVௐ ௐ 2YHUDOOௐSULFLQJௐIURPௐSXEOLVKHGௐOLVWௐSULFHௐLVௐGLVFRXQWHGௐXSௐWRௐௐ ZLWKௐDQௐDYHUDJHௐRIௐௐRYHUDOOௐௐ6SHFLILFௐGLVFRXQWVௐDSSO\ௐWRௐHDFKௐ GLHVHOௐRUௐQDWXUDOௐJDVௐSODWIRUPௐSURGXFWௐOLQHௐௐ6HUYLFHVௐXVHGௐ SURGXFWVௐUHQWDOௐDJUHHPHQWVௐDQGௐPLFURJULGௐVROXWLRQVௐDUHௐDOVRௐ LQFOXGHGௐDWௐGLIIHUHQWௐGLVFRXQWLQJௐOHYHOVௐ:HௐKDYHௐSURYLGHGௐUHIHUHQFHௐ SULFLQJௐLQௐWKHௐGRFXPHQWௐHQWLWOHGௐ&DWHUSLOODUௐ*HQௐ'LVFௐ/LVWௐ5)3ௐ$XJXVWௐ´ 4XDQWLI\ௐWKHௐSULFLQJௐGLVFRXQWௐUHSUHVHQWHGௐE\ௐWKHௐSULFLQJௐ SURSRVDOௐLQௐWKLVௐUHVSRQVHௐ)RUௐH[DPSOHௐLIௐWKHௐSULFLQJௐLQௐ \RXUௐUHVSRQVHௐUHSUHVHQWVௐDௐSHUFHQWDJHௐGLVFRXQWௐIURPௐ 0653ௐRUௐOLVWௐVWDWHௐWKHௐSHUFHQWDJHௐRUௐSHUFHQWDJHௐUDQJH 7KHௐGLVFRXQWVௐDUHௐRIIௐRIௐWKHௐFXUUHQWௐJHQHUDWRUௐOLVWௐSULFHVௐ2XUௐ GLVFRXQWௐUDQJHVௐYDULHVௐEHWZHHQௐௐௐௐRIIௐRIௐWKHௐOLVWௐSULFHௐ GHSHQGLQJௐRQௐWKHௐSURGXFWௐIDPLO\ 'HVFULEHௐDQ\ௐTXDQWLW\ௐRUௐYROXPHௐGLVFRXQWVௐRUௐUHEDWHௐ SURJUDPVௐWKDWௐ\RXௐRIIHU 2XUௐGHDOHUVௐDUHௐHPSRZHUHGௐWRௐFRQVLGHUௐSXUFKDVHௐRUGHUௐYROXPHௐ UHSHDWௐSXUFKDVHVௐPHPEHUௐUHVSRQVLYHQHVVௐHWFௐ7KH\ௐPD\ௐRIIHUௐPHPEHUVௐDGGLWLRQDOௐGLVFRXQWVௐDQGௐRUௐVHUYLFHVௐDWௐWKHLUௐGLVFUHWLRQ 3URSRVHௐDௐPHWKRGௐRIௐIDFLOLWDWLQJௐ³VRXUFHG´ௐSURGXFWVௐRUௐUHODWHGௐVHUYLFHVௐZKLFKௐPD\ௐEHௐUHIHUUHGௐWRௐDVௐ³RSHQௐ PDUNHW´ௐLWHPVௐRUௐ³QRQVWDQGDUGௐRSWLRQV´ௐ)RUௐH[DPSOHௐ\RXௐ PD\ௐVXSSO\ௐVXFKௐLWHPVௐ³DWௐFRVW´ௐRUௐ³DWௐFRVWௐSOXVௐDௐ SHUFHQWDJH´ௐRUௐ\RXௐPD\ௐVXSSO\ௐDௐTXRWHௐIRUௐHDFKௐVXFKௐUHTXHVW 6RXUFHGௐJRRGVௐௐ2SHQௐ0DUNHWௐ,WHPVௐDUHௐDYDLODEOHௐWRௐPHPEHUVௐIURPௐRXUௐ&DWௐGHDOHUVௐ7KHௐSULFHVௐIRUௐWKHVHௐJRRGௐRUௐVHUYLFHVௐZLOOௐ UHSUHVHQWௐIDLUௐPDUNHWLQJௐYDOXHௐDQGௐZLOOௐEHௐGHWHUPLQHGௐEHWZHHQௐWKHௐ PHPEHUௐDQGௐWKHௐVHOOLQJௐGHDOHUௐ:HௐHQFRXUDJHௐRXUௐGHDOHUVௐDQGௐ PHPEHUVௐWRௐXVHௐWKLVௐRSWLRQௐDVௐLWௐIDFLOLWDWHVௐFRPSOLPHQWDU\ௐSURGXFWVௐDQGௐVWUHDPOLQHVௐWKHௐSURFXUHPHQWௐSURFHVVௐ&XVWRPHUVௐDQGௐGHDOHUVௐ DUHௐUHVSRQVLEOHௐIRUௐLQFOXGLQJௐWKHLUௐ6RXUFHZHOOௐFRQWUDFWௐQXPEHUௐDQGௐ PHPEHUௐQXPEHUVௐRQௐDOOௐGRFXPHQWDWLRQௐUHODWHGௐWRௐWKHVHௐSXUFKDVHVௐ &DWHUSLOODUௐ,QFௐLVௐQRWௐDௐSDUW\ௐWRௐWKHVHௐVDOHVௐDQGௐLVௐH[HPSWHGௐIURPௐ LQFOXGLQJௐWKHPௐLQௐTXDUWHUO\ௐUHSRUWVௐ)RUௐDXGLWVௐLQFOXVLRQௐRIௐDௐ FXVWRPHU Vௐ6RXUFHZHOOௐPHPEHUௐQXPEHUௐRQௐWKHௐ32ௐDQGRUௐLQYRLFHௐ VKDOOௐEHௐGHHPHGௐVXIILFLHQW ,GHQWLI\ௐDQ\ௐHOHPHQWௐRIௐWKHௐWRWDOௐFRVWௐRIௐDFTXLVLWLRQௐWKDWௐLVௐ 127ௐLQFOXGHGௐLQௐWKHௐSULFLQJௐVXEPLWWHGௐZLWKௐ\RXUௐUHVSRQVHௐ 7KLVௐLQFOXGHVௐDOOௐDGGLWLRQDOௐFKDUJHVௐDVVRFLDWHGௐZLWKௐDௐSXUFKDVHௐWKDWௐDUHௐQRWௐGLUHFWO\ௐLGHQWLILHGௐDVௐIUHLJKWௐRUௐ VKLSSLQJௐFKDUJHVௐ)RUௐH[DPSOHௐOLVWௐFRVWVௐIRUௐLWHPVௐOLNHௐSUH GHOLYHU\ௐLQVSHFWLRQௐLQVWDOODWLRQௐVHWௐXSௐPDQGDWRU\ௐWUDLQLQJௐ RUௐLQLWLDOௐLQVSHFWLRQௐ,GHQWLI\ௐDQ\ௐSDUWLHVௐWKDWௐLPSRVHௐVXFKௐ FRVWVௐDQGௐWKHLUௐUHODWLRQVKLSௐWRௐWKHௐ3URSRVHU *HQHUDWRUVௐDUHௐXQLTXHௐLQௐWKHLUௐUHTXLUHPHQWVௐDQGௐRIWHQௐUHTXLUHௐ VSHFLDOL]HGௐVWDUWXSLQVWDOODWLRQௐZKLFKௐFDQௐEHௐGHWHUPLQHGௐZLWKௐWKHௐ GHDOHUௐDWௐWKHௐ32ௐOHYHOௐ:KHQௐDௐGHDOHUௐLVVXHVௐDௐTXRWHௐIRUௐDௐJHQHUDWRUௐDQ\ௐDGGLWLRQDOௐFRVWVௐZLOOௐEHௐLWHPL]HGௐVHSDUDWHO\ௐDQGௐDUHௐ QRWௐVXEMHFWௐWRௐWKHௐ6RXUFHZHOOௐGLVFRXQW ,IௐIUHLJKWௐGHOLYHU\ௐRUௐVKLSSLQJௐLVௐDQௐDGGLWLRQDOௐFRVWௐWRௐWKHௐ6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLW\ௐGHVFULEHௐLQௐGHWDLOௐWKHௐ FRPSOHWHௐIUHLJKWௐVKLSSLQJௐDQGௐGHOLYHU\ௐSURJUDP 7KHUHௐLVௐQRௐDGGLWLRQDOௐFRVWௐWRௐPHPEHUVௐZKRௐFKRRVHௐWRௐSLFNௐXSௐWKHLUௐJHQHUDWRUௐIURPௐWKHௐ&DWௐGHDOHUௐ)UHLJKWௐDQGௐGHOLYHU\ௐFKDUJHVௐ ZLOOௐEHௐGHWHUPLQHGௐDQGௐDVVHVVHGௐDWௐHDFKௐSURMHFW 6SHFLILFDOO\ௐGHVFULEHௐIUHLJKWௐVKLSSLQJௐDQGௐGHOLYHU\ௐWHUPVௐRUௐ SURJUDPVௐDYDLODEOHௐIRUௐ$ODVNDௐ+DZDLLௐ&DQDGDௐRUௐDQ\ௐ RIIVKRUHௐGHOLYHU\ -XVWௐDVௐIRUௐPHPEHUVௐLQௐWKHௐௐFRQWLJXRXVௐVWDWHVௐWKHUHௐLVௐQRௐ DGGLWLRQDOௐFRVWௐWRௐPHPEHUVௐZKRௐFKRRVHௐWRௐSLFNௐXSௐWKHLUௐJHQHUDWRUௐ IURPௐWKHLUௐ&DWௐGHDOHUௐ)UHLJKWௐDQGௐGHOLYHU\ௐFKDUJHVௐZLOOௐEHௐ GHWHUPLQHGௐDQGௐDVVHVVHGௐDWௐHDFKௐSURMHFW 'HVFULEHௐDQ\ௐXQLTXHௐGLVWULEXWLRQௐDQGRUௐGHOLYHU\ௐPHWKRGVௐRUௐ RSWLRQVௐRIIHUHGௐLQௐ\RXUௐSURSRVDO *HQHUDWRUVௐDUHௐODUJHௐSXUFKDVHVௐDQGௐLIௐWKHUHௐDUHௐXQLTXHௐPHPEHUௐ UHTXLUHPHQWVௐRXUௐGHDOHUVௐZLOOௐEHௐKDSS\ௐWRௐGLVFXVVௐRQௐDௐFDVHௐE\ௐFDVHௐEDVLV 7DEOH3ULFLQJ2IIHUHG /LQH,WHP 7KH3ULFLQJ2IIHUHGLQWKLV3URSRVDOLV &RPPHQWV FEHWWHUWKDQWKH3URSRVHUW\SLFDOO\RIIHUVWR*32VFRRSHUDWLYHSURFXUHPHQWRUJDQL]DWLRQVRUVWDWHSXUFKDVLQJ GHSDUWPHQWV 7KLVௐSURSRVHGௐFRQWUDFWௐLVௐ SULFHGௐWRௐEHௐRXUௐJRWRPDUNHWௐVWUDWHJ\ௐDFURVVௐWKHௐ86ௐDQGௐ &DQDGDௐ:HௐKDYHௐLQFOXGHGௐDௐ FRPSOLPHQWDU\ௐH[WHQGHGௐ ZDUUDQW\ௐIRUௐPRVWௐPRGHOVௐ ZKHQௐSXUFKDVHGௐWKURXJKௐRXUௐ SURSRVHGௐ6RXUFHZHOOௐFRQWUDFW Bid Number: RFP 092222 Vendor Name: Caterpillar 7DEOH$XGLWDQG$GPLQLVWUDWLYH)HH /LQH ,WHP 4XHVWLRQ 5HVSRQVH 6SHFLILFDOO\ௐGHVFULEHௐDQ\ௐVHOIDXGLWௐSURFHVVௐRUௐSURJUDPௐWKDWௐ\RXௐ SODQௐWRௐHPSOR\ௐWRௐYHULI\ௐFRPSOLDQFHௐZLWKௐ\RXUௐSURSRVHGௐ&RQWUDFWௐZLWKௐ6RXUFHZHOOௐ7KLVௐSURFHVVௐLQFOXGHVௐHQVXULQJௐWKDWௐ6RXUFHZHOOௐ SDUWLFLSDWLQJௐHQWLWLHVௐREWDLQௐWKHௐSURSHUௐSULFLQJௐWKDWௐWKHௐ9HQGRUௐ UHSRUWVௐDOOௐVDOHVௐXQGHUௐWKHௐ&RQWUDFWௐHDFKௐTXDUWHUௐDQGௐWKDWௐWKHௐ 9HQGRUௐUHPLWVௐWKHௐSURSHUௐDGPLQLVWUDWLYHௐIHHௐWRௐ6RXUFHZHOOௐ3URYLGHௐVXIILFLHQWௐGHWDLOௐWRௐVXSSRUWௐ\RXUௐDELOLW\ௐWRௐUHSRUWௐTXDUWHUO\ௐVDOHVௐWRௐ 6RXUFHZHOOௐDVௐGHVFULEHGௐLQௐWKHௐ&RQWUDFWௐWHPSODWH :HௐSODQௐWRௐFRQWLQXHௐRXUௐYHU\ௐUREXVWௐSURFHVVௐWRௐHQVXUHௐ UHSRUWLQJௐVSHHGௐDFFXUDF\ௐDQGௐFRQWUDFWௐFRPSOLDQFHௐ &DWHUSLOODUௐDQGௐRXUௐ&DWௐGHDOHUVௐKDYHௐYHU\ௐFORVHௐDQGௐWUXVWLQJௐ UHODWLRQVKLSVௐ2XUௐGHDOHUVௐDUHௐORQJHVWDEOLVKHGௐDQGௐWKHௐ FXUUHQWௐSURFHVVௐXQGHUௐFRQWUDFWௐ&$7ௐLVௐZRUNLQJௐZHOOௐ 7KHௐ&DWHUSLOODUௐ'HDOHUௐ1HWZRUNௐZLOOௐUHFHLYHௐDGGLWLRQDOௐ GLVFRXQWVௐIURPௐ&DWHUSLOODUௐWRௐKHOSௐUHDFKௐ6RXUFHZHOOௐPHPEHUVௐSXUFKDVLQJௐSULFHVௐSHUௐWKHௐ6RXUFHZHOOௐFRQWUDFWௐ7RௐTXDOLI\ௐIRUௐ WKHௐGLVFRXQWVௐWKHௐVHOOLQJௐ&DWHUSLOODUௐ'HDOHUௐPXVWௐLGHQWLI\ௐ HDFKௐDSSOLFDEOHௐVDOHௐDVௐDௐ6RXUFHZHOOௐVDOHௐRQௐWKHLUௐRUGHUௐ DQGௐWKH\ௐPXVWௐDOVRௐILOOௐRXWௐDௐUHSRUWௐWRௐWKHௐ&DWHUSLOODUௐ GHVLJQDWHGௐ6RXUFHZHOOௐFXVWRGLDQௐ1LFROHௐ:DUQVWHGWௐLQFOXGLQJௐ WKHௐSURGXFWௐRUGHUௐQXPEHUௐDQGௐ6RXUFHZHOOௐPHPEHUௐQXPEHUௐௐ 5HSRUWVௐDUHௐXSGDWHGௐDQGௐUHYLHZHGௐRQௐDௐTXDUWHUO\ௐEDVLVௐWRௐ DVVLVWௐLQௐSURYLGLQJௐSD\PHQWௐWRௐ6RXUFHZHOOௐ7RௐHQVXUHௐFRUUHFWௐ SULFLQJௐDQGௐDXGLWLQJௐ&DWHUSLOODUௐKDVௐFUHDWHGௐDௐIRFXVௐSURJUDPௐWKDWௐGHDOHUVௐFDQௐXVHௐRQௐWKHLUௐTXRWHVௐ7KLVௐIRFXVௐSURJUDPௐ DXWRPDWLFDOO\ௐSRSXODWHVௐDVVRFLDWHGௐGLVFRXQWௐOHYHOVௐ7KHௐ &DWHUSLOODUௐGHVLJQDWHGௐ6RXUFHZHOOௐFXVWRGLDQௐ1LFROHௐ :DUQVWHGWௐKDVௐDQGௐZLOOௐUHPDLQௐDFWLYHO\ௐLQYROYHGௐLQௐWKHௐDXGLWLQJௐSURFHVVௐERWKௐZLWKௐDXGLWLQJௐ&DWHUSLOODUௐ'HDOHUௐSULFLQJௐ WRௐ6RXUFHZHOOௐPHPEHUVௐDVௐZHOOௐDVௐWKHௐTXDUWHUO\ௐ DGPLQLVWUDWLRQௐIHHௐSURFHVV ,Iௐ\RXௐDUHௐDZDUGHGௐDௐFRQWUDFWௐSURYLGHௐDௐIHZௐH[DPSOHVௐRIௐLQWHUQDOௐ PHWULFVௐWKDWௐZLOOௐEHௐWUDFNHGௐWRௐPHDVXUHௐZKHWKHUௐ\RXௐDUHௐKDYLQJௐ VXFFHVVௐZLWKௐWKHௐFRQWUDFW ,QௐWKHௐHYHQWௐRIௐDQௐDZDUGௐZHௐZLOOௐFRQWLQXHௐWRௐPHDVXUHௐWKHௐ SHUFHQWDJHௐRIௐVDOHVௐWKDWௐDUHௐVROGௐWKURXJKௐWKHௐ6RXUFHZHOOௐ FRQWUDFWௐGHDOHUௐSDUWLFLSDWLRQௐZLWKௐWKHௐFRQWUDFWௐWRWDOௐQXPEHUௐRIௐJHQVHWVௐVROGௐDQGௐSURJUDPௐJURZWKௐ\HDUௐRYHUௐ\HDU ,GHQWLI\ௐDௐSURSRVHGௐDGPLQLVWUDWLYHௐIHHௐWKDWௐ\RXௐZLOOௐSD\ௐWRௐ 6RXUFHZHOOௐIRUௐIDFLOLWDWLQJௐPDQDJLQJௐDQGௐSURPRWLQJௐWKHௐ6RXUFHZHOOௐ &RQWUDFWௐLQௐWKHௐHYHQWௐWKDWௐ\RXௐDUHௐDZDUGHGௐDௐ&RQWUDFWௐௐ7KLVௐIHHௐ LVௐW\SLFDOO\ௐFDOFXODWHGௐDVௐDௐSHUFHQWDJHௐRIௐ9HQGRU¶VௐVDOHVௐXQGHUௐWKHௐ &RQWUDFWௐRUௐDVௐDௐSHUXQLWௐIHHௐLWௐLVௐQRWௐDௐOLQHLWHPௐDGGLWLRQௐWRௐWKHௐ0HPEHU¶VௐFRVWௐRIௐJRRGVௐ6HHௐWKHௐ5)3ௐDQGௐWHPSODWHௐ&RQWUDFWௐIRUௐ DGGLWLRQDOௐGHWDLOV :HௐSURSRVHௐDQௐDGPLQLVWUDWLYHௐIHHௐWRௐ6RXUFHZHOOௐRIௐௐRIௐ WUDQVDFWLRQௐSULFHௐRIௐDQ\ௐQHZௐ&DWHUSLOODUௐJHQHUDWRUVௐVROGௐ WKURXJKௐWKLVௐFRQWUDFWௐ&DWHUSLOODUௐZLOOௐSD\ௐWKLVௐIHHௐWRௐ 6RXUFHZHOOௐDQGௐQRWௐLPSRVHௐUHODWHGௐFKDUJHVௐWRௐRXUௐGHDOHUVௐRUௐ PHPEHUV Bid Number: RFP 092222 Vendor Name: Caterpillar 7DEOH$'HSWKDQG%UHDGWKRI2IIHUHG(TXLSPHQW3URGXFWVDQG6HUYLFHV /LQH,WHP 4XHVWLRQ 5HVSRQVH 3URYLGHௐDௐGHWDLOHGௐGHVFULSWLRQௐRIௐWKHௐ HTXLSPHQWௐSURGXFWVௐDQGௐVHUYLFHVௐWKDWௐ\RXௐ DUHௐRIIHULQJௐLQௐ\RXUௐSURSRVDO &DWHUSLOODUௐLVௐSURSRVLQJௐDQௐH[WHQVLYHௐDOWHUQDWLYHௐHQHUJ\ௐVROXWLRQVௐRIIHULQJௐLQFOXGLQJௐௐ DௐIXOOௐOLQHௐRIௐGLHVHOௐDQGௐQDWXUDOௐJDVௐSDFNDJHGௐJHQHUDWRUௐVHWVௐIURPௐௐWRௐௐN:ௐ ௐDௐOLQHௐRIௐSULFHௐSRLQWௐFRQILJXUHGௐGLHVHOௐJHQHUDWRUௐVHWVௐXSௐWRௐௐN:ௐDQGௐௐ0LFURJULGௐVRODUௐDQGௐEDWWHU\ௐHQHUJ\ௐVROXWLRQVௐ 7KHௐIROORZLQJௐNH\ௐ&DWHUSLOODUௐSURGXFWௐFDWHJRULHVௐDUHௐLQFOXGHGௐLQௐWKLVௐUHVSRQVH 6WDWLRQDU\ௐ'LHVHOௐ3DFNDJHGௐ*HQHUDWRUௐ6HWV6WDWLRQDU\ௐ1DWXUDOௐ*DVௐ3DFNDJHGௐ*HQHUDWRUௐ6HWV 0RELOHௐ'LHVHOௐ3DFNDJHGௐ*HQHUDWRUௐ6HWVௐ;4ௐ3URGXFWVௐZLWKௐ7UDLOHUV &RQWUROௐ3DQHOV 6ZLWFKJHDU $XWRPDWLFௐ7UDQVIHUௐ6ZLWFKHV 0LFURJULGௐ&RPSRQHQWV /HDVLQJௐDQGௐ)LQDQFLQJ 7KHௐ&DWHUSLOODUௐ'HDOHUௐ1HWZRUNௐFDQௐDOVRௐRIIHUௐFXVWRPௐVKRSௐZRUNௐLQVWDOODWLRQௐ³WXUQNH\´ௐVROXWLRQVௐGHOLYHU\IUHLJKWௐWUDLQLQJௐFXVWRPௐHQFORVXUHVௐFXVWRPௐIXHOௐWDQNVௐFXVWRPௐ DXWRPDWLFௐWUDQVIHUௐVZLWFKHVௐGHDOHUௐODERUௐDGGLWLRQDOFXVWRPௐSDUWVௐHQJLQHHULQJௐ OHDVLQJௐILQDQFLQJௐDQGௐJHQHUDOௐFRQWUDFWLQJௐODERUௐ7RௐIXUWKHUௐHQKDQFHௐWKHௐ6RXUFHZHOOௐ PHPEHUV¶ௐSURGXFWௐRIIHULQJௐWKHௐ&DWHUSLOODUௐ'HDOHUௐ1HWZRUNௐFDQௐDOVRௐRIIHUௐDQௐH[SDQVLYHௐQHWZRUNௐRIௐXVHGௐHTXLSPHQWௐDORQJௐZLWKௐUHQWDOௐDJUHHPHQWVௐDQGௐPDLQWHQDQFHௐ DJUHHPHQWV :LWKLQௐWKLVௐ5)3ௐFDWHJRU\ௐWKHUHௐPD\ௐEHௐ VXEFDWHJRULHVௐRIௐVROXWLRQVௐ/LVWௐVXEFDWHJRU\ௐ WLWOHVௐWKDWௐEHVWௐGHVFULEHௐ\RXUௐSURGXFWVௐDQGௐ VHUYLFHV 1$ 7DEOH%'HSWKDQG%UHDGWKRI2IIHUHG(TXLSPHQW3URGXFWVDQG6HUYLFHV ,QGLFDWHEHORZLIWKHOLVWHGW\SHVRUFODVVHVRIHTXLSPHQWSURGXFWVDQGVHUYLFHVDUHRIIHUHGZLWKLQ\RXUSURSRVDO3URYLGHDGGLWLRQDO FRPPHQWVLQWKHWH[WER[SURYLGHGDVQHFHVVDU\ /LQH ,WHP &DWHJRU\RU7\SH 2IIHUHG &RPPHQWV 6WDWLRQDU\ௐHOHFWULFDOௐJHQHUDWLRQௐV\VWHPVௐEDFNXSௐRUௐ VWDQGE\ௐJHQHUDWRUௐVHWVௐPRELOHௐDQGௐJURXQGௐSRZHUௐ XQLWVௐDQGௐWUDLOHUௐPRXQWHGௐJHQHUDWRUV <HV 1R 1$ 3DUWVௐDQGௐDFFHVVRULHVௐLQFOXGLQJௐHQFORVXUHVௐIXHOௐ WDQNVௐDXWRPDWLFௐWUDQVIHUௐVZLWFKHVௐSDUDOOHOLQJௐ HTXLSPHQWௐVZLWFKௐJHDUVௐFRQQHFWLRQௐER[HVௐFRQWUROVௐ DODUPௐPRGXOHVௐEDWWHULHVௐEORFNௐKHDWHUVௐDQGௐ QHWZRUNLQJௐWRROV <HV 1R 1$ 5HODWHGௐVHUYLFHVௐLQFOXGLQJௐGHVLJQௐFXVWRPL]DWLRQௐ HQJLQHHULQJௐFRPPLVVLRQLQJௐLQVWDOODWLRQௐGHOLYHU\ௐ PDLQWHQDQFHௐUHSDLUௐWUDLQLQJௐDQGௐRSHUDWLRQௐVHUYLFHௐDQGௐPDLQWHQDQFHௐDJUHHPHQWVௐGHFRPPLVVLRQLQJௐDQGௐ UHSXUSRVLQJௐFXVWRPௐVKRSௐZRUNௐDQGௐUHQWDOௐVHUYLFHV <HV 1R 1$ Bid Number: RFP 092222 Vendor Name: Caterpillar Bid Number: RFP 092222 Vendor Name: Caterpillar Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - Caterpillar Gen Disc List RFP August 2022.xlsx - Tuesday September 20, 2022 15:56:47 Financial Strength and Stability - Financial Strength and Stability.zip - Tuesday September 20, 2022 15:58:41 Marketing Plan/Samples - Marketing Plan.zip - Tuesday September 20, 2022 15:59:03 WM8E/M8E/S8E or Related Certificates (optional) Warranty Information - SELF5743-01_.pdf - Tuesday September 20, 2022 15:57:54 Standard Transaction Document Samples - Standard Transaction Document Samples.zip - Tuesday September 20, 2022 15:59:30 Upload Additional Document - Additionals.zip - Tuesday September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¶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³6SHFLDOO\'HVLJQDWHG1DWLRQDOVDQG%ORFNHG3HUVRQV´OLVWPDLQWDLQHGE\WKH2IILFHRI)RUHLJQ$VVHWV&RQWURO RIWKH8QLWHG6WDWHV'HSDUWPHQWRIWKH7UHDVXU\IRXQGDWKWWSVZZZWUHDVXU\JRYRIDFGRZQORDGVVGQOLVWSGI ,QFOXGHGRQWKHJRYHUQPHQWZLGHH[FOXVLRQVOLVWVLQWKH8QLWHG6WDWHV6\VWHPIRU$ZDUG0DQDJHPHQWIRXQGDW KWWSVVDPJRY6$0RU 3UHVHQWO\GHEDUUHGVXVSHQGHGSURSRVHGIRUGHEDUPHQWGHFODUHGLQHOLJLEOHRUYROXQWDULO\H[FOXGHGIURPSURJUDPVRSHUDWHG Bid Number: RFP 092222 Vendor Name: Caterpillar E\WKH6WDWHRI0LQQHVRWDWKH8QLWHG6WDWHVIHGHUDOJRYHUQPHQWRUWKH&DQDGLDQJRYHUQPHQWDVDSSOLFDEOHRUDQ\ 3DUWLFLSDWLQJ(QWLW\9HQGRUFHUWLILHVDQGZDUUDQWVWKDWQHLWKHULWQRULWVSULQFLSDOVKDYHEHHQFRQYLFWHGRIDFULPLQDORIIHQVH UHODWHGWRWKHVXEMHFWPDWWHURIWKLVVROLFLWDWLRQ %\FKHFNLQJWKLVER[,DFNQRZOHGJHWKDW,DPERXQGE\WKHWHUPVRIWKH3URSRVHU¶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id Number: RFP 092222 Vendor Name: Caterpillar Ring Power Corp 500 World Commerce Parkway St. Augustine, Florida 32092 904-737-7730 2025 Labor Rates To Take Effect 1/1/2025 & all prices subject to change without notice Shop Serviceman Rate - $166.00 Per Hour $249.00 OT Per Hour Field Serviceman Rate - $181.00 Per Hour $272.00 OT Per Hour 3600 Engine - $200.00 Per Hour $300.000 OT Per Hour Switchgear Field - $233.00 Per Hour $349.00 OT Per Hour Electric Power Gen PM - $155.00 Per Hour $232.00 OT Per Hour Petro Recycling - $154.00 Per Hour $231.00 OT Per Hour PM Travel - $155.00 Per Hour $232.00 OT Per Hour Travel - $181.00 Per hour $272.00 OT Per Hour Advance Electric Service - $181.00 Per Hour $272.00 OT Per Hour Mileage - $4.00 Per Mile MISC. SUPPLIES/ENVIRO: Materials that are used on the job and or become part of the job that are company supplied. (I.e. Lock-tite, Never Seize compound, spray lubricants, starting fluids, sanding discs, grinding wheels,absorbents, spray on protective coating, disposable rags or cleaning cost of rental rags, waste stream, processing of regulated waste (oil, fuel, contaminated dirt). Charged as 7% of document total, not to exceed $300.00. Example of rates with Source well discounts: -10% Shop Serviceman Rate - 10% off - $149.40 Per hour $224.10 OT Per Hour Field Serviceman Rate - $162.90 Per Hour $244.35 OT Per Hour 3600 Engine - $180.00 Per Hour $270.00 OT Per Hour Switchgear Field - $209.00 Per Hour $314.55 OT Per Hour Electric Power Gen PM - $139.50 Per Hour $209.25 OT Per Hour Petro Recycling - $138.60 Per Hour $207.90 OT Per Hour Advance Electric Service - $162.90 Per Hour $244.35 OT Per Hour Trip Charge per tech flat fee - $325.00 Caterpillar: Confidential Green Caterpillar Inc. 5205 N O’Connor Blvd, STE 100 Irving, TX 75039 January 21, 2025 City of Clearwater 1900 Grand Ave Clearwater FL 33765 RE: Authorized Cat Dealer To Whom It May Concern: Ring Power Corporation, with its primary offices at 500 World Commerce Pkwy, Saint Augustine, FL 32092 (“Dealer”), is an authorized independent dealer of various models of Cat® branded machines, equipment, engines, oils and spare parts (“Cat® products”). As an authorized Cat dealer, Dealer provides prompt, competent services for Cat® products in the Service Territory listed below (the “Service Territory”). IN THE STATE OF FLORIDA: Counties east of and including Franklin, Liberty, and Gadsden; and those north of and including Sarasota, DeSoto, Highlands, Osceola, and Brevard. Dealer is the only Cat dealer with approved business locations in the Service Territory; however, Cat dealers may sell or service Cat® Products outside their respective Service Territory. If you have any questions concerning Caterpillar or Cat dealers, or require additional information, please contact me directly. Sincerely, Trisha Romero Director Regional Dealer Finance Americas Distribution & Service Division Email: Romero_Trisha@cat.com Caterpillar CumminsInc. DDDANNAR,LLC FermataLLC GeneracPowerSystemsPossible PointsConformancetoRFPRequirements5044 42 42 38 44 Pricing400315 329 315 308 338 FinancialViabilityandMarketplaceSuccess7568 64 55 51 67 AbilitytoSellandDeliverService10091 84 72 68 83 MarketingPlan5044 38 43 39 45 ValueAddedAttributes7567 65 66 57 65 Warranty5043 43 44 41 43 DepthandBreadthofOfferedEquipment,Products,orServices200183 178 144 123 169 Total Points 1,000 855 843 781 725 854Rank Order13792KohlerPowerSystems PowerSecureIncRollsͲRoyceSolutionsAmericaInc. TAYLORPOWERSYSTEMS TheXͲGroupofcompaniesPossible PointsConformancetoRFPRequirements5044 43 40 40 36 Pricing400305 298 325 270 220 FinancialViabilityandMarketplaceSuccess7564 62 63 53 49 AbilitytoSellandDeliverService10086 75 82 65 64 MarketingPlan5044 43 36 36 33 ValueAddedAttributes7566 62 53 53 51 Warranty5044 41 41 42 39 DepthandBreadthofOfferedEquipment,Products,orServices200181 167 165 167 125 Total Points 1,000 834 791 805 726 617Rank Order465810KimAustin,MBA,CPPB,ProcurementLeadAnalystBrandonTown,CPSM,CPSD,ProcurementAnalystCraigWest,ProcurementAnalystJamesVoelker,CPCM,CFCM,ProcurementLeadAnalystProposal EvaluationElectrical Energy Power Generation Equipment with Related Parts, Supplies, and Services RFP #092222 Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 1 RFP #092222 REQUEST FOR PROPOSALS for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Proposal Due Date: September 22, 2022, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 22, 2022, at 4:30 p.m. Central Time, and late proposals will not be considered. SOLICITATION SCHEDULE Public Notice of RFP Published: August 4, 2022 Pre-proposal Conference: August 30, 2022, 10:00 a.m., Central Time Question Submission Deadline: September 14, 2022, 4:30 p.m., Central Time Proposal Due Date: September 22, 2022, 4:30 p.m., Central Time Late responses will not be considered. Opening: September 22, 2022, 6:30 p.m., Central Time See RFP Section V.G. “Opening” Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 2 I. ABOUT SOURCEWELL A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: • Federal and state government entities1; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. In Canada, Sourcewell’s contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Indigenous self-governing bodies 1 Pursuant to HAR §3-128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity. Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 3 • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; • Members of the Canoe procurement group of Canada, and their partner associations: Canoe members are regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities in Alberta and across Canada, as well as any corporation or entity owned or controlled by one or more of the preceding entities – as well as partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, North West Territories Association of Communities, CivicInfo BC, and their members. For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services, including, but not limited to: a. Stationary electrical generation systems, backup or standby generator sets, mobile and ground power units, and trailer mounted generators; b. Parts and accessories, including enclosures, fuel tanks, automatic transfer switches, paralleling equipment, switch gears, connection boxes, controls, alarm modules, batteries, block heaters, and networking tools; c. Related services, including design, customization, engineering, commissioning, installation, delivery, maintenance, repair, training and operation, service and maintenance agreements, decommissioning and repurposing, custom shop work, and rental services. 2. The primary focus of this solicitation is on electrical energy power generation equipment. Proposers may include related parts, accessories, or services, as described in 1. b. and 1. c. to the extent that these solutions are complementary to the power generation solutions being offered in 1. a. Proposers may include no more than a complementary or incidental offering from renewable energy sources such as wind, solar and microgrid solutions. This solicitation should NOT be construed to include “services-only” solutions. 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. Medium Duty and Compact Construction Equipment with Related Attachments, Accessories, and Supplies (RFP ##040319) b. Portable Construction Equipment with Related Accessories and Attachments (RFP #041719) c. Equipment Rental with Related Services (RFP#062320) d. Facility MRO (Maintenance, Repair & Operations), Industrial & Building Supplies with Related Equipment, Accessories, Supplies & Services (RFP #091422) Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 5 Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products, and used or refurbished equipment, if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 6 Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one-year extension that may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $80 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each such proposal must be prepared independently and without cooperation, collaboration, or collusion. 3. If a proposer works with a consultant on its proposal, the consultant (an individual or company) may not assist any other entity with a proposal for this solicitation. 4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products. 5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 6. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 7 A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any contract resulting from this RFP. 2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 8 Minnesota law may result in the proposal being disqualified from further review and evaluation. To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 9 C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 10 To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. G. OPENING The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 11 It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals); • The number and geographic location of highest-scoring proposers that offer: o A comprehensive selection of the requested equipment, products, or services; o A sales and service network ensuring availability and coverage for Participating Entities’ use; and o Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 12 Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell’s notice of contract award(s) or non-award. and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A protest must include the following items: • The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest; • Any additional supporting documentation; • The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; Rev. 3/2022 Sourcewell RFP #092222 Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Page 13 • Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. 8/10/2022 Addendum No. 1 Solicitation Number: RFP 092222 Solicitation Name: Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: In the RFP Questionnaire, Table 1, Question 2 – “Identify all subsidiary entities of the Proposer whose equipment, products, or services are included in the Proposal.” If distributors are involved in the process, is Sourcewell asking to list all distributors or is this strictly at the OEM level? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine and identify those of its subsidiary entities whose equipment, products, or services are included in the Proposal (if any). End of Addendum Acknowledgement of this Addendum to RFP 092222 posted to the Sourcewell Procurement Portal on 8/10/2022, is required at the time of proposal submittal. 8/30/2022 Addendum No. 2 Solicitation Number: RFP 092222 Solicitation Name: Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Who is the incumbent for this contract? Can we review the previous winning bid? Answer 1: Each Sourcewell solicitation represents a separate and distinct opportunity. For examples of current Sourcewell-awarded contracts, navigate to the page on the Sourcewell website at the following address: https://www.sourcewell-mn.gov/contract- search and enter the relevant search term. A currently active contract offering similar solutions is #120617. End of Addendum Acknowledgement of this Addendum to RFP 092222 posted to the Sourcewell Procurement Portal on 8/30/2022, is required at the time of proposal submittal. 9/06/2022 Addendum No. 3 Solicitation Number: RFP 092222 Solicitation Name: Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Will a list of registered plan takers be provided to all plan takers at any point in this RFP process? Answer 1: A list of plan takers will not be provided as part of the solicitation process. Question 2: Can you clarify what is acceptable for financial stability besides releasing full financial documents. Answer 2: The Sourcewell RFP is an open and competitive solicitation process. Each proposer, in its discretion, will determine the information necessary to best demonstrate its financial viability/success to Sourcewell. Examples of potential supporting material are identified in the text of the question on financial strength and stability in Table 2, “Company Information and Financial Strength,” in Step 1 of the proposal preparation process. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 092222 posted to the Sourcewell Procurement Portal on 9/06/2022, is required at the time of proposal submittal. 9/09/2022 Addendum No. 4 Solicitation Number: RFP 092222 Solicitation Name: Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: We provide solar electrical power generation equipment and services. Will you confirm whether we may respond to this solicitation? Answer 1: Each Sourcewell RFP is an open and competitive solicitation process. In the competitive process, Sourcewell will not pre-evaluate a proposer’s offerings. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in the RFP. Only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of the solicitation. Each Proposal will be evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 092222 posted to the Sourcewell Procurement Portal on 9/09/2022, is required at the time of proposal submittal. Notes and Exclusions: Standard Commercial Generator 1. All prices quoted above are standard base genset models with radiator. Additional options available to meet AHJ or regional specifications. 2. All KW ratings indicated in price sheet are standby ratings. 3. Additional Cummins factory features and options will match target priced for base model. 4. Startup will be priced separately based on location and project specific requirements. 5. Any initial onsite emission testing that may be needed is not included in the above pricing. 6. Freight is included for Cummins product in the contiguous 48. However, additional freight charges may apply for 3rd party items. 7. Cummins is committed to introducing new models. Contact your National Account Executive 8. All products have been quoted at standard industry voltages (120V/240V) single phase. Additional voltages are available. 9. For Canadian customers - Please note all prices are listed in US dollars. 10. Please refer to Bank of Canada posted daily rates to calculate exchange rate to Canadian Dollar prices. 11. Open market pricing will apply for non-cummins content Standard Commercial Generators Model #KW FUEL Emission PHASE Sourcewell Member C10D6 10KW DIESEL EPA Tier 4i 1 or 3 10,679.50$ C15D6 15KW DIESEL EPA Tier 4i 1 or 3 10,090.68$ C20D6 20KW DIESEL EPA Tier 4i 1 or 3 11,950.31$ C25D6 25KW DIESEL EPA Tier 3 1 or 3 12,383.85$ C30D6 30KW DIESEL EPA Tier 3 1 or 3 12,424.84$ C35D6 35KW DIESEL EPA Tier 3 1 or 3 12,608.70$ C40D6 40KW DIESEL EPA Tier 3 1 or 3 12,982.61$ C50D6 50KW DIESEL EPA Tier 3 1 or 3 13,315.53$ C60D6 50KW DIESEL EPA Tier 3 1 or 3 14,414.91$ C50D6C 60KW DIESEL EPA Tier 3 1 or 3 15,218.63$ C60D6C 60KW DIESEL EPA Tier 3 1 or 3 16,448.45$ C80D6C 80KW DIESEL EPA Tier 3 1 or 3 17,777.64$ C100D6C 100KW DIESEL EPA Tier 3 1 or 3 20,759.01$ C125D6C 125KW DIESEL EPA Tier 3 1 or 3 21,539.13$ C125D6D 125KW DIESEL EPA Tier 3 1 or 3 23,914.29$ C150D6D 150KW DIESEL EPA Tier 3 1 or 3 29,638.51$ C175D6D 175KW DIESEL EPA Tier 3 1 or 3 32,457.14$ C200D6D 200KW DIESEL EPA Tier 3 1 or 3 33,121.74$ 230DSHAD 200KW DIESEL EPA Tier 3 1 or 3 39,529.19$ 250DQDAA 250KW DIESEL EPA Tier 3 3 42,223.60$ 275DQDAB 275KW DIESEL EPA Tier 3 3 40,406.21$ 300DQDAC 300KW DIESEL EPA Tier 3 3 47,180.12$ 400DFEJ 400KW DIESEL EPA Tier 2 2 63,171.43$ 500DFEK 500KW DIESEL EPA Tier 2 2 66,345.34$ 600DQCA 600KW DIESEL EPA Tier 2 2 98,337.89$ 750DQCB 750KW DIESEL EPA Tier 2 3 119,874.53$ 800DQCC 800KW DIESEL EPA Tier 2 3 129,032.30$ 900DQFAC 900KW DIESEL EPA Tier 2 3 172,911.80$ 1000DQFAD 1000KW DIESEL EPA Tier 2 3 166,429.81$ The units below require applicaton, code, and 3rd party considerations. Please contact National Account Mgr for pricing and delivery C1250D6E 1250kW DIESEL EPA Tier 2 3 223,608.87$ C1500D6E 1500kW DIESEL EPA Tier 2 3 255,651.79$ 1750 DQKAA 1750KW DIESEL EPA Tier 2 3 305,223.60$ 1750DQKAD 1750KW DIESEL EPA Tier 2 3 368,708.07$ 2000 DQKAB 200KW DIESEL EPA Tier 2 3 354,083.23$ 2000DQKAE 2000KW DIESEL EPA Tier 2 3 364,598.76$ 2250 DQKAF 2250KW DIESEL EPA Tier 2 3 446,488.20$ 2500 DQKAN 2500KW DIESEL EPA Tier 2 3 503,040.99$ 2500DQLE 2500KW DIESEL EPA Tier 2 3 575,817.39$ 2750DQLF 2750KW DIESEL EPA Tier 2 3 634,439.75$ C3000 D6E 3000kKW DIESEL EPA Tier 2 3 765,166.46$ C3250 D6E 3250KW DIESEL EPA Tier 2 3 801,009.94$ Stby Gas C20N6 20KW NG/ Propane EPA 1 or 3 7,874.53$ C25N6 25KW NG/ Propane EPA 1 or 3 8,218.63$ C30N6 30KW NG/ Propane EPA 1 or 3 8,749.07$ C36N6 36KW NG/ Propane EPA 1 or 3 10,935.40$ C40N6 40KW NG/ Propane EPA 1 or 3 11,782.61$ C45N6 45KW NG/ Propane EPA 1 or 3 13,094.41$ C50N6 50KW NG/ Propane EPA 1 or 3 14,306.83$ C60N6 60KW NG/ Propane EPA 1 or 3 15,709.32$ C70N6 70KW NG/ Propane EPA 1 or 3 17,351.55$ C80N6 80KW NG/ Propane EPA 1 or 3 19,037.27$ C100N6 100KW NG/ Propane EPA 1 or 3 21,418.63$ C125N6 125kw NG/ Propane EPA 1 or 3 26,667.08$ C150N6 150kw NG/ Propane EPA 1 or 3 31,176.40$ C175N6B 175kW NG/ Propane EPA 1 or 3 43,722.98$ C200N6B 200kW NG/ Propane EPA 1 or 3 53,043.48$ C200N6 200kW NG/ Propane EPA 1 or 3 79,718.01$ C250N6 250kW NG/ Propane EPA 1 or 3 95,526.71$ C300N6 300kW NG/ Propane EPA 1 or 3 105,455.90$ C350N6 350kW NG/ Propane EPA 1 or 3 137,711.80$ C400N6 400kW NG/ Propane EPA 1 or 3 166,096.89$ C450N6 450kW NG/ Propane EPA 1 or 3 179,670.81$ C500N6B 500kW NG/ Propane EPA 1 or 3 191,927.95$ C550N6 550kW NG/ Propane EPA 1 or 3 233,298.14$ C600N6 600kW NG/ Propane EPA 1 or 3 284,433.54$ C650N6 650kW NG/ Propane EPA 1 or 3 289,122.98$ C750N6 750kW NG/ Propane EPA 1 or 3 319,086.96$ C1000N6B 1000kW NG/ Propane EPA 1 or 3 398,134.16$ C1300N6 1300kW NG/ Propane EPA 1 or 3 407,298.14$ Additional NG units available upon request. Contact National Account Mgr for pricing and delivery Rental Pwr C70D2RE 70KW Diesel EPA T4F 3 70,416.15$ C100D2RE 100KW Diesel EPA T4F 3 80,626.09$ C150D2RE 150KW Diesel EPA T4F 3 99,122.98$ C200D2RE 200KW Diesel EPA T4F 3 118,982.61$ C275D2RE 275KW Diesel EPA T4F 3 152,759.01$ C500D6RE 500KW Diesel EPA T4F 3 270,316.77$ C1000D6RE 1000kW Diesel EPA T4F 3 635,517.50$ Due to the high 3rd party content and long lead time - Please contact National Account Mgr for for Sourcewell Pricing and delivery Automatic Transfer Switches (ATS) Notes and Exclusions All prices quoted above are standard base models; 3pole with NEMA1 cabinet. options available to include NEMA3R, 4 pole, closed transfer mode, etc. for additional pricing. Startup will be priced separately based on location and project specific requirements. Freight is FOB jobsite, freight allowed in the contiguous 48. Model #Amp Enclosure Listing Pole OTECA 40 Nema 1 UL-1008 3 1,734$ OTECA 70 Nema 1 UL-1008 3 1,783$ OTECA 125 Nema 1 UL-1008 3 1,812$ OTECB 150 Nema 1 UL-1008 3 1,975$ OTECB 225 Nema 1 UL-1008 3 2,601$ OTECB 260 Nema 1 UL-1008 3 2,793$ OTECC 300 Nema 1 UL-1008 3 3,123$ OTECC 400 Nema 1 UL-1008 3 3,340$ OTECC 600 Nema 1 UL-1008 3 5,964$ OTECD 800 Nema 1 UL-1008 3 7,424$ OTECD 1000 Nema 1 UL-1008 3 10,860$ OTECE 1200 Nema 1 UL-1008 3 11,119$ OTEC SE A 40 Nema 1 UL-1008 3 4,502$ OTEC SE A 70 Nema 1 UL-1008 3 4,211$ OTEC SE A 100 Nema 1 UL-1008 3 4,229$ OTEC SE A 125 Nema 1 UL-1008 3 4,246$ OTEC SE B 150 Nema 1 UL-1008 3 4,616$ OTEC SE B 200 Nema 1 UL-1008 3 5,521$ OTEC SE B 225 Nema 1 UL-1008 3 5,975$ OTEC SE B 250 Nema 1 UL-1008 3 6,752$ OTEC SE C 300 Nema 1 UL-1008 3 6,436$ OTEC SE C 400 Nema 1 UL-1008 3 6,927$ OTEC SE C 600 Nema 1 UL-1008 3 9,371$ OTEC SE D 800 Nema 1 UL-1008 3 12,661$ OTEC SE D 1000 Nema 1 UL-1008 3 14,480$ High Interrup ATS X-Series CXSB 40 Nema 1 UL-1008 3 5,706$ CXSB 70 Nema 1 UL-1008 3 5,407$ CXSB 125 Nema 1 UL-1008 3 5,522$ CXSB 150 Nema 1 UL-1008 3 5,611$ CXSB 225 Nema 1 UL-1008 3 6,396$ CXSB 260 Nema 1 UL-1008 3 6,779$ CXSB 300 Nema 1 UL-1008 3 7,704$ CXSB 400 Nema 1 UL-1008 3 8,017$ CXTC 150 Nema 1 UL-1008 3 7,124$ CXTC 225 Nema 1 UL-1008 3 7,340$ CXTC 260 Nema 1 UL-1008 3 7,722$ CXTC 300 Nema 1 UL-1008 3 8,648$ CXTC 400 Nema 1 UL-1008 3 9,358$ CXTC 600 Nema 1 UL-1008 3 10,388$ CXTD 600 Nema 1 UL-1008 3 10,601$ CXTD 800 Nema 1 UL-1008 3 12,793$ CXRE 1000 Nema 1 UL-1008 3 18,938$ CXRE 1200 Nema 1 UL-1008 3 19,361$ CXRF 1200 Nema 1 UL-1008 3 19,766$ CXRF 1600 Nema 1 UL-1008 3 21,963$ CXRG 1600 Nema 1 UL-1008 3 21,709$ CXRG 2000 Nema 1 UL-1008 3 24,123$ CXRH 2600 Nema 1 UL-1008 3 33,616$ CXRH 3000 Nema 1 UL-1008 3 37,352$ Service Entrance Rated ATS CXSB SE 40 Nema 1 UL-1008 3 6,135$ CXSB SE 70 Nema 1 UL-1008 3 7,550$ CXSB SE 125 Nema 1 UL-1008 3 7,870$ CXSB SE 150 Nema 1 UL-1008 3 8,729$ CXSB SE 225 Nema 1 UL-1008 3 10,709$ CXSB SE 260 Nema 1 UL-1008 3 11,181$ CXSB SE 300 Nema 1 UL-1008 3 11,829$ CXSB SE 400 Nema 1 UL-1008 3 13,066$ CXTC SE 150 Nema 1 UL-1008 3 8,878$ CXTC SE 225 Nema 1 UL-1008 3 9,663$ CXTC SE 260 Nema 1 UL-1008 3 10,045$ CXTC SE 300 Nema 1 UL-1008 3 10,974$ CXTC SE 400 Nema 1 UL-1008 3 12,694$ CXTC SE 600 Nema 1 UL-1008 3 12,711$ CXTD SE 600 Nema 1 UL-1008 3 16,291$ CXTD SE 800 Nema 1 UL-1008 3 16,161$ CXRE SE 1000 Nema 1 UL-1008 3 24,211$ CXRE SE 1200 Nema 1 UL-1008 3 26,902$ CXRF SE 1200 Nema 1 UL-1008 3 27,262$ CXRF SE 1600 Nema 1 UL-1008 3 30,291$ CXRG SE 1600 Nema 1 UL-1008 3 30,314$ CXRG SE 2000 Nema 1 UL-1008 3 33,682$ Bypass ATS BTPCB 150 Nema 1 UL-1008 3 13,062$ BTPCB 225 Nema 1 UL-1008 3 13,632$ BTPCB 260 Nema 1 UL-1008 3 14,316$ BTPCC 300 Nema 1 UL-1008 3 16,412$ BTPCC 400 Nema 1 UL-1008 3 19,563$ BTPCC 600 Nema 1 UL-1008 3 24,248$ BTPCD 800 Nema 1 UL-1008 3 27,308$ BTPCD 1000 Nema 1 UL-1008 3 34,887$ CBRF 1200 Nema 1 UL-1008 3 61,985$ CBRF 1600 Nema 1 UL-1008 3 65,360$ CBRG 1600 Nema 1 UL-1008 3 69,225$ CBRG 2000 Nema 1 UL-1008 3 77,072$ CBRH 2600 Nema 1 UL-1008 3 97,516$ CBRH 3000 Nema 1 UL-1008 3 108,646$ EV Chargers HE9819025-01-CSA 43,814$ HE9819025-01-CSS 44,346$ HE9821001-01-CSS 82,827$ HE9820006-01-CSS 15,474$ HE9820006-01-CSA 20,321$ Portable Pumps CP1350D4/ CP1350D4E 1350 Contact Acct Mgr CP2600D4 CP2600D4E 2600 Contact Acct Mgr Field Service/ Start up 10% discount - off typical sale price Installation support 10% discount - off typical sale price Member specific Training 5% discount - off typical sale price Custom Enclosure and Fuel Tanks 10% discount - off typical sale price Field Technician Labor 5% discount - off typical sale price Maintenance Agreements 5% discount - off typical sale price Engineer to Order products and 5% discount - off typical sale price Cummins Inc - Sourcewell Service & ETO Discount Percentage 50kW DC Mob BAA 3M AC 50kW DC Mobile BAA 9M AC 180kW DC Flex Cab BAA DC Column BAA 3M DC DC Column BAA 7M DC Trailerized, tier 4, fully automatic dry priming Trailerized, tier 4, fully automatic dry priming 10. Please refer to Bank of Canada posted daily rates to calculate exchange rate to Canadian Dollar prices. COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #092222 Entitled Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services The following advertisement was placed August 4, 2022 on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov, Biddingo, Merx, PublicPurchase.com, The New York State Contract Reporter www.nyscr.ny.gov, USA Today, South Carolina’s The State, August 5, 2022 in Oregon’s Daily Journal of Commerce, and on August 4 and August 11, 2022 in The Oklahoman: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 22, 2022, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: Air Unlimited, Inc. Merryman-Farr, LLC Alco Building Solutions Nebraska Generator Service, LLC All Phase Contracting, Inc. Pioneer Power Mobility Alliance North America, Inc. Power Conditioning Computer Services, Inc. Apeiron Energy, Inc. Power Technique North America, LLC Caterpillar Inc. PowerSecure, Inc. Construction Industry Center Prairie Fibre-Optic Group, Inc. Construction Reporter Prime Vendor, Inc. Cummins Inc. Pro-Tech Power Sales DD DANNAR, LLC PWXPress Duke Electric (1977), Ltd. Reelstrong, LLC Electric Power Systems International, Inc. Regina Construction Association Sourcewell Page 2 of 4 Facility Improvement Corp. Rolls-Royce Solutions America, Inc. (MTU Americas, Inc.) Fermata, LLC Siemens Industry, Inc. Finning International, Inc. supplyFORCE ForeFront Power, LLC Taylor Power Systems, Inc. Generac Power Systems Inc. The X-Group of Companies (Turbine X Energy, Inc.) Genie Retail Energy UNITED RENTALS (NORTH AMERICA), INC. GovZERO Valor Holdings, LLC IM Supply Company Veteran Electrical Supply In-Charge Energy, Inc. Volvo Construction Equipment North America Interstate Power Systems Warshauer Electric Supply Kohler Power Systems WESCO Lindsay Allison International Wesco Distribution Canada Mainspring Energy X Group of Companies Melanite Group, Ltd. All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on September 22, 2022, at 4:31:32 pm CT. Proposals were received from the following: Caterpillar Inc. Cummins Inc. DD DANNAR, LLC Fermata, LLC Generac Power Systems Inc. Kohler Power Systems MTU Americas, Inc., dba Rolls-Royce Solutions America, Inc. PowerSecure, Inc. Taylor Power Systems, Inc. The X-Group of Companies (Turbine X Energy, Inc.) Proposals were reviewed by the Proposal Evaluation Committee: Kim Austin, MBA, CPPB, Procurement Lead Analyst James Voelker, CPCM, CFCM, Procurement Lead Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Craig West, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that all proposal responses met the scope and mandatory submittal requirements and were evaluated. Caterpillar Inc. offers a full line of turn-key diesel and natural gas generator sets from 20 to 4000 kW, microgrid and battery energy solutions. Caterpillar has an expansive network of 800 dealers across the United States and Canada. They also provide Sourcewell participating entities with an extensive service network of over 20,000 Sourcewell Page 3 of 4 service technicians, 468 locations, over 8,000 service bays and 8,500 field service trucks. Caterpillar’s pricing reflects a range of significant discounts from list pricing. Cummins Inc. brings a complete line of diesel and natural gas/propane commercial generator products, transfer switches, and related services. Cummins will provide service to Sourcewell participating entities through their 230 branch locations throughout the United States and Canada. Cummins also has 3,400 certified technicians operating throughout North America. Cummins offers a discount from fair market value or typical sales price on equipment, products, and services. Generac Power Systems Inc. manufactures a comprehensive selection of light towers, stationary, portable, residential, and mobile generators. Their sales staff and distribution network provide coverage throughout the United States and Canada to serve Sourcewell participating entities. Generac offers multiple power source options to include LP vapor, LP liquid, natural gas, well gas, and diesel/Bi-Fuel in their generator solutions. They are offering competitive range of discounts off MSRP by product line. Kohler Power Systems is offering a full line of turnkey diesel and natural gas generators, Automatic Transfer Switches (ATS), switchgear, paralleling equipment, and microgrid solutions. With an extensive distribution network throughout the United States and Canada, Kohler is well prepared to serve Sourcewell participating entities. Kohler offers participating entities competitive discounts from configured list price. MTU Americas, Inc., dba Rolls-Royce Solutions America, Inc., has a long history of providing standby, emergency, continuous, prime, diesel, gas, and propane generators and power generation solutions. Their sales and service teams, along with their distributors, are ready to serve Sourcewell participating entities across the United States and Canada. Their standby generator set product line is designed, manufactured, and warrantied for an 85% load factor. They are offering Sourcewell participating entities solid pricing discounts. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #092222 to: Caterpillar Inc. #092222-CAT Cummins Inc. #092222-CMM Generac Power Systems Inc. #092222-GNR Kohler Power Systems #092222-KOH MTU Americas, Inc., dba Rolls-Royce Solutions America, Inc. #092222-RYC The preceding recommendations were approved on November 17, 2022. __________________________________________ Kim Austin, MBA, CPPB, Procurement Lead Analyst _______________________________________ James Voelker, CPCM, CFCM, Procurement Lead Analyst Sourcewell Page 4 of 4 _______________________________________ Brandon Town, CPSM, CPSD, Procurement Analyst _______________________________________ Craig West, Procurement Analyst STATEMENT OF COMPLIANCE As Executive Director for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #092222 for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted in Sourcewell’s bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell’s Procurement Policy. Dr. Chad Coauette Executive Director/CEO ProposalOpeningRecord Dateofopening:September22,2022 SourcewellpostedRequestforProposal#092222,fortheprocurementofElectricalEnergyPowerGeneration EquipmentwithRelatedParts,Supplies,andServices,ontheSourcewellProcurementPortal [proportal.sourcewellͲmn.gov]onThursday,August4,2022,andthesolicitationremainedinanopenstatus withintheportaluntilSeptember22,2022,at4:30pmCT.TheRFPrequiredthatallproposalsbesubmitted throughtheSourcewellProcurementPortalnolaterthan4:30pmCTonSeptember22,2022,thedateandtime specifiedintheSolicitationSchedule. TheundersignedcertifythatallresponsesreceivedonRequestforProposal#092222weresubmittedthrough theSourcewellProcurementPortal,andthateachProposer’sresponsematerialwasdigitallysealedupon submissionandremainedinaccessibleuntiltheduedateandtimespecifiedintheSolicitationSchedule. Responseswerereceivedfromthefollowing: Caterpillar,Inc.ͲSubmitted9/22/22at11:48:50AM Cummins,Inc.ͲSubmitted9/22/22at8:52:00AM DDDANNAR,LLCͲSubmitted9/20/22at12:20:58PM Fermata,LLCͲSubmitted9/22/22at2:42:17PM GeneracPowerSystems,Inc.ͲSubmitted9/22/22at10:19:18AM KohlerPowerSystemsͲSubmitted9/16/22at9:04:00AM PowerSecure,Inc.ͲSubmitted9/21/22at11:54:08AM RollsͲRoyceSolutionsAmerica,Inc.(MTUAmericas,Inc.)ͲSubmitted9/22/22at3:27:52PM TaylorPowerSystems,Inc.ͲSubmitted9/22/22at1:56:49PM TheXͲGroupofCompanies(TurbineXEnergy,Inc.)ͲSubmitted9/22/22at4:19:35PM TheProposalswereopenedelectronically,andalistofallProposerswasmadepubliclyavailableinthe SourcewellProcurementPortal,onSeptember22,2022,at4:31:32PMCT.Allresponsiveproposalswere thensubmittedforreviewbytheSourcewellEvaluationCommittee. ________________________________________________________________________ KimAustin,MBA,CPPB,ProcurementLeadAnalystCarolJackson,ProcurementAnalyst SOURCEWELL STATE OF MINNESOTA Member ____________ moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES 7/19/2022 Resolution No. 2022-20 WHEREAS, Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation,for the categories listed on Appendix A, which is attached and incorporated. WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member ______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲJuly2022 RequestingBoardpermissiontoReͲSolicitthefollowingcategories: NEWCONTRACTS SupplierName ContractNumber SolicitationTitle AdvantaHealthSolutions,Inc. 051922ͲADV "WellnessEngagementProgramSolutionsandRelatedServices" HealthSourceSolutions,LLC 051922ͲHSS "WellnessEngagementProgramSolutionsandRelatedServices" LifemarkOccupationalHealthandWellness 051922ͲLFM "WellnessEngagementProgramSolutionsandRelatedServices" Propel,Inc. 051922ͲPRL "WellnessEngagementProgramSolutionsandRelatedServices" Telligen,Inc. 051922ͲTGN "WellnessEngagementProgramSolutionsandRelatedServices" VirginPulse,Inc. 051922ͲVRG "WellnessEngagementProgramSolutionsandRelatedServices" WellSparkHealth,Inc.051922ͲWSH "WellnessEngagementProgramSolutionsandRelatedServices" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle NEWIDIQCONTRACTS CompanyName ContractNumber StateͲRegionͲTypeofWork MansConstructionCompanyNMͲR1ͲEͲ060222ͲMCO NewMexicoͲRegion1ͲElectrical RossWesElectricalServices NMͲR1ͲEͲ060222ͲRWE NewMexicoͲRegion1ͲElectrical CoreConstructionServicesofTexas NMͲR1ͲGCͲ060222ͲCCT NewMexicoͲRegion1ͲGeneralConstruction ConsolidatedBuildersofNM NMͲR1ͲGCͲ060222ͲCOB NewMexicoͲRegion1ͲGeneralConstruction GMBuilders,Inc. NMͲR1ͲGCͲ060222ͲGMB NewMexicoͲRegion1ͲGeneralConstruction HBConstruction,Inc.NMͲR1ͲGCͲ060222ͲHCO NewMexicoͲRegion1ͲGeneralConstruction MansConstructionCompanyNMͲR1ͲGCͲ060222ͲMCO NewMexicoͲRegion1ͲGeneralConstruction DallagoCorporationNMͲR1ͲHVACͲ060222ͲDCO NewMexicoͲRegion1ͲMechanical/HVAC DallagoCorporationNMͲR1ͲPͲ060222ͲDCO NewMexicoͲRegion1ͲPlumbing NationalRoofingCompany,Inc. NMͲR1ͲRͲ040622ͲNRC NewMexicoͲRegion1ͲRoofing DKG&Associates,Inc. NMͲR1ͲRͲ060222ͲDKG NewMexicoͲRegion1ͲRoofing GMBuilders,Inc. NMͲR1ͲRͲ060222ͲGMB NewMexicoͲRegion1ͲRoofing MansConstructionCompanyNMͲR2ͲEͲ060222ͲMCO NewMexicoͲRegion2ͲElectrical RossWesElectricalServices NMͲR2ͲEͲ060222ͲRWE NewMexicoͲRegion2ͲElectrical CoreConstructionServicesofTexas NMͲR2ͲGCͲ060222ͲCCT NewMexicoͲRegion2ͲGeneralConstruction ConsolidatedBuildersofNM NMͲR2ͲGCͲ060222ͲCOB NewMexicoͲRegion2ͲGeneralConstruction GMBuilders,Inc. NMͲR2ͲGCͲ060222ͲGMB NewMexicoͲRegion2ͲGeneralConstruction HBConstruction,Inc.NMͲR2ͲGCͲ060222ͲHCO NewMexicoͲRegion2ͲGeneralConstruction WWRC,Inc. NMͲR2ͲGCͲ060222ͲWRI NewMexicoͲRegion2ͲGeneralConstruction WWRC,Inc. NMͲR2ͲHVACͲ060222ͲWRI NewMexicoͲRegion2ͲMechanical/HVAC WWRC,Inc. NMͲR2ͲPͲ060222ͲWRI NewMexicoͲRegion2ͲPlumbing DKG&Associates,Inc. NMͲR2ͲRͲ060222ͲDKG NewMexicoͲRegion2ͲRoofing GMBuilders,Inc. NMͲR2ͲRͲ060222ͲGMB NewMexicoͲRegion2ͲRoofing NationalRoofingCompany,Inc. NMͲR2ͲRͲ060222ͲNRC NewMexicoͲRegion2ͲRoofing WWRC,Inc. NMͲR2ͲRͲ060222ͲWRI NewMexicoͲRegion2ͲRoofing MansConstructionCompanyNMͲR3ͲEͲ060222ͲMCO NewMexicoͲRegion3ͲElectrical ConsolidatedBuildersofNM NMͲR3ͲGCͲ060222ͲCOB NewMexicoͲRegion3ͲGeneralConstruction JimSenaConstructionCo.,Inc. NMͲR3ͲGCͲ060222ͲJSC NewMexicoͲRegion3ͲGeneralConstruction JuniorBuilders NMͲR3ͲGCͲ060222ͲJUB NewMexicoͲRegion3ͲGeneralConstructionCONSENTAGENDAITEMSCONSENTAGENDAITEMSTrailerswithRelatedEquipment,Accessories,andServices ConductedEnergyWeapons RequestingBoardpermissiontoSolicitthefollowingcategories: ElectricalEnergyPowerGenerationwithRelatedServices APPENDIXAContinued WWRC,Inc. NMͲR3ͲHVACͲ060222ͲWRI NewMexicoͲRegion3ͲMechanical/HVAC JuniorBuilders NMͲR3ͲPͲ060222ͲJUB NewMexicoͲRegion3ͲPlumbing WWRC,Inc. NMͲR3ͲPͲ060222ͲWRI NewMexicoͲRegion3ͲPlumbing GMBuilders,Inc. NMͲR3ͲRͲ060222ͲGMB NewMexicoͲRegion3ͲRoofing JimSenaConstructionCo.,Inc. NMͲR3ͲRͲ060222ͲJSC NewMexicoͲRegion3ͲRoofing WWRC,Inc. NMͲR3ͲRͲ060222ͲWRI NewMexicoͲRegion3ͲRoofing MansConstructionCompanyNMͲR4ͲEͲ060222ͲMCO NewMexicoͲRegion4ͲElectrical ConsolidatedBuildersofNM NMͲR4ͲGCͲ060222ͲCOB NewMexicoͲRegion4ͲGeneralConstruction JimSenaConstructionCo.,Inc. NMͲR4ͲGCͲ060222ͲJSC NewMexicoͲRegion4ͲGeneralConstruction JuniorBuilders NMͲR4ͲGCͲ060222ͲJUB NewMexicoͲRegion4ͲGeneralConstruction NationalConstruction,Inc. NMͲR4ͲGCͲ060222ͲNCI NewMexicoͲRegion4ͲGeneralConstruction WWRC,Inc. NMͲR4ͲGCͲ060222ͲWRI NewMexicoͲRegion4ͲGeneralConstruction WWRC,Inc. NMͲR4ͲHVACͲ060222ͲWRI NewMexicoͲRegion4ͲMechanical/HVAC JuniorBuilders NMͲR4ͲPͲ060222ͲJUB NewMexicoͲRegion4ͲPlumbing MasterPlumbers,LLC NMͲR4ͲPͲ060222ͲMAP NewMexicoͲRegion4ͲPlumbing WWRC,Inc. NMͲR4ͲPͲ060222ͲWRI NewMexicoͲRegion4ͲPlumbing DKG&Associates,Inc. NMͲR4ͲRͲ060222ͲDKG NewMexicoͲRegion4ͲRoofing GMBuilders,Inc. NMͲR4ͲRͲ060222ͲGMB NewMexicoͲRegion4ͲRoofing JimSenaConstructionCo.,Inc. NMͲR4ͲRͲ060222ͲJSC NewMexicoͲRegion4ͲRoofing MansConstructionCompanyNMͲR4ͲRͲ060222ͲMCO NewMexicoͲRegion4ͲRoofing WWRC,Inc. NMͲR4ͲRͲ060222ͲWRI NewMexicoͲRegion4ͲRoofing MansConstructionCompanyNMͲR5ͲEͲ060222ͲMCO NewMexicoͲRegion5ͲElectircal RossWesElectricalServices NMͲR5ͲEͲ060222ͲRWE NewMexicoͲRegion5ͲElectircal CoreConstructionServicesofTexas NMͲR5ͲGCͲ060222ͲCCT NewMexicoͲRegion5ͲGeneralConstruction ConsolidatedBuildersofNM NMͲR5ͲGCͲ060222ͲCOB NewMexicoͲRegion5ͲGeneralConstruction GMBuilders,Inc. NMͲR5ͲGCͲ060222ͲGMB NewMexicoͲRegion5ͲGeneralConstruction HBConstruction,Inc.NMͲR5ͲGCͲ060222ͲHCO NewMexicoͲRegion5ͲGeneralConstruction WhiteSandsConstruction,Inc. NMͲR5ͲGCͲ060222ͲWSC NewMexicoͲRegion5ͲGeneralConstruction DKG&Associates,Inc. NMͲR5ͲRͲ060222ͲDKG NewMexicoͲRegion5ͲRoofing GMBuilders,Inc. NMͲR5ͲRͲ060222ͲGMB NewMexicoͲRegion5ͲRoofing MansConstructionCompanyNMͲR5ͲRͲ060222ͲMCO NewMexicoͲRegion5ͲRoofing NationalRoofingCompany,Inc. NMͲR5ͲRͲ060222ͲNRC NewMexicoͲRegion5ͲRoofing SmithRoofing,Inc. NMͲR5ͲRͲ060222ͲSMR NewMexicoͲRegion5ͲRoofing IDIQContractExtensions CompanyName ContractNumber PlaceServices,Inc. KYͲEͲGC01Ͳ062420ͲPLS TheLuskGroup KYͲEͲRW01Ͳ062420ͲLMC CalhounConstructionServices KYͲNCͲGC02Ͳ062420ͲCAC TheLuskGroup KYͲWͲE02Ͳ062420ͲLMC TectaAmericaCorp. KYͲWͲRW02Ͳ062420ͲTEA PlaceServices,Inc. KYͲNCͲGC03Ͳ062420ͲPLS PlaceServices,Inc. KYͲNCͲE01Ͳ062420ͲPLS TheLuskGroup KYͲNCͲRW01Ͳ062420ͲLMC TheLuskGroup KYͲNCͲE02Ͳ062420ͲLMC TheLuskGroup KYͲWͲRW01Ͳ062420ͲLMC TectaAmericaCorp. KYͲNCͲRW02Ͳ062420ͲTEA TectaAmericaCorp. KYͲEͲRW02Ͳ062420ͲTEA TritonServices,Inc. KYͲNCͲHVAC01Ͳ062420ͲTRS TheLuskGroup KYͲWͲGC03Ͳ062420ͲLMC TheLuskGroup KYͲEͲHVAC01Ͳ062420ͲLMC TheLuskGroup KYͲEͲE02Ͳ062420ͲLMC TheLuskGroup KYͲNCͲGC05Ͳ062420ͲLMC TheLuskGroup KYͲEͲGC03Ͳ062420ͲLMC PlaceServices,Inc. KYͲWͲE01Ͳ062420ͲPLS PlaceServices,Inc. KYͲWͲGC01Ͳ062420ͲPLS PlaceServices,Inc. KYͲEͲE01Ͳ062420ͲPLS TritonServices,Inc. KYͲNCͲGC01Ͳ062420ͲTRS TheLuskGroup KYͲWͲHVAC01Ͳ062420ͲLMC F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲNCͲGC04Ͳ062420ͲFHP F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲWͲGC02Ͳ062420ͲFHP F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲEͲGC02Ͳ062420ͲFHP TheLuskGroup KYͲNCͲHVAC02Ͳ062420ͲLMC SOURCEWELL STATE OF MINNESOTA Member ____________ moved the adoption of the following Resolution: RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS 12/20/2022 Resolution No. 2022-34 WHEREAS, the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A, which is attached and incorporated; and WHEREAS, Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program and to award all competitively solicited contracts, without limitation; and WHEREAS, the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process; and WHEREAS, the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members’ legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards. NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A. The motion for the adoption of the foregoing resolution was duly seconded by Member______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲDecemberr2022 NONE RequestingBoardpermissiontoReͲSolicitthefollowingcategories: NEWCONTRACTS SupplierName ContractNumber SolicitationTitle AxonEnterprise,Inc.092722ͲAXN "ConductedEnergyWeapons" Phazzer,LLC 092722ͲPZR "ConductedEnergyWeapons" Caterpillar,Inc.092222ͲCAT "ElectricalEnergyPowerGenerationEquipmentwithRelated Parts,SuppliesandServices" Cummins,Inc.092222ͲCMM "ElectricalEnergyPowerGenerationEquipmentwithRelated Parts,SuppliesandServices" GeneracPowerSystems 092222ͲGNR "ElectricalEnergyPowerGenerationEquipmentwithRelated Parts,SuppliesandServices" KohlerCompany 092222ͲKOH "ElectricalEnergyPowerGenerationEquipmentwithRelated Parts,SuppliesandServices" MTUAmericasdbaRollsͲRoyceSolutionsAmerica,Inc. 092222ͲRYC "ElectricalEnergyPowerGenerationEquipmentwithRelated Parts,SuppliesandServices" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle CompanyName ContractNumber StateͲRegionͲTypeofWork Ernst&YoungAdvisors 101718ͲEYG "WirelessTechnologyInfrastructureConsultativeServices" W.W.Grainger,Inc. 121218ͲWWG "FacilityMRO,Industrial&BuildingSupplieswithRelated Equipment,Accessories,Supplies&Services" CNHIndustrial 032119ͲCNH "HeavyConstructionEquipmentwithRelatedAccessories, Attachments,andSupplies" HyundaiConstructionEquipment 032119ͲHCE "HeavyConstructionEquipmentwithRelatedAccessories, Attachments,andSupplies" KomatsuAmericaCorp.032119ͲKOM "HeavyConstructionEquipmentwithRelatedAccessories, Attachments,andSupplies" Volvo,LLC 032119ͲVCE "HeavyConstructionEquipmentwithRelatedAccessories, Attachments,andSupplies" SHIInternationalCorp. 081419ͲSHI "TechnologyCatalogSolutions" CDWGovernment,LLC 081419ͲCDW"TechnologyCatalogSolutions" GovConnection,Inc. 081419ͲGVC "TechnologyCatalogSolutions" ColonialLife&AccidentInsurance100319ͲCLA "GroupEmployeeBenefitsandRelatedServices" NationalCooperativeLeasing 011620ͲNCL "TaxͲExemptMunicipalLeasingwithRelatedServices" StaplesContract&Commercial 012320ͲSCC "OfficeSupplyCatalogSolutions" NEWIDIQCONTRACTS IDIQContractExtensions CompanyName ContractNumber LeeConstructionandMaintenanceCompany TXͲNTͲECͲ101619ͲLCMCONSENTAGENDAITEMSRecyclingandRepurposingEquipmentCONSENTAGENDAITEMSSalt,Brine,andAntiͲIcingorDeͲIcingAgents,andBrineProductionandStorageSystems EmployeeFinancialWellnessProgrammingandRelatedEmployerͲSponsoredFinancialSolutions RequestingBoardpermissiontoSolicitthefollowingcategories: Scoreboards,DigitalDisplays,andVideoBoardswithRelatedServices APPENDIXAContinued G2GeneralContractors TXͲNTͲAPCͲ101619ͲGGC G2GeneralContractors TXͲNTͲPͲ101619ͲGGC G2GeneralContractors TXͲNTͲWͲ101619ͲGGC CentennialContractorsEnterprises,Inc. TXͲNTͲGCͲ101619ͲCCE GomezFloorCovering,Inc.dbaGFCContracting TXͲNTͲFͲ101619ͲGFC DallasHarmonyConstruction,LLC TXͲNTͲAPCͲ101619ͲDHC COREConstructionServicesofTexas,Inc. TXͲNTͲAPCͲ101619ͲCCT COREConstructionServicesofTexas,Inc. TXͲNTͲPͲ101619ͲCCT LeeConstructionandMaintenanceCompany TXͲNTͲPͲ101619ͲLCM GomezFloorCovering,Inc.dbaGFCContracting TXͲNTͲPͲ101619ͲGFC LeeConstructionandMaintenanceCompany TXͲNTͲGCͲ101619ͲLCM WRConstruction,Inc. TXͲPHͲGCͲ101619ͲWRC COREConstructionServicesofTexas,Inc. TXͲPHͲGCͲ101619ͲCCT COREConstructionServicesofTexas,Inc. TXͲPHͲAPCͲ101619ͲCCT COREConstructionServicesofTexas,Inc. TXͲPHͲPͲ101619ͲCCT TriͲStateGeneralContractingGroup,Inc. TXͲPHͲGCͲ101619ͲJRT G2GeneralContractors TXͲNTͲGCͲ101619ͲGGC G2GeneralContractors TXͲNTͲRCͲ101619ͲGGC DallasHarmonyConstruction,LLC TXͲNTͲGCͲ101619ͲDHC DallasHarmonyConstruction,LLC TXͲNTͲPͲ101619ͲDHC DallasHarmonyConstruction,LLC TXͲNTͲFͲ101619ͲDHC FreedomConstructionͲaseriesoftFgCompanies,LLC TXͲNTͲGCͲ101619ͲFRC TeinertConstruction TXͲPHͲGCͲ101619ͲTCB SDB,Inc. TXͲPHͲGCͲ101619ͲSDB LeeConstructionandMaintenanceCompany TXͲNTͲFͲ101619ͲLCM TeinertConstruction TXͲNTͲGCͲ101619ͲTCB COREConstructionServicesofTexas,Inc. TXͲNTͲGCͲ101619ͲCCT HenthornCommercialConstruction,LLC TXͲNTͲGCͲ101619ͲHCL COREConstructionServicesofTexas,Inc. TXͲPHͲFͲ101619ͲCCT F.H.Paschen,S.N.Nielsen&Associates,LLC TXͲNTͲGCͲ101619ͲFHP SDB,Inc. TXͲNTͲGCͲ101619ͲSDB COREConstructionServicesofTexas,Inc. TXͲNTͲFͲ101619ͲCCT F.H.Paschen,S.N.Nielsen&Associates,LLC TXͲPHͲGCͲ101619ͲFHP NouveauConstructionandTechnologyServices,LP TXͲNTͲGCͲ101619ͲNCT HenthornCommercialConstruction,LLC TXͲPHͲGCͲ101619ͲHCL JuliusKaazConstructionCompany,Inc. MOͲKCͲP01Ͳ111319ͲJKC StraubConstructionCompany,Inc. KSͲEͲGC01Ͳ111319ͲSTC BKMConstruction,LLC MOͲKCͲGC02Ͳ111319ͲBKM StraubConstructionCompany,Inc. MOͲKCͲGC04Ͳ111319ͲSTC RoofConnectLogistics,Inc. KSͲEͲR02Ͳ111319ͲRCL RoofConnectLogistics,Inc. MOͲKCͲR02Ͳ111319ͲRCL JuliusKaazConstructionCompany,Inc. MOͲKCͲGC01Ͳ111319ͲJKC MTSContracting,Inc. MOͲKCͲGC03Ͳ111319ͲMTS BKMConstruction,LLC KSͲWͲGC01Ͳ111319ͲBKM RoofConnectLogistics,Inc. KSͲWͲR02Ͳ111319ͲRCL PlatinumRoofing,Inc. KSͲEͲR01Ͳ111319ͲPLR PlatinumRoofing,Inc. KSͲWͲR01Ͳ111319ͲPLR MTSContracting,Inc. KSͲEͲGC03Ͳ111319ͲMTS PlatinumRoofing,Inc. MOͲKCͲR01Ͳ111319ͲPLR BKMConstruction,LLC KSͲEͲGC02Ͳ111319ͲBKM 092222-CMM Rev. 3/2022 1 Solicitation Number: RFP #092222 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Cummins Inc., 500 Jackson Street, Box 3005, Columbus, IN 47201 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Electrical Energy Power Generation Equipment with Related Parts, Supplies, and Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires November 22, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 092222-CMM Rev. 3/2022 2 Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer used, close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. All equipment purchased pursuant to this Contract is governed by the express written manufacturer’s warranty (the “Warranty”) and is the only warranty offered on the equipment. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE WARRANTY, THERE ARE NO OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES PROVIDED IN THE WARRANTY SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. Supplier further warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. 092222-CMM Rev. 3/2022 3 Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This 092222-CMM Rev. 3/2022 4 approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 092222-CMM Rev. 3/2022 5 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. 092222-CMM Rev. 3/2022 6 E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address; x Participating Entity City; x Participating Entity State/Province; x Participating Entity Zip/Postal Code; x Participating Entity Contact Name; x Participating Entity Contact Email Address; x Participating Entity Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Supplier. 092222-CMM Rev. 3/2022 7 B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed 092222-CMM Rev. 3/2022 8 assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any third party claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any negligent act or omission or willful misconduct in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. To the maximum extent permitted by law, in no event will Supplier be liable under this Contract for consequential, incidental, or special damages, including without limitation any lost opportunity damages or lost profits, or savings, loss of use, loss of data, or downtime, even if it has been advised of their possible existence. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell 092222-CMM Rev. 3/2022 9 under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. 092222-CMM Rev. 3/2022 10 C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed 092222-CMM Rev. 3/2022 11 work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: 092222-CMM Rev. 3/2022 12 $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. 092222-CMM Rev. 3/2022 13 B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 092222-CMM Rev. 3/2022 14 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to 092222-CMM Rev. 3/2022 15 laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. 092222-CMM Rev. 3/2022 16 E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 092222-CMM Rev. 3/2022 17 J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to 092222-CMM Rev. 3/2022 18 the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Cummins Inc. By: __________________________ By: __________________________ Jeremy Schwartz James Stalnaker Title: Chief Procurement Officer Title: National Accounts Sales Director Date: ________________________ Date: ________________________ 092222-CMM Rev. 3/2022 19 Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________ 5)3(OHFWULFDO(QHUJ\3RZHU*HQHUDWLRQ(TXLSPHQWZLWK 5HODWHG3DUWV6XSSOLHVDQG6HUYLFHV 9HQGRU'HWDLOV &RPSDQ\1DPH &XPPLQV,QF 'RHV\RXUFRPSDQ\FRQGXFW EXVLQHVVXQGHUDQ\RWKHUQDPH",I \HVSOHDVHVWDWH &661$ $GGUHVV -DFNVRQ6WUHHW &ROXPEXV,QGLDQD &RQWDFW .LUN$GDPV (PDLO NLUNHDGDPV#FXPPLQVFRP 3KRQH )D[ +67 6XEPLVVLRQ'HWDLOV &UHDWHG2Q )ULGD\$XJXVW 6XEPLWWHG2Q 7KXUVGD\6HSWHPEHU 6XEPLWWHG%\ .LUN$GDPV (PDLO NLUNHDGDPV#FXPPLQVFRP 7UDQVDFWLRQHEDEIEFDIIFDH 6XEPLWWHU V,3$GGUHVV Bid Number: RFP 092222 Vendor Name: Cummins Inc. 6SHFLILFDWLRQV 7DEOH3URSRVHU,GHQWLW\ $XWKRUL]HG5HSUHVHQWDWLYHV *HQHUDO,QVWUXFWLRQVDSSOLHVWRDOO7DEOHV6RXUFHZHOOSUHIHUVDEULHIEXWWKRURXJKUHVSRQVHWRHDFKTXHVWLRQ'RQRWPHUHO\DWWDFK DGGLWLRQDOGRFXPHQWVWR\RXUUHVSRQVHZLWKRXWDOVRSURYLGLQJDVXEVWDQWLYHUHVSRQVH'RQRWOHDYHDQVZHUVEODQNUHVSRQG³1$´LIWKH TXHVWLRQGRHVQRWDSSO\WR\RXSUHIHUDEO\ZLWKDQH[SODQDWLRQ /LQH ,WHP 4XHVWLRQ 5HVSRQVH 3URSRVHUௐ/HJDOௐ1DPHௐRQHௐOHJDOௐHQWLW\ௐRQO\ௐௐ ,QௐWKHௐHYHQWௐRIௐDZDUGௐZLOOௐH[HFXWHௐWKHௐUHVXOWLQJௐFRQWUDFWௐDVௐ6XSSOLHU &XPPLQVௐ,QF ,GHQWLI\ௐDOOௐVXEVLGLDU\ௐHQWLWLHVௐRIௐWKHௐ3URSRVHUௐZKRVHௐHTXLSPHQWௐSURGXFWVௐRUௐVHUYLFHVௐDUHௐ LQFOXGHGௐLQௐWKHௐ3URSRVDO &XPPLQVௐ3RZHUௐ6\VWHPV&XPPLQVௐ'LVWULEXWLRQௐ%XVLQHVV ,GHQWLI\ௐDOOௐDSSOLFDEOHௐDVVXPHGௐQDPHVௐRUௐ'%$ௐ QDPHVௐRIௐWKHௐ3URSRVHUௐRUௐ3URSRVHU Vௐ VXEVLGLDULHVௐLQௐ/LQHௐௐRUௐ/LQHௐௐDERYH &XPPLQVௐ6DOHVௐDQGௐ6HUYLFHௐ1RUWKௐ$PHULFDௐ&661$ௐ&XPPLQVௐ6RXWKHUQௐ3ODLQVௐ 3RZHU 3URYLGHௐ\RXUௐ&$*(ௐFRGHௐRUௐ8QLTXHௐ(QWLW\ௐ ,GHQWLILHUௐ6$0 &DJHௐ&RGHௐ+ 6$0ௐ5HJLVWUDWLRQௐ3<0ௐ>@ 3URSRVHUௐ3K\VLFDOௐ$GGUHVV ௐ-DFNVRQௐ6WUHHWௐ%R[ௐௐ&ROXPEXVௐ,1ௐ 3URSRVHUௐZHEVLWHௐDGGUHVVௐRUௐDGGUHVVHVZZZ&XPPLQVFRP 3URSRVHU Vௐ$XWKRUL]HGௐ5HSUHVHQWDWLYHௐQDPHௐ WLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐSKRQHௐ7KHௐ UHSUHVHQWDWLYHௐPXVWௐKDYHௐDXWKRULW\ௐWRௐVLJQௐ WKHௐ³3URSRVHU¶Vௐ$VVXUDQFHௐRIௐ&RPSOLDQFH´ௐRQௐEHKDOIௐRIௐWKHௐ3URSRVHUௐDQGௐLQௐWKHௐHYHQWௐRIௐ DZDUGௐZLOOௐEHௐH[SHFWHGௐWRௐH[HFXWHௐWKHௐ UHVXOWLQJௐFRQWUDFW -DPHVௐ6WDOQDNHU 1DWLRQDOௐ$FFRXQWVௐ6DOHVௐ'LUHFWRU MDPHVOVWDOQDNHU#FXPPLQVFRP 3URSRVHU VௐSULPDU\ௐFRQWDFWௐIRUௐWKLVௐSURSRVDOௐ QDPHௐWLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐSKRQH .LUNௐ$GDPV 6DOHVௐ([HFXWLYH ௐQGௐ$YHௐ1RUWKௐ0DSOHௐ*URYHௐ01ௐௐ NLUNHDGDPV#FXPPLQVFRP 3URSRVHU VௐRWKHUௐFRQWDFWVௐIRUௐWKLVௐSURSRVDOௐLIௐ DQ\ௐQDPHௐWLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐ SKRQH -DLPHௐ)HUJXVRQ $FFRXQWௐ0DQDJHUௐௐ*RYHUQPHQWௐ6DOHV MDPLHIHUJXVRQ#FXPPLQVFRP Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH&RPSDQ\,QIRUPDWLRQDQG)LQDQFLDO6WUHQJWK /LQH,WHP 4XHVWLRQ 5HVSRQVH 3URYLGHௐDௐEULHIௐKLVWRU\ௐRIௐ\RXUௐFRPSDQ\ௐ LQFOXGLQJௐ\RXUௐFRPSDQ\¶VௐFRUHௐYDOXHVௐ EXVLQHVVௐSKLORVRSK\ௐDQGௐLQGXVWU\ௐORQJHYLW\ௐUHODWHGௐWRௐWKHௐUHTXHVWHGௐHTXLSPHQWௐSURGXFWVௐ RUௐVHUYLFHV &XPPLQVௐ,QFௐ(VWDEOLVKௐLQௐௐLVௐDௐௐ\HDUௐROGௐ$PHULFDQௐPXOWLQDWLRQDOௐ FRUSRUDWLRQௐWKDWௐGHVLJQVௐPDQXIDFWXUHVௐDQGௐGLVWULEXWHVௐHQJLQHVௐILOWUDWLRQௐDQGௐSRZHUௐ JHQHUDWLRQௐSURGXFWVௐௐ+HDGTXDUWHUHGௐLQௐ&ROXPEXVௐ,QGLDQDௐ&XPPLQVௐKDVௐௐFRQVHFXWLYHௐ\HDUVௐRQௐ(WKLVSKHUHௐ:RUOG Vௐ0RVWௐ(WKLFDOௐ&RPSDQLHVௐOLVWௐௐ2XUௐPLVVLRQௐ LVௐ0DNLQJௐSHRSOH¶VௐOLYHVௐEHWWHUௐE\ௐSRZHULQJௐDௐPRUHௐSURVSHURXVௐZRUOGௐ2XUௐYLVLRQௐ LVௐ,QQRYDWLQJௐIRUௐRXUௐFXVWRPHUVௐWRௐSRZHUௐWKHLUௐVXFFHVVௐௐ 2XUௐYDOXHVௐDUHௐDVௐIROORZVௐ ,17(*5,7<ௐௐ'RLQJௐZKDWௐ\RXௐVD\ௐ\RXௐZLOOௐGRௐDQGௐGRLQJௐZKDWௐLVௐULJKW ',9(56,7<ௐ$1'ௐ,1&/86,21ௐௐ9DOXLQJௐDQGௐLQFOXGLQJௐRXUௐGLIIHUHQFHVௐLQௐGHFLVLRQௐ PDNLQJௐLVௐRXUௐFRPSHWLWLYHௐDGYDQWDJH&$5,1*ௐௐ'HPRQVWUDWLQJௐDZDUHQHVVௐDQGௐFRQVLGHUDWLRQௐIRUௐWKHௐZHOOEHLQJௐRIௐRWKHUV (;&(//(1&(ௐௐ$OZD\VௐGHOLYHULQJௐVXSHULRUௐUHVXOWV 7($0:25.ௐௐ&ROODERUDWLQJௐDFURVVௐWHDPVௐIXQFWLRQVௐEXVLQHVVHVௐDQGௐERUGHUVௐWRௐ GHOLYHUௐWKHௐEHVWௐZRUN :KDWௐDUHௐ\RXUௐFRPSDQ\¶VௐH[SHFWDWLRQVௐLQௐWKHௐ HYHQWௐRIௐDQௐDZDUG" 7RௐZRUNௐZLWKௐ6RXUFHZHOOௐWRௐJURZௐRXUௐVDOHVௐWRௐ6RXUFHZHOOௐ0HPEHUVௐE\ௐSURYLGLQJௐ VXSHULRUௐSURGXFWVௐDQGௐVHUYLFHVௐDWௐWKHௐEHVWௐSULFH 'HPRQVWUDWHௐ\RXUௐILQDQFLDOௐVWUHQJWKௐDQGௐ VWDELOLW\ௐZLWKௐPHDQLQJIXOௐGDWDௐ7KLVௐFRXOGௐLQFOXGHௐVXFKௐLWHPVௐDVௐILQDQFLDOௐVWDWHPHQWVௐ 6(&ௐILOLQJVௐFUHGLWௐDQGௐERQGௐUDWLQJVௐOHWWHUVௐ RIௐFUHGLWௐDQGௐGHWDLOHGௐUHIHUHQFHௐOHWWHUVௐ 8SORDGௐVXSSRUWLQJௐGRFXPHQWVௐDVௐDSSOLFDEOHௐLQௐWKHௐGRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐ UHVSRQVH 6HHௐDWWDFKHGௐௐ$QQXDOௐ5HSRUWௐௐ&XPPLQVௐUDQNVௐௐLQௐWKHௐ6 3ௐ :KDWௐLVௐ\RXUௐ86ௐPDUNHWௐVKDUHௐIRUௐWKHௐ VROXWLRQVௐWKDWௐ\RXௐDUHௐSURSRVLQJ" $SSUR[ௐௐPDUNHWௐVKDUH :KDWௐLVௐ\RXUௐ&DQDGLDQௐPDUNHWௐVKDUHௐIRUௐWKHௐ VROXWLRQVௐWKDWௐ\RXௐDUHௐSURSRVLQJ" $SSUR[ௐௐPDUNHWௐVKDUH +DVௐ\RXUௐEXVLQHVVௐHYHUௐSHWLWLRQHGௐIRUௐ EDQNUXSWF\ௐSURWHFWLRQ"ௐ,IௐVRௐH[SODLQௐLQௐGHWDLO 1R +RZௐLVௐ\RXUௐRUJDQL]DWLRQௐEHVWௐGHVFULEHGௐLVௐ LWௐDௐPDQXIDFWXUHUௐDௐGLVWULEXWRUGHDOHUUHVHOOHUௐ RUௐDௐVHUYLFHௐSURYLGHU"ௐௐ$QVZHUௐZKLFKHYHUௐTXHVWLRQௐHLWKHUௐDௐRUௐEௐMXVWௐEHORZௐEHVWௐ DSSOLHVௐWRௐ\RXUௐRUJDQL]DWLRQ Dௐௐௐௐ,Iௐ\RXUௐFRPSDQ\ௐLVௐEHVWௐGHVFULEHGௐDVௐ DௐGLVWULEXWRUGHDOHUUHVHOOHUௐRUௐVLPLODUௐHQWLW\ௐ SURYLGHௐ\RXUௐZULWWHQௐDXWKRUL]DWLRQௐWRௐDFWௐDVௐDௐ GLVWULEXWRUGHDOHUUHVHOOHUௐIRUௐWKHௐPDQXIDFWXUHUௐ RIௐWKHௐSURGXFWVௐSURSRVHGௐLQௐWKLVௐ5)3ௐ,Iௐ DSSOLFDEOHௐLVௐ\RXUௐGHDOHUௐQHWZRUNௐ LQGHSHQGHQWௐRUௐFRPSDQ\ௐRZQHG"Eௐௐௐௐ,Iௐ\RXUௐFRPSDQ\ௐLVௐEHVWௐGHVFULEHGௐDVௐ DௐPDQXIDFWXUHUௐRUௐVHUYLFHௐSURYLGHUௐGHVFULEHௐ \RXUௐUHODWLRQVKLSௐZLWKௐ\RXUௐVDOHVௐDQGௐVHUYLFHௐ IRUFHௐDQGௐZLWKௐ\RXUௐGHDOHUௐQHWZRUNௐLQௐGHOLYHULQJௐWKHௐSURGXFWVௐDQGௐVHUYLFHVௐ SURSRVHGௐLQௐWKLVௐ5)3ௐ$UHௐWKHVHௐLQGLYLGXDOVௐ \RXUௐHPSOR\HHVௐRUௐWKHௐHPSOR\HHVௐRIௐDௐWKLUGௐ SDUW\" &XPPLQVௐLVௐDௐYHUWLFDOO\ௐLQWHJUDWHGௐPDQXIDFWXUHUௐWKDWௐRZQVௐLWVௐVDOHVௐGLVWULEXWLRQௐDQGௐ VHUYLFHௐQHWZRUNௐௐ&XPPLQVௐ6DOHVௐDQGௐ6HUYLFHௐRSHUDWHௐDFURVVௐௐௐEUDQFKௐ ORFDWLRQௐLQௐWKHௐ86ௐDQGௐ&DQDGDௐௐ&XPPLQVௐLVௐXQLTXHௐLQௐRXUௐLQGXVWU\ௐDVௐZHௐRZQௐRXUௐ1RUWKௐ$PHULFDQௐGLVWULEXWLRQௐௐ$OOௐRWKHUௐFRPSHWLWRUVௐVHOOௐWKURXJKௐUGௐSDUW\ௐLQGHSHQGHQWௐ GHDOHUVௐDQGௐUHVHOOHUVௐௐ:HௐEHOLHYHௐE\ௐRZQLQJௐRXUௐGLVWULEXWLRQௐDQGௐVHUYLFHௐQHWZRUNௐ WKLVௐJLYHVௐ&XPPLQVௐDௐFRPSHWLWLYHௐDGYDQWDJHௐDVௐRXUௐJRDOௐLVௐWRௐRSWLPL]HௐDQGௐ VWDQGDUGL]HௐRXUௐQHWZRUNௐWRௐGHOLYHUௐVXSHULRUௐSURGXFWVௐDQGௐVHUYLFHVௐWRௐGHOLYHUௐDௐVXSHULRUௐFXVWRPHUௐH[SHULHQFHௐDFURVVௐWKHௐ86ௐDQGௐ&DQDGD ,IௐDSSOLFDEOHௐSURYLGHௐDௐGHWDLOHGௐH[SODQDWLRQௐ RXWOLQLQJௐWKHௐOLFHQVHVௐDQGௐFHUWLILFDWLRQVௐWKDWௐDUHௐERWKௐUHTXLUHGௐWRௐEHௐKHOGௐDQGௐDFWXDOO\ௐ KHOGௐE\ௐ\RXUௐRUJDQL]DWLRQௐLQFOXGLQJௐWKLUGௐ SDUWLHVௐDQGௐVXEFRQWUDFWRUVௐWKDWௐ\RXௐXVHௐLQௐ SXUVXLWௐRIௐWKHௐEXVLQHVVௐFRQWHPSODWHGௐE\ௐWKLVௐ5)3 &XPPLQVௐUHTXLUHVௐDOOௐILHOGௐVHUYLFHௐWHFKQLFLDQVௐWRௐEHௐWUDLQHGௐDQGௐFHUWLILHGௐWKURXJKௐLWVௐ LQWHUQDOௐௐWUDLQLQJௐSURJUDPௐௐ7HFKQLFLDQௐOHYHOVௐDUHௐJUDGHVௐௐWKUXௐௐZLWKௐௐEHLQJௐWKHௐKLJKHVWௐOHYHOௐFHUWLILFDWLRQ 3URYLGHௐDOOௐ³6XVSHQVLRQௐRUௐ'HEDUPHQW´ௐ LQIRUPDWLRQௐWKDWௐKDVௐDSSOLHGௐWRௐ\RXUௐ RUJDQL]DWLRQௐGXULQJௐWKHௐSDVWௐWHQௐ\HDUV 1RQH Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH,QGXVWU\5HFRJQLWLRQ 0DUNHWSODFH6XFFHVV /LQH,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐDQ\ௐUHOHYDQWௐLQGXVWU\ௐDZDUGVௐRUௐ UHFRJQLWLRQௐWKDWௐ\RXUௐFRPSDQ\ௐKDVௐUHFHLYHGௐ LQௐWKHௐSDVWௐILYHௐ\HDUV &XPPLQV ௐUDQNௐRQௐ1HZVZHHN VௐOLVWௐRIௐ$PHULFD Vௐ0RVWௐ5HVSRQVLEOHௐ&RPSDQLHVௐ &XPPLQVௐUHFHLYHGௐDௐSHUIHFWௐVFRUHௐIRUௐDௐWKௐFRQVHFXWLYHௐ\HDUௐLQௐWKHௐ&RUSRUDWHௐ(TXDOLW\ௐ,QGH[ௐDZDUGHGௐE\ௐWKHௐ+XPDQௐ5LJKWVௐ&DPSDLJQௐ7KHௐJURXSௐLVௐWKHௐODUJHVWௐ 86ௐFLYLOௐULJKWVௐRUJDQL]DWLRQௐIRUௐOHVELDQௐJD\ௐELVH[XDOௐDQGௐWUDQVJHQGHUௐ/*%7ௐ HPSOR\HHV )RUEHVௐPDJD]LQH¶VௐOLVWௐRIௐWKHௐ7RSௐௐ(PSOR\HUVௐLQௐ$PHULFDௐ7KHௐOLVWௐZDVௐEDVHGௐRQௐDௐVXUYH\ௐRIௐPRUHௐWKDQௐௐ$PHULFDQௐZRUNHUVௐDWௐODUJHௐ86ௐILUPVௐRUௐLQVWLWXWLRQV &XPPLQVௐZDVௐQDPHGௐRQHௐRIௐWKHௐ7RSௐௐ&RPSDQLHVௐIRUௐ'LYHUVLW\ௐE\ௐ'LYHUVLW\ௐ,QFௐ PDJD]LQHௐIRUௐDௐQLQWKௐFRQVHFXWLYHௐ\HDUௐ&XPPLQVௐUDQNHGௐVWௐRQௐWKHௐPDJD]LQH¶VௐOLVW :KDWௐSHUFHQWDJHௐRIௐ\RXUௐVDOHVௐDUHௐWRௐWKHௐ JRYHUQPHQWDOௐVHFWRUௐLQௐWKHௐSDVWௐWKUHHௐ\HDUV $SSUR[ௐ :KDWௐSHUFHQWDJHௐRIௐ\RXUௐVDOHVௐDUHௐWRௐWKHௐ HGXFDWLRQௐVHFWRUௐLQௐWKHௐSDVWௐWKUHHௐ\HDUV $SSUR[ௐ /LVWௐDQ\ௐVWDWHௐSURYLQFLDOௐRUௐFRRSHUDWLYHௐ SXUFKDVLQJௐFRQWUDFWVௐWKDWௐ\RXௐKROGௐ:KDWௐLVௐ WKHௐDQQXDOௐVDOHVௐYROXPHௐIRUௐHDFKௐRIௐWKHVHௐ FRQWUDFWVௐRYHUௐWKHௐSDVWௐWKUHHௐ\HDUV" &XUUHQWO\ௐZHௐKDYHௐ6RXUFHZHOOௐ$SSUR[ௐ0ௐDQQXDOௐVDOHVௐ+*$&ௐ$SSUR[ௐ.ௐ DQQXDOௐVDOHVௐ(TXDOLVௐௐVDOHVௐWRௐGDWH /LVWௐDQ\ௐ*6$ௐFRQWUDFWVௐRUௐ6WDQGLQJௐ2IIHUVௐ DQGௐ6XSSO\ௐ$UUDQJHPHQWVௐ626$ௐWKDWௐ\RXௐ KROGௐ:KDWௐLVௐWKHௐDQQXDOௐVDOHVௐYROXPHௐIRUௐ HDFKௐRIௐWKHVHௐFRQWUDFWVௐRYHUௐWKHௐSDVWௐWKUHHௐ \HDUV" :HௐDUHௐFXUUHQWO\ௐLQௐSURFHVVௐRIௐUHVXEPLWWLQJௐWRௐ*6$ 7DEOH5HIHUHQFHV7HVWLPRQLDOV /LQH,WHP6XSSO\UHIHUHQFHLQIRUPDWLRQIURPWKUHHFXVWRPHUVZKRDUHHOLJLEOHWREH6RXUFHZHOOSDUWLFLSDWLQJHQWLWLHV (QWLW\1DPH &RQWDFW1DPH 3KRQH1XPEHU 0XQLFLSDOௐ(QJLQHHU'LUHFWRUௐRIௐ3XEOLFௐ:RUNV 7RZQVKLSௐRIௐ:HVWௐ2UDQJH /HRQDUGௐ5ௐ/HSRUHௐ3( ௐ :HVWௐ1HZௐ<RUNௐ%RDUGௐRIௐ(GXFDWLRQ -DFNLHௐ=RLV ௐ([Wௐ %XUOLQJWRQௐ7RZQVKLSௐ1- *HRUJHௐ&RROLGJH ௐ &LW\ௐRIௐ9LQHODQG 0HUFDGRௐ0LJXHO ௐ Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH7RS)LYH*RYHUQPHQWRU(GXFDWLRQ&XVWRPHUV /LQH,WHP3URYLGHDOLVWRI\RXUWRSILYHJRYHUQPHQWHGXFDWLRQRUQRQSURILWFXVWRPHUVHQWLW\QDPHLVRSWLRQDOLQFOXGLQJHQWLW\ W\SHWKHVWDWHRUSURYLQFHWKHHQWLW\LVORFDWHGLQVFRSHRIWKHSURMHFWVVL]HRIWUDQVDFWLRQVDQGGROODUYROXPHVIURPWKHSDVWWKUHH \HDUV (QWLW\1DPH (QWLW\7\SH 6WDWH 3URYLQFH 6FRSHRI:RUN 6L]HRI7UDQVDFWLRQV 'ROODU9ROXPH3DVW7KUHH <HDUV 86ௐ$UP\ *RYHUQPHQW 'LVWULFWRI &ROXPELD'& $$036ௐ$GYDQFHGௐ0HGLXPௐ 0RELOHௐ3RZHUௐ3URJUDP ௐ0ௐDYJௐVDOH 0 86ௐ$LUIRUFH *RYHUQPHQW 'LVWULFWRI &ROXPELD'& %($5ௐ%DVLFௐ([SHGLWLRQDU\ௐ $LUILHOGௐ5HVRXUFH ௐDYJௐVDOH ௐ0 6FKRROVௐDWௐDOOௐ OHYHOVௐRIௐ HGXFDWLRQௐLQௐ DOOௐௐVWDWHVௐDQGௐ&DQDGLDQௐ 3URYLQFHV (GXFDWLRQ $ODEDPD$/ $SSUR[ௐௐRIௐ&XPPLQVௐ6DOHVௐ RFFXUௐWRௐ(GXFDWLRQDOௐFXVWRPHUV ௐௐNௐDYJௐVDOH % 6WDWHௐ*RY WௐLQௐ DOOௐௐVWDWHVௐ DQGௐ&DQDGDௐ 3URYLQFHV *RYHUQPHQW $ODEDPD$/ $SSUR[ௐௐRIௐ&XPPLQVௐ6DOHVௐ RFFXUௐWRௐ6WDWHௐ*RYHUQPHQWௐHQWLWLHV .ௐDYJௐVDOH % 1RQௐ3URILWVௐLQௐ DOOௐௐVWDWHVௐDQGௐ&DQDGLDQௐ 3URYLQFHV 1RQ3URILW $ODEDPD$/ $SSUR[ௐௐRIௐ&XPPLQVௐ6DOHVௐ RFFXUௐWRௐ1RQ3URILWV ௐ.ௐDYJௐVDOH 0 Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH$ELOLW\WR6HOODQG'HOLYHU6HUYLFH 'HVFULEH\RXUFRPSDQ\¶VFDSDELOLW\WRPHHWWKHQHHGVRI6RXUFHZHOOSDUWLFLSDWLQJHQWLWLHVDFURVVWKH86DQG&DQDGDDVDSSOLFDEOH <RXUUHVSRQVHVKRXOGDGGUHVVLQGHWDLODWOHDVWWKHIROORZLQJDUHDVORFDWLRQVRI\RXUQHWZRUNRIVDOHVDQGVHUYLFHSURYLGHUVWKHQXPEHU RIZRUNHUVIXOOWLPHHTXLYDOHQWVLQYROYHGLQHDFKVHFWRUZKHWKHUWKHVHZRUNHUVDUH\RXUGLUHFWHPSOR\HHVRUHPSOR\HHVRIDWKLUG SDUW\DQGDQ\RYHUODSEHWZHHQWKHVDOHVDQGVHUYLFHIXQFWLRQV /LQH ,WHP 4XHVWLRQ 5HVSRQVH 6DOHVௐIRUFH $SSUR[ௐௐ3RZHUௐ*HQHUDWLRQௐVDOHVௐSURIHVVLRQDOVௐVXSSRUWHGௐE\ௐ3URMHFWௐ0DQDJHUVௐ DQGௐ6HUYLFHௐSHUVRQQHO 'HDOHUௐQHWZRUNௐRUௐRWKHUௐGLVWULEXWLRQௐ PHWKRGV &XPPLQVௐRSHUDWHVௐJOREDOO\ௐDFURVVௐௐFRXQWULHVௐௐ,Qௐ1RUWKௐ$PHULFDௐZHௐFRQGXFWௐ EXVLQHVVௐDVௐ&XPPLQVௐ6DOHVௐDQGௐ6HUYLFHௐ1RUWKHUௐ$PHULFDௐ&661$ௐௐ,Qௐ1RUWKௐ $PHULFDௐZHௐKDYHௐVDOHVௐDQGௐVHUYLFHௐSHUVRQQHOௐRSHUDWLQJௐDFURVVௐௐEUDQFKௐDQGௐSDUWVௐGLVWULEXWLRQௐFHQWHUVௐௐ:HௐIHHOௐWKLVௐJLYHVௐXVௐVWUDWHJLFௐFRQWUROௐRYHUௐLQYHQWRULHVௐ SDUWVௐVWRFNLQJௐDQGௐGHSOR\PHQWVௐRIௐVHUYLFHௐSHUVRQQHOௐWKDWௐLVௐXQLTXHௐLQௐRXUௐLQGXVWU\ 6HUYLFHௐIRUFH $SSUR[ௐௐFHUWLILHGௐWHFKQLFLDQVௐRSHUDWLQJௐDFURVVௐௐEUDQFKSDUWVVHUYLFHௐFHQWHUVௐௐ 2XUௐJRDOௐLVௐQRWKLQJௐVKRUWௐRIௐVHUYLFHௐH[FHOOHQFHௐௐ6HUYLFHௐLVௐFULWLFDOௐWRௐRXUௐEXVLQHVVௐ PRGHOௐDQGௐWKDWௐFDQௐRQO\ௐEHௐDFKLHYHGௐE\ௐFRQWLQXRXVௐLPSURYHPHQWௐௐௐ7KLVௐDSSOLHVௐ IURPௐUHVSRQVHௐWLPHVௐWRௐSDUWVௐRUௐVHUYLFHௐGHOLYHULHVௐௐ,QௐVKRUWௐGRLQJௐZKDWௐZHௐVD\ௐZKHQௐZHௐVD\ௐDOOௐWKHௐWLPHௐ )285ௐ32,176ௐ2)ௐ7+(ௐ6(59,&(ௐ9$/8(ௐ352326,7,21 ௐ5HSDLUௐ9HORFLW\ௐ±ௐ(QKDQFHௐ8SWLPHௐIRUௐWKHௐ&XVWRPHUௐௐ([WHQVLYHௐORJLVWLFVௐQHWZRUNௐSURYLGHVௐWKHௐDYDLODELOLW\ௐRIௐSDUWVௐQHFHVVDU\ௐWRௐGHOLYHUௐWLPHO\ௐUHSDLUV ௐ5HSDLUௐ4XDOLW\ௐ±ௐ3HDFHௐRIௐ0LQGௐ2XUௐH[WHQVLYHௐH[SHULHQFHௐGHGLFDWHGௐWRௐWKHௐ &XPPLQVௐSURGXFWVௐPDNHVௐXVௐWKHௐVHUYLFHௐH[SHUWVௐௐ%HVWLQFODVVௐWUDLQLQJௐSURJUDPVௐIRUௐ WHFKQLFLDQVௐௐ6HUYLFHௐ([FHOOHQFHௐ±ௐ5HOLDELOLW\ௐDQGௐ&RQVLVWHQF\ௐௐௐ3UHGLFWLYHௐPDLQWHQDQFHௐ VROXWLRQVௐXWLOL]HௐGDWDௐDQGௐDQDO\WLFVௐWRௐSUHHPSWௐIDLOXUHVௐEHIRUHௐWKH\ௐRFFXU ௐ6HUYLFHௐ,QQRYDWLRQௐ±ௐ)OH[LELOLW\ௐDQGௐ&UHDWLYLW\ௐ7HFKQLFLDQVௐWKDWௐUHPDLQௐRQVLWHௐDWௐ FXVWRPHUV¶ௐSODFHVௐRIௐEXVLQHVVௐDQGௐDUHௐGHGLFDWHGௐWRௐVSHFLILFௐFXVWRPHUVௐௐௐ%XPSHUௐWRௐ EXPSHUௐVHUYLFHௐFDSDELOLWLHV 'HVFULEHௐWKHௐRUGHULQJௐSURFHVVௐ,IௐRUGHUVௐZLOOௐEHௐKDQGOHGௐE\ௐGLVWULEXWRUVௐGHDOHUVௐRUௐ RWKHUVௐH[SODLQௐWKHௐUHVSHFWLYHௐUROHVௐRIௐWKHௐ 3URSRVHUௐDQGௐRWKHUV 2UGHUVௐZLOOௐEHௐKDQGOHGௐE\ௐWKHௐORFDOௐ&661$ௐVDOHVௐWHDPௐௐ7KHௐ6RXUFHZHOOௐPHPEHUௐQHHGௐVLPSO\ௐFRQQHFWௐZLWKௐWKHௐQDWLRQDOௐDFFRXQWௐPDQDJHUௐௐ7KHௐDFFRXQWௐPDQDJHUௐZLOOௐ WKHQௐUHDFKௐRXWௐWRௐWKHௐORFDOௐVDOHVௐWRௐFRQWDFWௐWKHௐPHPEHUௐ7KHௐORFDOௐVDOHVௐUHSௐZLOOௐ FRQQHFWௐZLWKௐWKHௐ6RXUFHZHOOௐPHPEHUௐDQGௐZRUNௐZLWKௐWKHPௐRQௐSURGXFWௐFRQILJXUDWLRQௐ ORFDOௐFRGHVௐDQGௐVWDQGDUGVௐDSSOLFDWLRQௐFRPPLVVLRQLQJௐDQGௐSUHYHQWDWLYHௐPDLQWHQDQFHௐ RSWLRQV 'HVFULEHௐLQௐGHWDLOௐWKHௐSURFHVVௐDQGௐSURFHGXUHௐRIௐ\RXUௐFXVWRPHUௐVHUYLFHௐ SURJUDPௐLIௐDSSOLFDEOHௐௐ,QFOXGHௐ\RXUௐ UHVSRQVHWLPHௐFDSDELOLWLHVௐDQGௐ FRPPLWPHQWVௐDVௐZHOOௐDVௐDQ\ௐLQFHQWLYHVௐWKDWௐKHOSௐ\RXUௐSURYLGHUVௐPHHWௐ\RXUௐVWDWHGௐ VHUYLFHௐJRDOVௐRUௐSURPLVHV &XPPLQVௐ6DOHVௐDQGௐ6HUYLFHௐLVௐFRPPLWWHGௐWRௐSURYLGLQJௐH[FHSWLRQDOௐVDOHVௐVHUYLFHௐDQGௐSDUWVௐVXSSRUWௐDQGௐSUHYHQWDWLYHௐPDLQWHQDQFHௐSURJUDPVௐIRUௐDOOௐ&XPPLQVௐHQJLQHVௐ JHQHUDWRUVௐDQGௐUHODWHGௐFRPSRQHQWVௐ6WDIIHGௐE\ௐ&XPPLQVௐWUDLQHGௐDQGௐFHUWLILHGௐ SURIHVVLRQDOVௐRXUௐIDFLOLWLHVௐSURYLGHௐௐHPHUJHQF\ௐFDOORXWௐVHUYLFHௐௐGD\VௐDௐ\HDUௐ 2XUௐSURPLVHௐLVௐWRௐGHOLYHUௐH[FHSWLRQDOௐSURGXFWVௐGHSHQGDEOHௐVHUYLFHௐDQGௐUHOLDEOHௐVXSSRUWௐZKHQௐDQGௐZKHUHௐ\RXௐQHHGௐLWௐ2XUௐJRDOௐLVௐWRௐNHHSௐ\RXUௐHTXLSPHQWௐRQௐWKHௐ MREௐDQGௐRSHUDWLQJௐDWௐLWVௐSHDNௐHIILFLHQF\ௐ3OHDVHௐYLVLWௐRXUௐORFDWLRQVௐSDJHௐ KWWSVVDOHVDQGVHUYLFHFXPPLQVFRPORFDWLRQV 'HVFULEHௐ\RXUௐDELOLW\ௐDQGௐZLOOLQJQHVVௐWRௐ SURYLGHௐ\RXUௐSURGXFWVௐDQGௐVHUYLFHVௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐLQௐWKHௐ8QLWHGௐ6WDWHV ௐௐ2XUௐJRDOௐLVௐNHHSௐ\RXௐHTXLSPHQWௐRSHUDWLQJௐDWௐSHDNௐHIILFLHQF\ 'HVFULEHௐ\RXUௐDELOLW\ௐDQGௐZLOOLQJQHVVௐWRௐSURYLGHௐ\RXUௐSURGXFWVௐDQGௐVHUYLFHVௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐLQௐ&DQDGD ௐௐ2XUௐJRDOௐLVௐNHHSௐ\RXௐHTXLSPHQWௐRSHUDWLQJௐDWௐSHDNௐHIILFLHQF\ ,GHQWLI\ௐDQ\ௐJHRJUDSKLFௐDUHDVௐRIௐWKHௐ8QLWHGௐ 6WDWHVௐRUௐ&DQDGDௐWKDWௐ\RXௐZLOOௐ127ௐEHௐ IXOO\ௐVHUYLQJௐWKURXJKௐWKHௐSURSRVHGௐFRQWUDFW 1RQH ,GHQWLI\ௐDQ\ௐ6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLW\ௐ VHFWRUVௐLHௐJRYHUQPHQWௐHGXFDWLRQௐQRWIRU SURILWௐWKDWௐ\RXௐZLOOௐ127ௐEHௐIXOO\ௐVHUYLQJௐ WKURXJKௐWKHௐSURSRVHGௐFRQWUDFWௐ([SODLQௐLQௐ GHWDLOௐ)RUௐH[DPSOHௐGRHVௐ\RXUௐFRPSDQ\ௐ KDYHௐRQO\ௐDௐUHJLRQDOௐSUHVHQFHௐRUௐGRௐRWKHUௐ FRRSHUDWLYHௐSXUFKDVLQJௐFRQWUDFWVௐOLPLWௐ\RXUௐDELOLW\ௐWRௐSURPRWHௐDQRWKHUௐFRQWUDFW" 1RQH 'HILQHௐDQ\ௐVSHFLILFௐFRQWUDFWௐUHTXLUHPHQWVௐ RUௐUHVWULFWLRQVௐWKDWௐZRXOGௐDSSO\ௐWRௐRXUௐ SDUWLFLSDWLQJௐHQWLWLHVௐLQௐ+DZDLLௐDQGௐ$ODVNDௐ DQGௐLQௐ86ௐ7HUULWRULHV 1RQH Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH0DUNHWLQJ3ODQ /LQH ,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐ\RXUௐPDUNHWLQJௐVWUDWHJ\ௐIRUௐ SURPRWLQJௐWKLVௐFRQWUDFWௐRSSRUWXQLW\ௐௐ 8SORDGௐUHSUHVHQWDWLYHௐVDPSOHVௐRIௐ\RXUௐ PDUNHWLQJௐPDWHULDOVௐLIௐDSSOLFDEOHௐLQௐWKHௐGRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐ UHVSRQVH 6RXUFHZHOOௐPHPEHUVௐDUHௐRXUௐFXVWRPHUVௐௐ7KHௐGLIIHUHQFHௐLVௐWKDWௐZHௐKDYHௐKLVWRULFDOO\ௐ IROORZHGௐWKHௐELGVSHFௐSURFHVVௐUHTXLUHGௐE\ௐVWDWHௐODZௐRUௐSROLF\ௐௐ:HௐHGXFDWHௐDQGௐSURPRWHௐ 6RXUFHZHOOௐWRௐRXUௐUHJLRQDOௐVDOHVௐWHDPVௐDVௐDௐVWUHDPOLQHGௐSURFHVVௐIRUௐWKHVHௐH[LVWLQJௐ FXVWRPHUVௐ(QFORVHGௐLVௐDௐVDPSOHௐSUHVHQWDWLRQௐWKDWௐZHௐKDYHௐEHHQௐSUHVHQWLQJௐTXDUWHUO\ௐWRௐHGXFDWHௐRXUௐUHJLRQDOௐVDOHVௐWHDPVௐVLQFHௐ 'HVFULEHௐ\RXUௐXVHௐRIௐWHFKQRORJ\ௐDQGௐ GLJLWDOௐGDWDௐHJௐVRFLDOௐPHGLDௐ PHWDGDWDௐXVDJHௐWRௐHQKDQFHௐ PDUNHWLQJௐHIIHFWLYHQHVV &XPPLQVௐXVHVௐVHYHUDOௐGLIIHUHQWௐW\SHVௐRIௐGLJLWDOௐPHGLXP ௐ&50ௐௐ6DOHVIRUFHௐEDVHGௐௐXVHGௐWRௐWUDFNௐDOOௐFXVWRPHUௐFRQWDFWௐTXRWDWLRQVௐRUGHUVௐ SURMHFWௐVWDWXVௐELOOLQJௐHWFௐௐ,WௐLVௐKRZௐZHௐWUDFNௐDOOௐ6RXUFHZHOOௐPHPEHUௐSURMHFWV ௐ/DQGLQJௐ3DJHௐௐௐRIௐKLWVௐLQGLFDWLRQௐLIௐRXUௐPDUNHWௐPHVVDJHVWUDWHJ\ௐLVௐZRUNLQJௐ&XPPLQVௐ:HEௐ3DJHௐௐIUHHௐDFFHVVௐWRௐ7HFKQLFDOௐGRFXPHQWDWLRQௐ3RZHU6XLWHௐDQGௐ $SSOLFDWLRQ7HFKQLFDOௐ6HPLQDUVௐ3RZHU+RXU ௐ:::&XPPLQVFRP ௐௐௐௐௐ$ௐIUHHௐLQGXVWU\ௐOHDGLQJௐRQOLQHௐWRROௐIRUௐSRZHUௐV\VWHPௐSURGXFWௐVL]LQJௐDQGௐௐௐௐௐௐௐVSHFLILFDWLRQௐJHQHUDWLRQ ௐௐ7DUJHWHGௐ'LJLWDOௐௐ+HDOWKFDUH'DWDௐ&HQWHUV(GXFDWLRQ*RYHUQPHQW ௐௐ/DQGLQJௐ3DJHVௐௐ0DUNHWௐVSHFLILFௐWDUJHWLQJ ௐௐ)O\HUVௐௐ3URGXFWௐ%URFKXUHVௐ:KLWHௐSDSHUVௐRQௐDSSOLFDWLRQ ௐௐ%UDQFKௐ6LJQDJHௐௐ/RFDOௐDGYHUWLVLQJ ௐௐ,QWHUQDOௐ&RPPXQLFDWLRQௐௐ)RFXVHGௐPHHWLQJVௐRQௐVSHFLILFௐPDUNHWVௐDQGௐFXVWRPHUV ௐௐ7UDGHௐ6KRZV ,Qௐ\RXUௐYLHZௐZKDWௐLVௐ6RXUFHZHOO¶VௐUROHௐ LQௐSURPRWLQJௐFRQWUDFWVௐDULVLQJௐRXWௐRIௐ WKLVௐ5)3"ௐ+RZௐZLOOௐ\RXௐLQWHJUDWHௐDௐ6RXUFHZHOODZDUGHGௐFRQWUDFWௐLQWRௐ\RXUௐ VDOHVௐSURFHVV" 7KHௐ6RXUFHZHOOௐPDWHULDOௐLVௐH[FHOOHQWௐLQௐFRPPXQLFDWLQJௐDGYDQWDJHVௐWRௐPHPEHUVௐ :HௐVLPSO\ௐXVHௐWKDWௐPDWHULDOௐWRௐHGXFDWHௐDQGௐLQIRUPௐRXUௐRZQௐVDOHVௐIRUFHௐRQௐWKHௐDGYDQWDJHௐ WRௐHQGௐXVHUVௐ:HௐKDYHௐDOVRௐSDUWLFLSDWHGௐLQௐUHJLRQDOௐHYHQWVௐDQGௐWRௐOHDUQௐPRUHௐDERXWௐ6RXUFHZHOOௐDQGௐLWVௐPHPEHUV &XVWRPHUௐௐ3URMHFWௐ7UDFNLQJௐௐ&XPPLQVௐUHTXLUHVௐDOOௐFXVWRPHUௐSURMHFWVௐEHௐORJJHGௐLQWRௐRXUௐ &50ௐ6DOHV)RUFHௐௐ:HௐHVWDEOLVKHGௐDௐWUDFNLQJௐPHFKDQLVPௐIRUௐDOOௐ6RXUFHZHOOௐTXRWDWLRQVௐௐ SURMHFWVௐௐ:HௐDOVRௐUHTXLUHௐDOOௐ6RXUFHZHOOௐSURMHFWVௐWRௐKDYHௐVSHFLILFௐQDPLQJௐFRQYHQWLRQௐDVௐDௐ VHFRQGDU\ௐSURFHVVௐFKHFNௐௐ7KHௐ&50ௐWUDFNVௐIURPௐTXRWHௐWRௐZLQORVVௐWRௐSURMHFWௐVWDWXVௐ WKURXJKௐFORVXUH $UHௐ\RXUௐSURGXFWVௐRUௐVHUYLFHVௐ DYDLODEOHௐWKURXJKௐDQௐHSURFXUHPHQWௐ RUGHULQJௐSURFHVV"ௐ,IௐVRௐGHVFULEHௐ\RXUௐ HSURFXUHPHQWௐV\VWHPௐDQGௐKRZௐJRYHUQPHQWDOௐDQGௐHGXFDWLRQDOௐ FXVWRPHUVௐKDYHௐXVHGௐLW :HௐXVHௐDQGௐVXSSRUWௐVHYHUDOௐGLIIHUHQWௐSURFXUHPHQWௐSRUWDOVௐVXFKௐDVௐ$ULEDௐ2UDFOHௐHWF 7DEOH9DOXH$GGHG$WWULEXWHV /LQH ,WHP 4XHVWLRQ 5HVSRQVH Bid Number: RFP 092222 Vendor Name: Cummins Inc. 'HVFULEHௐDQ\ௐSURGXFWௐHTXLSPHQWௐ PDLQWHQDQFHௐRUௐRSHUDWRUௐWUDLQLQJௐ SURJUDPVௐWKDWௐ\RXௐRIIHUௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐ ,QFOXGHௐGHWDLOVௐVXFKௐDVௐZKHWKHUௐ WUDLQLQJௐLVௐVWDQGDUGௐRUௐRSWLRQDOௐ ZKRௐSURYLGHVௐWUDLQLQJௐDQGௐDQ\ௐFRVWVௐWKDWௐDSSO\ &XPPLQVௐRIIHUVௐDௐH[FHOOHQWௐWHFKQLFDOௐSODWIRUPௐWKDWௐLVௐIUHHௐWRௐDOOௐFXVWRPHUVௐVHHௐEHORZௐௐ,Qௐ DGGLWLRQௐZHௐRIIHUௐIHHௐEDVHGௐKDQGVRQௐ3UHYHQWDWLYHௐ0DLQWHQDQFHௐWUDLQLQJௐWRௐFXVWRPHUVௐWKDWௐ FDQௐEHௐWDLORUHGௐWRௐWKHLUௐQHHGVௐௐ $Q\ௐFXVWRPHUௐFDQௐ&XPPLQVௐIRUௐVHUYLFHௐRUௐWHFKௐVXSSRUW ,QௐDGGLWLRQௐௐWKHUHௐDUHௐIUHHௐRQOLQHௐWHFKQLFDOௐUHVRXUFHVௐDYDLODEOHௐWRௐDQ\ௐFXVWRPHUௐௐ7KHVHௐ LQFOXGHௐERWKௐOLYHௐDQGௐSUHUHFRUGHGௐVHVVLRQௐVXFKௐDV 3RZHU+RXUௐWRSLFௐH[DPSOHVௐௐௐௐ)HDWXUHVௐRIௐ*HQHUDWRUௐ6HWௐ&RQWUROௐ%DVHGௐ3DUDOOHOLQJ ௐௐௐ1)3$ௐௐ7LPHௐWRௐ5HDGLQHVV ௐௐௐ1(&ௐ&RGHௐ&KDQJHVௐIRUௐ(PHUJHQF\ௐ3RZHUௐ6\VWHPV ௐௐௐ6SHFLI\LQJௐ*DVHRXVௐ*HQHUDWRUௐ6HWVௐௐௐ,QWURGXFWLRQௐWRௐ*HQHUDWRUௐ6HWௐ6L]LQJௐ6RIWZDUHௐ ௐௐௐ(PLVVLRQVௐDQGௐ$LUௐ3HUPLWWLQJௐIRUௐ(PHUJHQF\ௐ*HQHUDWRUௐ6HWV ௐௐௐ7UDQVIHUௐ6ZLWFKௐ2SHUDWLRQௐDQGௐ$SSOLFDWLRQ ௐௐௐ3DUDOOHOLQJௐ6ROXWLRQVௐௐௐௐ*HQHUDWRUௐ6HWௐ2YHUFXUUHQWௐ3URWHFWLRQ ௐௐௐ3RZHUௐ5DWLQJVௐIRUௐ(PHUJHQF\ௐ*HQHUDWRUௐ6HWV ௐௐௐ,PSRUWDQFHௐDQGௐ%HQHILWௐRIௐ6HOHFWLYHௐ&RRUGLQDWLRQௐ 7RௐDFFHVVௐWKHௐUHFRUGHGௐZHELQDUVௐRQGHPDQGௐDQGௐGRZQORDGௐSUHVHQWDWLRQVௐYLVLWௐZZZ&XPPLQVFRPௐ$OVRௐDQ\RQHௐFDQௐVXEVFULEHௐWRௐUHFHLYHௐ3RZHU+RXUௐLQYLWDWLRQV 3RZHUௐ6XLWHௐRIIHUVௐWKHௐIROORZLQJௐWRROVௐDQGௐUHVRXUFHV ௐௐ*HQ6L]Hௐௐ6L]LQJௐWRROௐWRௐRSWLPL]HௐJHQHUDWRUௐVL]LQJௐDQGௐORDGௐSURILOHௐUHFRPPHQGDWLRQV ௐௐ*HQ&DOFௐௐ7RROVௐWRௐFDOFXODWHௐDௐUDQJHௐRIௐSURMHFWௐSDUDPHWHUVௐLQFOXGLQJௐYHQWLODWLRQௐVKRUWௐ FLUFXLWௐH[KDXVWௐSUHVVXUHௐUHPRWHௐFRROLQJௐDQGௐIXHOௐSLSHௐVL]LQJௐ ௐௐ*HQ6SHFௐௐ6SHFLILFDWLRQௐGHYHORSPHQWௐWRROௐWRௐSURYLGHௐDௐVDPSOHௐ VSHFLILFDWLRQVௐIRUௐ1RUWKௐ$PHULFDQௐDQGௐ(XURSHDQௐEDVHGௐDSSOLFDWLRQVௐIRUௐ*HQHUDWRUௐ6HWௐ$76ௐ DQGௐ3DUDOOHOLQJௐDSSOLFDWLRQVௐௐ7HFKௐ/LEUDU\ௐௐ7HFKQLFDOௐFDWDORJௐFRQVLVWLQJௐRIௐVSHFLILFDWLRQௐVKHHWVௐGDWDௐVKHHWVௐDQGௐ GUDZLQJVௐIRUௐ*HQHUDWRUௐVHWVௐ$76ௐ5HPRWHௐ0RQLWRULQJௐ1HWZRUNLQJௐDQGௐ3DUDOOHOLQJௐDSSOLFDWLRQV ௐௐ$FFUHGLWHGௐ&RQWLQXLQJௐ(GXFDWLRQௐௐ3URJUDPVௐWKDWௐRIIHUௐHGXFDWLRQDOௐ VHPLQDUVௐDQGௐZHELQDUVௐWRௐJURZௐ\RXUௐWHFKQRORJ\ௐDQGௐIXOILOOௐ\RXUௐFRQWLQXLQJௐSURIHVVLRQDOௐGHYHORSPHQWௐUHTXLUHPHQWV 'HVFULEHௐDQ\ௐWHFKQRORJLFDOௐ DGYDQFHVௐWKDWௐ\RXUௐSURSRVHGௐ SURGXFWVௐRUௐVHUYLFHVௐRIIHU &XPPLQVௐLVௐDௐZRUOGௐOHDGHUௐLQௐHPLVVLRQVௐWHFKQRORJ\ௐZDVௐWKHௐILUVWௐWRௐLQWURGXFHௐPLFUR SURFHVVRUௐEDVHGௐJHQVHWௐFRQWUROVௐDQGௐLW Vௐ$76ௐSURGXFWVௐKDYHௐWKHௐKLJKHVWௐLQWHUUXSWௐUDWLQJVௐLQௐ WKHௐLQGXVWU\ 2XUௐVDOHVௐDQGௐVHUYLFHௐSHUVRQQHOௐDUHௐWUDLQHGௐDQGௐFHUWLILHGௐWRௐHQVXUHௐFXVWRPHUVௐUHFHLYHௐ SURIHVVLRQDOௐFDUH 'HVFULEHௐDQ\ௐ³JUHHQ´ௐLQLWLDWLYHVௐWKDWௐUHODWHௐWRௐ\RXUௐFRPSDQ\ௐRUௐWRௐ \RXUௐSURGXFWVௐRUௐVHUYLFHVௐDQGௐ LQFOXGHௐDௐOLVWௐRIௐWKHௐFHUWLI\LQJௐ DJHQF\ௐIRUௐHDFK &XPPLQVௐLVௐFRPPLWWHGௐWRௐLWVௐ3ODQHWௐௐ=HURௐ(PLVVLRQVௐ6WUDWHJ\ௐௐ7KHௐIROORZLQJௐDUHௐௐJRDOௐWRௐKHOSௐDFKLHYHௐWKDWௐVWUDWHJ\ 5HGXFHௐDEVROXWHௐJUHHQKRXVHௐJDVௐ*+*ௐHPLVVLRQVௐIURPௐIDFLOLWLHVௐDQGௐRSHUDWLRQVௐE\ௐ 5HGXFHௐVFRSHௐௐDEVROXWHௐOLIHWLPHௐ*+*ௐHPLVVLRQVௐIURPௐQHZO\ௐVROGௐSURGXFWVௐE\ௐ 3DUWQHUௐZLWKௐFXVWRPHUVௐWRௐUHGXFHௐVFRSHௐௐ*+*ௐHPLVVLRQVௐIURPௐSURGXFWVௐLQௐWKHௐILHOGௐE\ௐௐ PLOOLRQௐPHWULFௐWRQV 5HGXFHௐYRODWLOHௐRUJDQLFௐFRPSRXQGVௐHPLVVLRQVௐIURPௐSDLQWௐDQGௐFRDWLQJௐRSHUDWLRQVௐE\ௐ &UHDWHௐDௐFLUFXODUௐOLIHF\FOHௐSODQௐIRUௐHYHU\ௐSDUWௐWRௐXVHௐOHVVௐXVHௐEHWWHUௐXVHௐDJDLQ *HQHUDWHௐௐOHVVௐZDVWHௐLQௐIDFLOLWLHVௐDQGௐRSHUDWLRQVௐDVௐSHUFHQWௐRIௐUHYHQXH 5HXVHௐRUௐUHVSRQVLEO\ௐUHF\FOHௐௐRIௐSDFNDJLQJௐSODVWLFVௐDQGௐHOLPLQDWHௐVLQJOHXVHௐSODVWLFVௐ LQௐGLQLQJௐIDFLOLWLHVௐHPSOR\HHௐDPHQLWLHVௐDQGௐHYHQWV 5HGXFHௐDEVROXWHௐZDWHUௐFRQVXPSWLRQௐLQௐIDFLOLWLHVௐDQGௐRSHUDWLRQVௐE\ௐ ,GHQWLI\ௐDQ\ௐWKLUGSDUW\ௐLVVXHGௐHFR ODEHOVௐUDWLQJVௐRUௐFHUWLILFDWLRQVௐWKDWௐ \RXUௐFRPSDQ\ௐKDVௐUHFHLYHGௐIRUௐ WKHௐHTXLSPHQWௐRUௐSURGXFWVௐLQFOXGHGௐLQௐ\RXUௐ3URSRVDOௐUHODWHGௐ WRௐHQHUJ\ௐHIILFLHQF\ௐRUௐ FRQVHUYDWLRQௐOLIHF\FOHௐGHVLJQௐ FUDGOHWRFUDGOHௐRUௐRWKHUௐJUHHQVXVWDLQDELOLW\ௐIDFWRUV 7KHUHௐDUHௐWZRௐNH\ௐFHUWLI\LQJௐHQWLWLHVௐWKDWௐDUHௐLPSRUWDQWௐWRௐRXUௐLQGXVWU\ௐDQGௐRXUௐFXVWRPHUVௐ (3$ௐDQGௐ8/ௐௐ$OOௐ&XPPLQVௐSURGXFWVௐDUHௐ(3$ௐFHUWLILHGௐIRUௐHPLVVLRQVௐFRPSOLDQFHௐௐ$OOௐ SURGXFWVௐDUHௐDOVRௐ8/ௐ/LVWHGௐDQGௐWHVWHG ,QௐDGGLWLRQௐ&XPPLQVௐKDVௐEHHQௐQDPHGௐRQHௐRIௐWKHௐZRUOG¶VௐWRSௐௐRUJDQL]DWLRQVௐLQQRYDWLQJௐIRUௐDௐEHWWHUௐHQYLURQPHQWDOௐIXWXUHௐEDVHGௐRQௐDௐUHYLHZௐRIௐWKHௐFRPSDQ\¶Vௐ³*UHHQௐ3DWHQWௐ 3RUWIROLR´ 7KHௐUDQNLQJௐLQௐ6DJDFLRXVௐ,3¶Vௐ*5((1ௐ,QGH[ௐIROORZVௐ&XPPLQV¶ௐUHFRUGௐ\HDUௐIRUௐJOREDOௐ SDWHQWVௐRIௐDOOௐW\SHVௐLQௐௐ7KHௐFRPSDQ\ௐUHFHLYHGௐௐJOREDOௐSDWHQWVௐWKDWௐ\HDUௐWRSSLQJௐLWVௐSUHYLRXVௐUHFRUGௐRIௐௐUHDFKHGௐLQௐௐ7KDW¶VௐDௐQHDUO\ௐௐLPSURYHPHQWௐRYHUௐ&XPPLQV¶ௐ SUHYLRXVௐUHFRUGௐDQGௐDௐPRUHௐWKDQௐௐLQFUHDVHௐRYHUௐ Bid Number: RFP 092222 Vendor Name: Cummins Inc. 'HVFULEHௐDQ\ௐ:RPHQௐRUௐ0LQRULW\ௐ %XVLQHVVௐ(QWLW\ௐ:0%(ௐ6PDOOௐ %XVLQHVVௐ(QWLW\ௐ6%(ௐRUௐYHWHUDQௐ RZQHGௐEXVLQHVVௐFHUWLILFDWLRQVௐWKDWௐ \RXUௐFRPSDQ\ௐRUௐKXEௐSDUWQHUVௐ KDYHௐREWDLQHGௐ8SORDGௐ GRFXPHQWDWLRQௐRIௐFHUWLILFDWLRQௐDVௐDSSOLFDEOHௐLQௐWKHௐGRFXPHQWௐ XSORDGௐVHFWLRQௐRIௐ\RXUௐUHVSRQVH ,QௐFRQFHUWௐZLWKௐWKHௐ:RPHQ Vௐ%XVLQHVVௐ(QWHUSULVHௐ1DWLRQDOௐ&RXQFLOௐ:%(1&ௐ&XPPLQVௐLVௐ SURXGௐWRௐEHௐLQFOXGHGௐRQௐWKHௐWKௐDQQXDOௐOLVWௐRIௐ$PHULFD Vௐ7RSௐ&RUSRUDWLRQVௐIRUௐ:RPHQ Vௐ %XVLQHVVௐ(QWHUSULVHVௐ:%(VௐWKHௐRQO\ௐQDWLRQDOௐDZDUGௐKRQRULQJௐFRUSRUDWLRQVௐIRUௐZRUOGFODVVௐ VXSSOLHUௐGLYHUVLW\ௐSURJUDPVௐWKDWௐUHGXFHௐEDUULHUVௐDQGௐGULYHௐJURZWKௐIRUௐZRPHQRZQHGௐ EXVLQHVVHVௐ$VௐWKHௐRQO\ௐQDWLRQDOௐDZDUGௐKRQRULQJௐFRUSRUDWLRQVௐZKRௐFKRRVHௐWRௐLQFRUSRUDWHௐ SROLFLHVௐDQGௐSURJUDPVௐWRௐHQDEOHௐJURZWKௐDQGௐUHGXFHௐEDUULHUVௐIRUௐZRPHQRZQHGௐEXVLQHVVHVௐ &XPPLQVௐLVௐFRPPLWWHGௐWRௐLQFUHDVLQJௐRSSRUWXQLW\ௐLQௐPDUNHWVௐERWKௐGRPHVWLFDOO\ௐDQGௐLQWHUQDWLRQDOO\ௐIXHOLQJௐLQQRYDWLRQௐDQGௐHPSRZHULQJௐFRPPXQLWLHVௐWKURXJKௐHFRQRPLFௐJURZWKௐDQGௐ MREௐFUHDWLRQௐௐ:%(1&ௐLVௐWKHௐODUJHVWௐWKLUGSDUW\ௐFHUWLILHUௐRIௐEXVLQHVVHVௐRZQHGௐFRQWUROOHGௐ DQGௐRSHUDWHGௐE\ௐZRPHQௐLQௐWKHௐ8QLWHGௐ6WDWHV :KDWௐXQLTXHௐDWWULEXWHVௐGRHVௐ\RXUௐ FRPSDQ\ௐ\RXUௐSURGXFWVௐRUௐ\RXUௐ VHUYLFHVௐRIIHUௐWRௐ6RXUFHZHOOௐ SDUWLFLSDWLQJௐHQWLWLHV"ௐ:KDWௐPDNHVௐ \RXUௐSURSRVHGௐVROXWLRQVௐXQLTXHௐLQௐ \RXUௐLQGXVWU\ௐDVௐLWௐDSSOLHVௐWRௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHV" &XPPLQVௐLVௐDௐZHOOௐNQRZQௐVXSSOLHUௐWRௐPRVWௐ6RXUFHZHOOௐPHPEHUVௐௐ&XPPLQVௐLVௐXQLTXHௐLQௐ WKDWௐLWௐRZQVௐLWVௐ1RUWKௐ$PHULFDQௐGLVWULEXWRUVௐௐ:KLFKௐPHDQVௐPHPEHUVௐDUHௐGHDOLQJௐZLWKௐ &XPPLQVௐ,QFௐDQGௐQRWௐDௐUGௐSDUW\ௐGHDOHUௐRUௐ//&ௐௐ7KLVௐJLYHVௐ&XPPLQVௐGLUHFWௐFRQWUROௐRYHUௐ LVௐVDOHVௐDQGௐVHUYLFHௐRUJDQL]DWLRQVௐௐ:HௐIHHOௐWKLVௐLVௐDௐWUHPHQGRXVௐDGYDQWDJHௐWRௐ6RXUFHZHOOௐ PHPEHUV 7DEOH:DUUDQW\ 'HVFULEHLQGHWDLO\RXUPDQXIDFWXUHUZDUUDQW\SURJUDPLQFOXGLQJFRQGLWLRQVDQGUHTXLUHPHQWVWRTXDOLI\FODLPVSURFHGXUH DQGRYHUDOOVWUXFWXUH<RXPD\XSORDGUHSUHVHQWDWLYHVDPSOHVRI\RXUZDUUDQW\PDWHULDOVLIDSSOLFDEOHLQWKHGRFXPHQW XSORDGVHFWLRQRI\RXUUHVSRQVHLQDGGLWLRQWRUHVSRQGLQJWRWKHTXHVWLRQVEHORZ /LQH,WHP 4XHVWLRQ 5HVSRQVH 'Rௐ\RXUௐZDUUDQWLHVௐFRYHUௐDOOௐSURGXFWVௐSDUWVௐDQGௐ ODERU" &XPPLQVௐRIIHUVௐDௐௐ\HDUௐFRPSUHKHQVLYHௐZDUUDQW\ௐௐ$GGLWLRQDOௐFRYHUDJHௐLVௐ DYDLODEOHௐSDVWௐWKHௐௐ\HDUV 'Rௐ\RXUௐZDUUDQWLHVௐLPSRVHௐXVDJHௐUHVWULFWLRQVௐRUௐ RWKHUௐOLPLWDWLRQVௐWKDWௐDGYHUVHO\ௐDIIHFWௐFRYHUDJH" 1RQHௐDVௐORQJௐDVௐWKHௐSURGXFWௐLVௐDSSOLHGௐSURSHUO\ௐDQGௐURXWLQHௐPDLQWHQDQFHௐLVௐ SHUIRUPHGௐௐ,WௐZRXOGௐH[FOXGHௐQRUPDOௐZHDUௐLWHPVௐVXFKௐDVௐEHOWVௐKRVHVௐILOWHUV 'Rௐ\RXUௐZDUUDQWLHVௐFRYHUௐWKHௐH[SHQVHௐRIௐ WHFKQLFLDQV¶ௐWUDYHOௐWLPHௐDQGௐPLOHDJHௐWRௐSHUIRUPௐZDUUDQW\ௐUHSDLUV" <HV $UHௐWKHUHௐDQ\ௐJHRJUDSKLFௐUHJLRQVௐRIௐWKHௐ8QLWHGௐ6WDWHVௐRUௐ&DQDGDௐDVௐDSSOLFDEOHௐIRUௐZKLFKௐ\RXௐ FDQQRWௐSURYLGHௐDௐFHUWLILHGௐWHFKQLFLDQௐWRௐSHUIRUPௐ ZDUUDQW\ௐUHSDLUV"ௐௐ+RZௐZLOOௐ6RXUFHZHOOௐ SDUWLFLSDWLQJௐHQWLWLHVௐLQௐWKHVHௐUHJLRQVௐEHௐSURYLGHGௐVHUYLFHௐIRUௐZDUUDQW\ௐUHSDLU" 1R :LOOௐ\RXௐFRYHUௐZDUUDQW\ௐVHUYLFHௐIRUௐLWHPVௐPDGHௐE\ௐRWKHUௐPDQXIDFWXUHUVௐWKDWௐDUHௐSDUWௐRIௐ\RXUௐSURSRVDOௐ RUௐDUHௐWKHVHௐZDUUDQWLHVௐLVVXHVௐW\SLFDOO\ௐSDVVHGௐRQௐ WRௐWKHௐRULJLQDOௐHTXLSPHQWௐPDQXIDFWXUHU" &XPPLQVௐFRYHUVௐDQ\ௐSURGXFWVௐVXSSOLHGௐE\ௐXVௐௐ,IௐWKHUHௐKDSSHQHGௐWRௐEHௐUGௐSDUW\ௐVXSSOLHUௐLQYROYHGௐWKDWௐZRXOGௐEHௐKDQGOHGௐLQWHUQDOO\ௐE\ௐ&XPPLQVௐVRௐWKDWௐ HQGௐXVHUVௐZRXOGௐQRWௐEHௐEXUGHQHGௐE\ௐWKDWௐLVVXH :KDWௐDUHௐ\RXUௐSURSRVHGௐH[FKDQJHௐDQGௐUHWXUQௐ SURJUDPVௐDQGௐSROLFLHV" &XPPLQVௐGRHVௐQRWௐH[FKDQJHௐRUௐDFFHSWௐUHWXUQHGௐSURGXFWVௐௐ,QௐWKHௐUDUHௐFDVHௐ WKHUHௐLVௐDQௐLVVXHௐ&XPPLQVௐZLOOௐIL[ௐLQௐSODFHௐRUௐUHSODFHௐLIௐWKHௐSURGXFWௐLVௐVWLOOௐ XQGHUௐZDUUDQW\ௐௐ:HௐFDQௐDOVRௐSURYLGHௐDVVLVWDQFHௐWRௐIDFLOLWDWHௐXVHGௐ HTXLSPHQWௐVDOHVௐRUௐWUDGHௐLQV 'HVFULEHௐDQ\ௐVHUYLFHௐFRQWUDFWௐRSWLRQVௐIRUௐWKHௐ LWHPVௐLQFOXGHGௐLQௐ\RXUௐSURSRVDO &XPPLQVௐRIIHUVௐPXOWLSOHௐ3UHYHQWDWLYHௐ0DLQWHQDQFHௐFRQWUDFWௐRSWLRQVௐௐ,WௐUHDOO\ௐ GHSHQGVௐXSRQௐWKHௐDSSOLFDWLRQௐDQGRUௐFXVWRPHUௐUHTXHVWHGௐVHUYLFH Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH3D\PHQW7HUPVDQG)LQDQFLQJ2SWLRQV /LQH,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐ\RXUௐSD\PHQWௐWHUPVௐDQGௐDFFHSWHGௐSD\PHQWௐ PHWKRGV 1HWௐௐGD\Vௐௐ6WDQGDUGௐFRPPHUFLDOௐSXUFKDVHௐRUGHUௐDQGௐLQYRLFH 'HVFULEHௐDQ\ௐOHDVLQJௐRUௐILQDQFLQJௐRSWLRQVௐDYDLODEOHௐIRUௐXVHௐ E\ௐHGXFDWLRQDOௐRUௐJRYHUQPHQWDOௐHQWLWLHV 1RQHௐDWௐWKLVௐWLPH 'HVFULEHௐDQ\ௐVWDQGDUGௐWUDQVDFWLRQௐGRFXPHQWVௐWKDWௐ\RXௐ SURSRVHௐWRௐXVHௐLQௐFRQQHFWLRQௐZLWKௐDQௐDZDUGHGௐFRQWUDFWௐ RUGHUௐIRUPVௐWHUPVௐDQGௐFRQGLWLRQVௐVHUYLFHௐOHYHOௐ DJUHHPHQWVௐHWFௐ8SORDGௐDௐVDPSOHௐRIௐHDFKௐDVௐ DSSOLFDEOHௐLQௐWKHௐGRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐ UHVSRQVH :HௐZRXOGௐSURYLGHௐDௐFRPPHUFLDOௐTXRWDWLRQௐLQௐDFFRUGDQFHௐZLWKௐ 6RXUFHZHOOௐFRQWUDFWௐWHUPVௐௐ,IௐUHTXHVWHGௐZHௐFRXOGௐDOVRௐSURYLGHௐDௐ 3UHYHQWDWLYHௐ0DLQWHQDQFHௐDJUHHPHQWௐEDVHGௐXSRQௐFXVWRPHUௐ DSSOLFDWLRQQHHGV 'Rௐ\RXௐDFFHSWௐWKHௐ3FDUGௐSURFXUHPHQWௐDQGௐSD\PHQWௐ SURFHVV"ௐ,IௐVRௐLVௐWKHUHௐDQ\ௐDGGLWLRQDOௐFRVWௐWRௐ6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLWLHVௐIRUௐXVLQJௐWKLVௐSURFHVV" <HVௐZHௐDFFHSWௐ3FDUGௐDQGௐWKHUHௐLVௐQRௐIHH 7DEOH3ULFLQJDQG'HOLYHU\ 3URYLGHGHWDLOHGSULFLQJLQIRUPDWLRQLQWKHTXHVWLRQVWKDWIROORZEHORZ.HHSLQPLQGWKDWUHDVRQDEOHSULFHDQGSURGXFWDGMXVWPHQWVFDQ EHPDGHGXULQJWKHWHUPRIDQDZDUGHG&RQWUDFWDVGHVFULEHGLQWKH5)3WKHWHPSODWH&RQWUDFWDQGWKH6RXUFHZHOO3ULFHDQG3URGXFW &KDQJH5HTXHVW)RUP /LQH ,WHP 4XHVWLRQ 5HVSRQVH 'HVFULEHௐ\RXUௐSULFLQJௐPRGHOௐHJௐOLQHLWHPௐGLVFRXQWVௐRUௐ SURGXFWFDWHJRU\ௐGLVFRXQWVௐ3URYLGHௐGHWDLOHGௐSULFLQJௐGDWDௐLQFOXGLQJௐVWDQGDUGௐRUௐOLVWௐSULFLQJௐDQGௐWKHௐ6RXUFHZHOOௐ GLVFRXQWHGௐSULFHௐRQௐDOOௐRIௐWKHௐLWHPVௐWKDWௐ\RXௐZDQWௐ 6RXUFHZHOOௐWRௐFRQVLGHUௐDVௐSDUWௐRIௐ\RXUௐ5)3ௐUHVSRQVHௐ,Iௐ DSSOLFDEOHௐSURYLGHௐDௐ6.8ௐIRUௐHDFKௐLWHPௐLQௐ\RXUௐSURSRVDOௐ8SORDGௐ\RXUௐSULFLQJௐPDWHULDOVௐLIௐDSSOLFDEOHௐLQௐWKHௐ GRFXPHQWௐXSORDGௐVHFWLRQௐRIௐ\RXUௐUHVSRQVH &XPPLQVௐKDVௐHOLPLQDWHGௐ0653ௐDQGௐ/LVWௐSULFLQJௐIRUௐ&RPPHUFLDOௐ SURGXFWVௐௐ:KDWௐZHௐSURSRVHௐLVௐDௐFRVWௐSOXVௐIL[HGௐPDUNXSௐRQௐDOOௐ&XPPLQVௐFRQWHQWௐ,QௐHVVHQFHௐLQVWHDGௐRIௐJRLQJௐIURPௐ0653ௐZLWKௐDௐ GLVFRXQWௐWRௐDFKLHYHௐDௐWDUJHWௐPDUJLQௐௐ:HௐJRௐIURPௐFRVWௐWRௐDFKLHYHௐ WKHௐWDUJHWௐPDUJLQ 4XDQWLI\ௐWKHௐSULFLQJௐGLVFRXQWௐUHSUHVHQWHGௐE\ௐWKHௐSULFLQJௐ SURSRVDOௐLQௐWKLVௐUHVSRQVHௐ)RUௐH[DPSOHௐLIௐWKHௐSULFLQJௐLQௐ \RXUௐUHVSRQVHௐUHSUHVHQWVௐDௐSHUFHQWDJHௐGLVFRXQWௐIURPௐ 0653ௐRUௐOLVWௐVWDWHௐWKHௐSHUFHQWDJHௐRUௐSHUFHQWDJHௐUDQJH &XPPLQVௐZLOOௐRIIHUௐDௐPHPEHUௐSULFHௐWKDWௐLVௐDSSUR[ௐௐEHORZௐ)DLUௐ 0DUNHWௐ9DOXHௐௐ7KHௐVDOHVௐSHUVRQௐZLOOௐEHௐDOORZHGௐWRௐJRௐORZHUௐWKDQௐ WKDWௐSULFHௐLIௐUHTXLUHG 'HVFULEHௐDQ\ௐTXDQWLW\ௐRUௐYROXPHௐGLVFRXQWVௐRUௐUHEDWHௐ SURJUDPVௐWKDWௐ\RXௐRIIHU 1RQHௐௐ0RVWௐWUDQVDFWLRQVௐDUHௐRQHRIIௐSURGXFWௐRUௐSURMHFW 3URSRVHௐDௐPHWKRGௐRIௐIDFLOLWDWLQJௐ³VRXUFHG´ௐSURGXFWVௐRUௐ UHODWHGௐVHUYLFHVௐZKLFKௐPD\ௐEHௐUHIHUUHGௐWRௐDVௐ³RSHQௐPDUNHW´ௐLWHPVௐRUௐ³QRQVWDQGDUGௐRSWLRQV´ௐ)RUௐH[DPSOHௐ\RXௐ PD\ௐVXSSO\ௐVXFKௐLWHPVௐ³DWௐFRVW´ௐRUௐ³DWௐFRVWௐSOXVௐDௐ SHUFHQWDJH´ௐRUௐ\RXௐPD\ௐVXSSO\ௐDௐTXRWHௐIRUௐHDFKௐVXFKௐ UHTXHVW $OOௐ&XPPLQVௐSULFLQJௐLVௐEDVHGௐXSRQௐDௐWDUJHWௐPDUJLQௐIURPௐFRVWௐFRVWௐ SOXVௐௐ:HௐZRXOGௐPDLQWDLQௐWKDWௐWDUJHWௐPDUJLQௐRQௐDOOௐ&XPPLQVௐFRQWHQWௐௐ:HௐZRXOGௐDOVRௐRIIHUௐGLVFRXQWVௐRQௐDQ\ௐVHUYLFHௐUHTXHVWHG ,GHQWLI\ௐDQ\ௐHOHPHQWௐRIௐWKHௐWRWDOௐFRVWௐRIௐDFTXLVLWLRQௐWKDWௐLVௐ 127ௐLQFOXGHGௐLQௐWKHௐSULFLQJௐVXEPLWWHGௐZLWKௐ\RXUௐUHVSRQVHௐ 7KLVௐLQFOXGHVௐDOOௐDGGLWLRQDOௐFKDUJHVௐDVVRFLDWHGௐZLWKௐDௐ SXUFKDVHௐWKDWௐDUHௐQRWௐGLUHFWO\ௐLGHQWLILHGௐDVௐIUHLJKWௐRUௐ VKLSSLQJௐFKDUJHVௐ)RUௐH[DPSOHௐOLVWௐFRVWVௐIRUௐLWHPVௐOLNHௐSUH GHOLYHU\ௐLQVSHFWLRQௐLQVWDOODWLRQௐVHWௐXSௐPDQGDWRU\ௐWUDLQLQJௐRUௐLQLWLDOௐLQVSHFWLRQௐ,GHQWLI\ௐDQ\ௐSDUWLHVௐWKDWௐLPSRVHௐVXFKௐ FRVWVௐDQGௐWKHLUௐUHODWLRQVKLSௐWRௐWKHௐ3URSRVHU 2XUௐTXRWDWLRQௐZRXOGௐLQFOXGHௐDOOௐUHTXLUHGௐLWHPVௐOHVVௐLQVWDOODWLRQௐWKDWௐ DUHௐUHTXLUHGௐWRௐIXOILOOௐWKHௐSURMHFWௐUHTXLUHPHQWVௐௐ,WHPL]HGௐSULFLQJௐLVௐ DYDLODEOHௐVRௐWKDWௐDOOௐSURGXFWௐDQGௐVHUYLFHVௐTXRWHGௐDUHௐDFFRXQWHGௐIRUௐ DQGௐRSHQௐIRUௐUHYLHZGLVFXVVLRQ ,IௐIUHLJKWௐGHOLYHU\ௐRUௐVKLSSLQJௐLVௐDQௐDGGLWLRQDOௐFRVWௐWRௐWKHௐ 6RXUFHZHOOௐSDUWLFLSDWLQJௐHQWLW\ௐGHVFULEHௐLQௐGHWDLOௐWKHௐ FRPSOHWHௐIUHLJKWௐVKLSSLQJௐDQGௐGHOLYHU\ௐSURJUDP &XPPLQVௐTXRWHௐLIௐEDVHGௐXSRQௐ)2%ௐIDFWRU\ௐZLWKௐ)UHLJKWௐDOORZHGௐWRௐ ILUVWௐSRLQWௐRIௐGHVWLQDWLRQௐLQௐWKHௐFRQWLJXRXVௐௐVWDWHVௐ7KHUHௐPD\ௐEHௐ SRWHQWLDOௐIUHLJKWௐFKDUJHVௐRQௐUGௐSDUW\ௐFRQWHQWௐLIௐUHTXLUHG 6SHFLILFDOO\ௐGHVFULEHௐIUHLJKWௐVKLSSLQJௐDQGௐGHOLYHU\ௐWHUPVௐRUௐ SURJUDPVௐDYDLODEOHௐIRUௐ$ODVNDௐ+DZDLLௐ&DQDGDௐRUௐDQ\ௐRIIVKRUHௐGHOLYHU\ )UHLJKWௐLVௐDOORZHGௐWRௐWKHௐILUVWௐGHVWLQDWLRQௐLQௐWKHௐFRQWLJXRXVௐௐ VWDWHVௐௐ7KHUHௐZRXOGௐEHௐDGGLWLRQDOௐFRVWௐIRUௐDQ\ௐRIIVKRUHௐGHOLYHULHVௐௐ:HௐFRXOGௐFRRUGLQDWHௐVKLSPHQWௐRUௐWKHௐFXVWRPHUௐFRXOGௐXVHௐWKHLUௐRZQௐ IUHLJKWௐIRUZDUGHUௐௐ7KHUHௐZRXOGௐEHௐQRௐIUHLJKWௐFKDUJHௐWRௐWKHௐILUVWௐSRUWௐ LQௐWKHௐFRQWLJXRXVௐ86 'HVFULEHௐDQ\ௐXQLTXHௐGLVWULEXWLRQௐDQGRUௐGHOLYHU\ௐPHWKRGVௐRUௐ RSWLRQVௐRIIHUHGௐLQௐ\RXUௐSURSRVDO :KLOHௐQRQHௐDUHௐRIIHUHGௐLQௐWKHௐSURSRVDOௐZHௐGRௐKDYHௐIUHLJKWௐRSWLRQVௐ IRUௐDGGLWLRQDOௐFRVWௐௐ'HGLFDWHGௐWUXFNௐWDQGHPௐGULYHUVௐHWF Bid Number: RFP 092222 Vendor Name: Cummins Inc. 7DEOH3ULFLQJ2IIHUHG /LQH,WHP 7KH3ULFLQJ2IIHUHGLQWKLV3URSRVDOLV &RPPHQWV FEHWWHUWKDQWKH3URSRVHUW\SLFDOO\RIIHUVWR*32VFRRSHUDWLYHSURFXUHPHQWRUJDQL]DWLRQVRUVWDWHSXUFKDVLQJ GHSDUWPHQWV 6RXUFHZHOOௐPHPEHUVௐZRXOGௐ UHFHLYHௐDSSUR[ௐௐORZHUௐ SULFHVௐWKDQௐ)DLUௐPDUNHWௐYDOXH 7DEOH$XGLWDQG$GPLQLVWUDWLYH)HH /LQH ,WHP 4XHVWLRQ 5HVSRQVH 6SHFLILFDOO\ௐGHVFULEHௐDQ\ௐVHOIDXGLWௐSURFHVVௐRUௐSURJUDPௐWKDWௐ\RXௐ SODQௐWRௐHPSOR\ௐWRௐYHULI\ௐFRPSOLDQFHௐZLWKௐ\RXUௐSURSRVHGௐ&RQWUDFWௐ ZLWKௐ6RXUFHZHOOௐ7KLVௐSURFHVVௐLQFOXGHVௐHQVXULQJௐWKDWௐ6RXUFHZHOOௐ SDUWLFLSDWLQJௐHQWLWLHVௐREWDLQௐWKHௐSURSHUௐSULFLQJௐWKDWௐWKHௐ9HQGRUௐ UHSRUWVௐDOOௐVDOHVௐXQGHUௐWKHௐ&RQWUDFWௐHDFKௐTXDUWHUௐDQGௐWKDWௐWKHௐ 9HQGRUௐUHPLWVௐWKHௐSURSHUௐDGPLQLVWUDWLYHௐIHHௐWRௐ6RXUFHZHOOௐ3URYLGHௐ VXIILFLHQWௐGHWDLOௐWRௐVXSSRUWௐ\RXUௐDELOLW\ௐWRௐUHSRUWௐTXDUWHUO\ௐVDOHVௐWRௐ 6RXUFHZHOOௐDVௐGHVFULEHGௐLQௐWKHௐ&RQWUDFWௐWHPSODWH $OOௐSURMHFWVௐDUHௐORJJHGௐLQWRௐWKHௐ&XPPLQVௐ&50ௐVRIWZDUHௐWRROௐ 6DOHVIRUFHௐௐ7KLVௐWRROௐWUDFNVௐIURPௐLQTXLU\ௐWRௐZRQORVVௐWRௐ LQWHUQDOௐSURMHFWௐVWDWXVௐDQGௐILQDOO\ௐZRQௐSURMHFWௐFORVHGௐ3URMHFWௐ VWDWXVௐFORVHGௐLVௐWKHௐSULPDU\ௐௐVRUWௐDQGௐWKLVௐGHWHUPLQHVௐWKHௐ WRWDOௐTXDUWHUO\ௐVDOHVௐWRௐPHPEHUVௐௐ7KDWௐVDOHVௐWRWDOௐFORVHGௐLQௐ WKHௐTXDUWHUௐLVௐZKDWௐLVௐXVHGௐWRௐFDOFXODWHௐWKHௐ6RXUFHZHOOௐIHH ,Iௐ\RXௐDUHௐDZDUGHGௐDௐFRQWUDFWௐSURYLGHௐDௐIHZௐH[DPSOHVௐRIௐLQWHUQDOௐPHWULFVௐWKDWௐZLOOௐEHௐWUDFNHGௐWRௐPHDVXUHௐZKHWKHUௐ\RXௐDUHௐKDYLQJௐ VXFFHVVௐZLWKௐWKHௐFRQWUDFW 3OHDVHௐVHHௐ&50ௐ6RXUFHZHOOௐ5HSRUWௐௐ4XDUWHUO\ௐVDOHVௐDUHௐWUDFNHGௐLQௐWKHௐ&50ௐௐ7KHVHௐLQFOXGHVௐWKHௐQXPEHUௐRIௐRSHQௐ RSSRUWXQLWLHVௐSURMHFWVௐZRQௐSURMHFWVௐORVWௐSURMHFWVௐFORVHG ,GHQWLI\ௐDௐSURSRVHGௐDGPLQLVWUDWLYHௐIHHௐWKDWௐ\RXௐZLOOௐSD\ௐWRௐ 6RXUFHZHOOௐIRUௐIDFLOLWDWLQJௐPDQDJLQJௐDQGௐSURPRWLQJௐWKHௐ6RXUFHZHOOௐ &RQWUDFWௐLQௐWKHௐHYHQWௐWKDWௐ\RXௐDUHௐDZDUGHGௐDௐ&RQWUDFWௐௐ7KLVௐIHHௐ LVௐW\SLFDOO\ௐFDOFXODWHGௐDVௐDௐSHUFHQWDJHௐRIௐ9HQGRU¶VௐVDOHVௐXQGHUௐWKHௐ&RQWUDFWௐRUௐDVௐDௐSHUXQLWௐIHHௐLWௐLVௐQRWௐDௐOLQHLWHPௐDGGLWLRQௐWRௐWKHௐ 0HPEHU¶VௐFRVWௐRIௐJRRGVௐ6HHௐWKHௐ5)3ௐDQGௐWHPSODWHௐ&RQWUDFWௐIRUௐ DGGLWLRQDOௐGHWDLOV ௐRIௐZKROHௐJRRGVௐVDOHV 7DEOH$'HSWKDQG%UHDGWKRI2IIHUHG(TXLSPHQW3URGXFWVDQG6HUYLFHV /LQH ,WHP 4XHVWLRQ 5HVSRQVH 3URYLGHௐDௐGHWDLOHGௐGHVFULSWLRQௐRIௐWKHௐHTXLSPHQWௐSURGXFWVௐDQGௐVHUYLFHVௐWKDWௐ\RXௐ DUHௐRIIHULQJௐLQௐ\RXUௐSURSRVDO $OOௐFRPPHUFLDOௐJHQHUDWRUௐSURGXFWVௐGLHVHOௐDQGௐQDWXUDOௐJDVSURSDQHௐIURPௐNZௐWRௐ0:ௐௐDQGௐ$XWRPDWLFௐ7UDQVIHUௐ6ZLWFKHVௐ$76ௐௐDPSVௐWRௐௐDPSVௐௐ7KHVHௐ DUHௐVKRZQௐE\ௐPRGHOௐௐRQௐWKHௐSULFLQJௐVKHHWV :LWKLQௐWKLVௐ5)3ௐFDWHJRU\ௐWKHUHௐPD\ௐEHௐ VXEFDWHJRULHVௐRIௐVROXWLRQVௐ/LVWௐVXEFDWHJRU\ௐ WLWOHVௐWKDWௐEHVWௐGHVFULEHௐ\RXUௐSURGXFWVௐDQGௐ VHUYLFHV 6XEௐFDWHJRULHVௐDUHௐSDUWVௐDFFHVVRULHVௐ(QJWR2UGHUௐVROXWLRQVௐௐ6HHௐSULFHௐVKHHWV 7DEOH%'HSWKDQG%UHDGWKRI2IIHUHG(TXLSPHQW3URGXFWVDQG6HUYLFHV ,QGLFDWHEHORZLIWKHOLVWHGW\SHVRUFODVVHVRIHTXLSPHQWSURGXFWVDQGVHUYLFHVDUHRIIHUHGZLWKLQ\RXUSURSRVDO3URYLGHDGGLWLRQDO FRPPHQWVLQWKHWH[WER[SURYLGHGDVQHFHVVDU\ /LQH ,WHP &DWHJRU\RU7\SH 2IIHUHG &RPPHQWV 6WDWLRQDU\ௐHOHFWULFDOௐJHQHUDWLRQௐV\VWHPVௐEDFNXSௐRUௐ VWDQGE\ௐJHQHUDWRUௐVHWVௐPRELOHௐDQGௐJURXQGௐSRZHUௐ XQLWVௐDQGௐWUDLOHUௐPRXQWHGௐJHQHUDWRUV <HV 1R 3URGXFWௐUDQJHௐLVௐPZ 3DUWVௐDQGௐDFFHVVRULHVௐLQFOXGLQJௐHQFORVXUHVௐIXHOௐ WDQNVௐDXWRPDWLFௐWUDQVIHUௐVZLWFKHVௐSDUDOOHOLQJௐHTXLSPHQWௐVZLWFKௐJHDUVௐFRQQHFWLRQௐER[HVௐFRQWUROVௐ DODUPௐPRGXOHVௐEDWWHULHVௐEORFNௐKHDWHUVௐDQGௐ QHWZRUNLQJௐWRROV <HV 1R $OOௐVWDQGDUGௐRSWLRQVௐLQௐRXUௐRIIHULQJ 5HODWHGௐVHUYLFHVௐLQFOXGLQJௐGHVLJQௐFXVWRPL]DWLRQௐ HQJLQHHULQJௐFRPPLVVLRQLQJௐLQVWDOODWLRQௐGHOLYHU\ௐ PDLQWHQDQFHௐUHSDLUௐWUDLQLQJௐDQGௐRSHUDWLRQௐVHUYLFHௐDQGௐPDLQWHQDQFHௐDJUHHPHQWVௐGHFRPPLVVLRQLQJௐDQGௐ UHSXUSRVLQJௐFXVWRPௐVKRSௐZRUNௐDQGௐUHQWDOௐVHUYLFHV <HV 1R &XPPLQVௐLVௐQRWௐLQௐWKHௐUHQWDOௐEXVLQHVVௐKRZHYHUௐ ZHௐGRௐVHOOௐUHQWDOௐSURGXFWV Bid Number: RFP 092222 Vendor Name: Cummins Inc. Bid Number: RFP 092222 Vendor Name: Cummins Inc. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - Sourcewell final pricing submission.pdf - Tuesday September 20, 2022 11:21:31 Financial Strength and Stability - 2022-02-03_Cummins_Reports_Fourth_Quarter_and_Full_Year_2021 546 (1).pdf - Monday August 08, 2022 09:02:52 Marketing Plan/Samples - Sourcewell GPO Training.pdf - Tuesday September 20, 2022 13:04:49 WMBE/MBE/SBE or Related Certificates - Awards.PNG - Monday August 29, 2022 15:02:03 Warranty Information - Warranty - Commercial Generators.pdf - Monday August 29, 2022 14:49:07 Standard Transaction Document Samples - Sample - Sourcewell Project Tracking .xlsx - Thursday September 22, 2022 08:51:01 Upload Additional Document - PowerSuite and Power Hour - On line tech training and documentation.pdf - Thursday September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¶VREMHFWLYLW\LQSHUIRUPLQJWKHFRQWUDFWLVRUPLJKWEHLPSDLUHG 7KHFRQWHQWVRIWKH3URSRVDOKDYHQRWEHHQFRPPXQLFDWHGE\WKH3URSRVHURULWVHPSOR\HHVRUDJHQWVWRDQ\SHUVRQQRWDQ HPSOR\HHRUOHJDOO\DXWKRUL]HGDJHQWRIWKH3URSRVHUDQGZLOOQRWEHFRPPXQLFDWHGWRDQ\VXFKSHUVRQVSULRUWR'XH'DWHRIWKLV VROLFLWDWLRQ ,IDZDUGHGDFRQWUDFWWKH3URSRVHUZLOOSURYLGHWR6RXUFHZHOO3DUWLFLSDWLQJ(QWLWLHVWKHHTXLSPHQWSURGXFWVDQGVHUYLFHVLQ DFFRUGDQFHZLWKWKHWHUPVFRQGLWLRQVDQGVFRSHRIDUHVXOWLQJFRQWUDFW 7KH3URSRVHUSRVVHVVHVRUZLOOSRVVHVVEHIRUHGHOLYHULQJDQ\HTXLSPHQWSURGXFWVRUVHUYLFHVDOODSSOLFDEOHOLFHQVHVRU FHUWLILFDWLRQVQHFHVVDU\WRGHOLYHUVXFKHTXLSPHQWSURGXFWVRUVHUYLFHVXQGHUDQ\UHVXOWLQJFRQWUDFW 7KH3URSRVHUDJUHHVWRGHOLYHUHTXLSPHQWSURGXFWVDQGVHUYLFHVWKURXJKYDOLGFRQWUDFWVSXUFKDVHRUGHUVRUPHDQVWKDWDUH DFFHSWDEOHWR6RXUFHZHOO0HPEHUV8QOHVVRWKHUZLVHDJUHHGWRWKH3URSRVHUPXVWSURYLGHRQO\QHZDQGILUVWTXDOLW\SURGXFWVDQG UHODWHGVHUYLFHVWR6RXUFHZHOO0HPEHUVXQGHUDQDZDUGHG&RQWUDFW 7KH3URSRVHUZLOOFRPSO\ZLWKDOODSSOLFDEOHSURYLVLRQVRIIHGHUDOVWDWHDQGORFDOODZVUHJXODWLRQVUXOHVDQGRUGHUV 7KH3URSRVHUXQGHUVWDQGVWKDW6RXUFHZHOOZLOOUHMHFW5)3SURSRVDOVWKDWDUHPDUNHGFRQILGHQWLDORUQRQSXEOLFHWFHLWKHU VXEVWDQWLDOO\RULQWKHLUHQWLUHW\8QGHU0LQQHVRWD6WDWXWHV6HFWLRQVXEGLYLVLRQDOOSURSRVDOVDUHFRQVLGHUHGQRQSXEOLF GDWDXQWLOWKHHYDOXDWLRQLVFRPSOHWHDQGD&RQWUDFWLVDZDUGHG$WWKDWSRLQWSURSRVDOVEHFRPHSXEOLFGDWD0LQQHVRWD6WDWXWHV 6HFWLRQSHUPLWVRQO\FHUWDLQQDUURZO\GHILQHGGDWDWREHFRQVLGHUHGDWUDGHVHFUHWDQGWKXVQRQSXEOLFGDWDXQGHU 0LQQHVRWD V'DWD3UDFWLFHV$FW 3URSRVHULWVHPSOR\HHVDJHQWVDQGVXEFRQWUDFWRUVDUHQRW ,QFOXGHGRQWKH³6SHFLDOO\'HVLJQDWHG1DWLRQDOVDQG%ORFNHG3HUVRQV´OLVWPDLQWDLQHGE\WKH2IILFHRI)RUHLJQ$VVHWV&RQWURO RIWKH8QLWHG6WDWHV'HSDUWPHQWRIWKH7UHDVXU\IRXQGDWKWWSVZZZWUHDVXU\JRYRIDFGRZQORDGVVGQOLVWSGI ,QFOXGHGRQWKHJRYHUQPHQWZLGHH[FOXVLRQVOLVWVLQWKH8QLWHG6WDWHV6\VWHPIRU$ZDUG0DQDJHPHQWIRXQGDW KWWSVVDPJRY6$0RU 3UHVHQWO\GHEDUUHGVXVSHQGHGSURSRVHGIRUGHEDUPHQWGHFODUHGLQHOLJLEOHRUYROXQWDULO\H[FOXGHGIURPSURJUDPVRSHUDWHG Bid Number: RFP 092222 Vendor Name: Cummins Inc. E\WKH6WDWHRI0LQQHVRWDWKH8QLWHG6WDWHVIHGHUDOJRYHUQPHQWRUWKH&DQDGLDQJRYHUQPHQWDVDSSOLFDEOHRUDQ\ 3DUWLFLSDWLQJ(QWLW\9HQGRUFHUWLILHVDQGZDUUDQWVWKDWQHLWKHULWQRULWVSULQFLSDOVKDYHEHHQFRQYLFWHGRIDFULPLQDORIIHQVH UHODWHGWRWKHVXEMHFWPDWWHURIWKLVVROLFLWDWLRQ %\FKHFNLQJWKLVER[,DFNQRZOHGJHWKDW,DPERXQGE\WKHWHUPVRIWKH3URSRVHU¶V$IILGDYLWKDYHWKHOHJDODXWKRULW\WRVXEPLWWKLV 3URSRVDORQEHKDOIRIWKH3URSRVHUDQGWKDWWKLVHOHFWURQLFDFNQRZOHGJPHQWKDVWKHVDPHOHJDOHIIHFWYDOLGLW\DQGHQIRUFHDELOLW\DVLI, KDGKDQGVLJQHGWKH3URSRVDO7KLVVLJQDWXUHZLOOQRWEHGHQLHGVXFKOHJDOHIIHFWYDOLGLW\RUHQIRUFHDELOLW\VROHO\EHFDXVHDQHOHFWURQLF VLJQDWXUHRUHOHFWURQLFUHFRUGZDVXVHGLQLWVIRUPDWLRQ.LUN$GDPV6U$FFRXQW([HFXWLYH±1DWLRQDO$FFRXQWV&XPPLQV,QFGED &XPPLQV6DOHVDQG6HUYLFH1RUWK$PHULFD 7KH3URSRVHUGHFODUHVWKDWWKHUHLVDQDFWXDORUSRWHQWLDO&RQIOLFWRI,QWHUHVWUHODWLQJWRWKHSUHSDUDWLRQRILWVVXEPLVVLRQDQGRUWKH 3URSRVHUIRUHVHHVDQDFWXDORUSRWHQWLDO&RQIOLFWRI,QWHUHVWLQSHUIRUPLQJWKHFRQWUDFWXDOREOLJDWLRQVFRQWHPSODWHGLQWKHELG <HV1R 7KH%LGGHUDFNQRZOHGJHVDQGDJUHHVWKDWWKHDGGHQGXPDGGHQGDEHORZIRUPSDUWRIWKH%LG'RFXPHQW &KHFNWKHER[LQWKHFROXPQ,KDYHUHYLHZHGWKLVDGGHQGXPEHORZWRDFNQRZOHGJHHDFKRIWKHDGGHQGD )LOH1DPH ,KDYHUHYLHZHGWKH EHORZDGGHQGXPDQG DWWDFKPHQWVLIDSSOLFDEOH 3DJHV $GGHQGXPBB(OHFWULFDOB(QHUJ\B3RZHUB*HQHUDWLRQB(TXLSPHQWB5)3B )UL6HSWHPEHU$0 $GGHQGXPBB(OHFWULFDOB(QHUJ\B3RZHUB*HQHUDWLRQB(TXLSPHQWB5)3B 7XH6HSWHPEHU30 $GGHQGXPBB(OHFWULFDOB(QHUJ\B3RZHUB*HQHUDWLRQB(TXLSPHQWB5)3B :HG$XJXVW$0 $GGHQGXPB(OHFWULFDOB(QHUJ\B3RZHUB*HQHUDWLRQB(TXLSPHQWB5)3B :HG$XJXVW$0 Bid Number: RFP 092222 Vendor Name: Cummins Inc. SOLICITATION -OFFER -AWARD SOLICITATION NO.: SOLICITATION TITLE: DATE ISSUED· CONTRACT NO 23-TFG037 /JG GENERATOR MAINTENANCE FEBRUARY 8, 2023 23-TFG037/JG AND EMERGENCY REPAIR ISSUED BY SUBMIT BID OFFER TO BOARD OF COUNTY COMMISSIONERS HERNANDO COUNTY PROCUREMENT DEPARTMENT HERNANDO COUNTY, FLORIDA 15470 FLIGHT PATH DRIVE John Allocco, Chairman BROOKSVILLE, FL 34604 Beth Narverud, Vice Chairman Toni Brady Steve Champion, Second Vice Chairman Jerry Campbell Chief Procurement Officer Brian Hawkins SOLICITATION PREQUALIFICATION FOR FURNISHING THE SERVICES, SUPPLIES OR EQUIPMENT DESCRIBED HEREIN WILL BE RECEIVED AT THE OFFICE OF HERNANDO COUNTY PROCUREMENT DEPARTMENT, VIA HERNANDO COUNTY'S EPROCUREMENT PORTAL AT: httQs//secure.Qrocurenow.com/Qortal/hemandocountJ'.. UNTIL 3:00 P.M.1 LOCAL TIME ON MARCH 151 2023. NO PREQUALIFICATIONS WILL BE ACCEPTED AFTER THE ABOVE STIPULATED DATE AND TIME. THIS IS AN ADVERTISED SOLICITATION AND THE RESPONDING BIDDERS WILL BE PUBLICLY READ IN THE PROCUREMENT DEPARTMENT CONFERENCE ROOM , 15470 FLIGHT PATH DRIVE, BROOKSVILLE, FL 34604 AT 3:00 P.M. ON MARCH 151 2023. PURSUANT TO FS 119.071 (Current Edition), SEALED BIDS, PROPOSALS, OR REPLIES RECEIVED BY AN AGENCY PURSUANT TO A COMPETITIVE SOLICITATION ARE EXEMPT FROM INSPECTION UNTIL SUCH TIME AS THE AGENCY PROVIDES NOTICE OF AN INTENDED DECISION OR UNTIL THIRTY (30) DAYS AFTER OPENING THE BIDS, PROPOSALS, OR FINAL REPLIES , WHICHEVER IS EARLIER. ITEM NO. DESCRIPTION OF SERVICE/SUPPLIES/EQUIPMENT QTY UNIT UNIT PRICE TOTAL AMOUNT FOR PROVIDING ANNUAL PREVENTATIVE MAINTENANCE AND EMERGENCY REPAIR SERVICES FOR AUXILIARY POWER GENERATOR FLEET FOR THE HERNANDO COUNTY UTILITIES xxxx xxxx xxxxxxx $63,2:14 00 1 DEPARTMENT. AIRPORT OPERATIONS, FACILITY MAINTENANCE AND FIRE AND EMERGENCY SERVICES. SUBMIT PRICING ON ELECTRONIC BID FORM IF REQUIRED OFFER <TERMS, CONDITIONS AND SPECIFICATIONS ARE INCLUDED AS PARTS HEREOFl I CERTIFY THAT THIS PRE-QUALIFICATION IS MADE WITHOUT PRIOR UNDERSTANDING, AGREEMENT, OR CONNECTION WITH ANY CORPORATION, FIRM , OR PERSON SUBMITTING A PRE-QUALIFICATION FOR THE SAME SERVICE, MATERIALS, SUPPLIES, OR EQUIPMENT, AND IS IN ALL RESPECTS FAIR AND WITHOUT COLLUSION OR FRAUD. I AGREE TO ABIDE BY ALL CONDITIONS OF THIS PRE-QUALIFICATION AND CERTIFY THAT I AM AUTHORIZED TO SIGN THIS PRE-QUALIFICATION FOR THE VENDOR/CONTRACTOR. IN SUBMITTING A PRE-QUALIFICATION TO THE COUNTY OF HERNANDO THE VENDOR/CONTRACTOR OFFERS AND AGREES THAT THE VENDOR/CONTRACTOR ASSIGNS AND TRANSFERS TO THE COUNTY OF HERNANDO ALL RIGHTS AND INTEREST IN AND TO ALL CAUSES FOR ACTION IT MAY NOW OR HEREAFTER ACQUIRE UNDER THE ANTI-TRUST LAWS OF THE UNITED STATES AND THE STATE OF FLORIDA FOR PRICE FIXING RELATING TO THE PARTICULAR COMMODITIES OR SERVICES PURCHASED OR ACQUIRED BY THE COUNTY OF HERNANDO. DISCOUNT FOR PROMPT PAYMENT: 1 % 10 CALENDAR DAYS % 20 CALENDAR DA VS % CALENDAR DAYS BIDWJ~OR~TI~ NAME AND TITLE OF PERSON AUTHORIZED TO SIGN BID OFFER: 1 onda iesel, Inc. a:·~ OFFER DATE Comp~~~"kwv 60 East Addrel3 artow, Fl. 33830 -~<../_ 3/15/2023 City 863-519-01 a,te joe@mf~lfcfridadiesel.com N/A ..:._.::::;, . - Pnone Number Fax Number Email Address AWARD TO BE COMPLETED BY COUNTY REVIEWED FOR LEGAL SUFFICIENCY: 12/27/2022 ACCEPTED AS TO ITEM(S) NO: SUBMIT INVOICES TO: HERNANDO COUNTY UTILITIES DEPARTMENT 15365 CORTEZ BLVD., BROOKSVILLE, FL 34613 OR REQUESTING DEPARTMENT LR NO.: 2022-653 BY: Victoria Anderson AMOUNT: ACCOUNTING CODE: NAME ANO TITLE OF PERSON AUTHORIZED TO SIGN ACCEPTANCE ANO AWARD FOR THE COUNTY: -- Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 5 2. SOLICITATION-OFFER-AWARD ISSUED BY: BOARD OF COUNTY COMMISSIONERS HERNANDO COUNTY, FLORIDA John Allocco, Chairman Elizabeth Narverud, Vice Chairman Steve Champion, Second Vice Chairman Brian Hawkins Jerry Campbell SUBMIT BID OFFER TO: HERNANDO COUNTY PROCUREMENT DEPARTMENT via Hernando County's eProcurement Portal Toni Brady Chief Procurement Officer Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 6 3. SOLICITATION SEALED OFFERS, FOR FURNISHING THE SERVICES, SUPPLIES OR EQUIPMENT DESCRIBED HEREIN WILL BE RECEIVED BY THE PROCUREMENT DEPARTMENT, VIA THE COUNTY'S eProcurement Portal UNTIL 3:00 pm, LOCAL TIME ON Wednesday, March 15, 2023. NO BID OFFERS WILL BE ACCEPTED AFTER THE ABOVE STIPULATED DATE AND TIME. THIS IS AN ADVERTISED SOLICITATION AND THE RESPONDING BIDDERS WILL BE PUBLICLY READ IN THE PROCUREMENT DEPARTMENT CONFERENCE ROOM AT 3:00 pm ON Wednesday, March 15, 2023. PURSUANT TO FS 119.071 (current version) SEALED BIDS, PROPOSALS, OR REPLIES RECEIVED BY AN AGENCY PURSUANT TO A COMPETITIVE SOLICITATION ARE EXEMPT FROM FINAL INSPECTION UNTIL SUCH TIME AS THE AGENCY PROVIDES NOTICE OF AN INTENDED DECISION OR UNTIL THIRTY (30) DAYS AFTER OPENING THE BIDS, PROPOSALS, OR FINAL REPLIES, WHICHEVER IS EARLIER. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 7 4. OFFER THE UNDERSIGNED, BEING DULY AUTHORIZED TO SUBMIT THIS BID ON BEHALF OF THE BIDDER, AGREES THAT IF THIS OFFER IS ACCEPTED WITHIN NINETY (90) DAYS FROM THE BID OPENING DATE, TO FURNISH TO HERNANDO COUNTY ANY AND ALL ITEMS FOR WHICH PRICES ARE OFFERED IN THIS BID SOLICITATION AT THE PRICE(S) SO OFFERED, DELIVERED AT DESIGNATED POINT(S), WITHIN THE TIME PERIOD SPECIFIED, AND AT THE TERMS AND CONDITIONS SO STIPULATED IN THE SOLICITATION FOR BIDS. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 8 5. AWARD Upon Award Purchase Orders will be generated by County Departments relating to generators at specific Department locations. Each Purchase Order will have a Ship To address which will be used for invoicing purposes. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 9 6. INVITATION TO BID 6.1. ADVERTISEMENT OF BID INVITATION TO BID NOTICE IS HEREBY GIVEN that the Board of County Commissions of Hernando County, Florida, is accepting Bids for: TERM CONTRACT ITB NO. SOLICITATION # 23-TFG037/JG FOR Generator Maintenance and Emergency Repair Hernando County Board of County Commissioners is soliciting Vendors/Contractors that are active in providing annual preventative maintenance and emergency repair services for the County’s auxiliary power generator fleet. Offers for furnishing the above will be received and accepted up to 3:00 p.m. (local time), Wednesday, March 15, 2023, via Hernando County Procurement Department’s eProcurement Portal. Only electronic submittals shall be accepted by the County. The Board of County Commissioners of Hernando County, Florida reserves the right to accept or reject any or all bids and waive informalities and minor irregularities in offers received in accordance with the bid documents and the Hernando County Procurement Ordinance. Interested firms may secure the bid documents and plans and drawings and all other pertinent information by visiting the County's eProcurement Portal. For additional project information, please visit the Hernando County Board of County Commissioners Procurement Department at www.hernandocounty.us, or by submitting a question via the Q&A Tab in the County's eProcurement Portal. A NON-MANDATORY Pre-Bid Conference will be held Tuesday, February 21, 2023, at 10:00 am, at the Hernando County Utilities Department, 15365 Cortez Boulevard, Brooksville, FL 34613. Representatives of Owner will be present to discuss the project. Bidders are recommended to attend and participate in the conference. THIS CONFERENCE WILL BE HELD ONLY ONCE. The Procurement Department will post addenda on the County’s eProcurement Portal to all questions in accordance with the Solicitation Instructions. It is the responsibility of prospective Bidders to visit the eProcurement Portal to ensure that they are aware of all addenda issued relative to this solicitation. Pursuant to Florida Statutes 119.071 (Current Edition) sealed bids, proposals, or replies received by an agency pursuant to a competitive solicitation are exempt from inspection until such time as the agency provides notice of an intended decision or until thirty (30) days after opening the bids, proposals, or final replies whichever is earlier. NOTICE TO BIDDERS Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 10 To ensure that your bid is responsive, you are urged to request clarification or guidance on any issues involving this solicitation before submission of your response. Your point-of-contact for this solicitation is Jane Gonzalez Purchasing Agent II, Procurement Department, via the County’s eProcurement Portal Question and Answer tab. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 11 7. SOLICITATION INSTRUCTIONS 7.1. DEFINITION OF TERMS Where the following terms, or their pronouns, occur herein, the intent and meaning shall be as follows: A. BIDDER: The term “Bidder” used herein refers to the dealer/manufacturer or business organization submitting a bid to the County in response to this solicitation. B. CONTRACT: The agreement executed by the Owner and Vendor/Contractor for the performance of work and the other documents (plans, specifications, notice to bidders, proposal, surety bonds, addenda, and other documents) whether attached thereto or not. C. COUNTY: The Board of County Commissioners, Hernando County, or its duly authorized representative. D. MODIFICATION/AMENDMENT/CHANGE ORDER: Shall mean the written order to the Vendor/Contactor signed by the Vendor/Contractor and County authorizing an addition, deletion, or revision in the goods, services and/or work to be provided under the contract documents or an adjustment in the contract price issued after contract award. E. OWNER: Hernando County Board of County Commissioners (County). F. VENDOR/CONTRACTOR: The Bidder awarded a contract by the County for the furnishing of goods or services. 7.2. AVAILABILITY OF BIDDING DOCUMENTS Interested firms may secure bid documents, plans, drawings, site locations, and other pertinent information by visiting the County’s eProcurement Portal. For additional information please contact the Hernando County Board of County Commissioners, Procurement Department via the County’s Q&A Tab via the eProcurement Portal. 7.3. PREPARATION OF BID To ensure acceptance of your bid, please follow these instructions: A. Interested firms are to submit responses via the County’s eProcurement Portal. All bid sheets including this form must be executed and uploaded as indicated. All bids are subject to the conditions specified herein. Those which do not comply with these conditions may be declared non-responsive and subject to rejection. 1. To submit bids: Via Hernando County’s eProcurement Portal BID NUMBER 23-TFG037/JG B. The responsibility for delivering the bid to the County on or before the stated time and date will be solely and strictly the responsibility of the Bidder. The County will be in no way responsible for delays caused by wi-fi connection or speed, power outage or any other occurrence. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 12 C. Bids must be submitted electronically, via the County’s eProcurement Portal. Any required forms supplied by the Owner and included with these Bid Documents shall be uploaded through said portal. Each bidder shall copy the Bid Form and complete the pricing schedule provided. D. Bids must be completed through the pricing table provided. No changes or corrections will be allowed after bid opening. E. Bidders are expected to make all investigations necessary to thoroughly inform themselves regarding all drawings, specifications, delivery requirements, performance requirements, site locations and all solicitation instructions to satisfy themselves of conditions affecting submission of their bid and the terms and cost of performing the contract. No pleas of ignorance by the Bidder of conditions that exist or may hereafter exist as a result of failure or omission on the part of the Bidder to make the necessary examinations and investigations, or failure to fulfill in every detail the requirements of the contract documents, will be accepted as a basis of varying the requirements of the County or the compensation of the Bidder. Bidder agrees that submittal of a bid for the work is prima facie evidence they have conducted such examinations. F. No material, labor, or facilities will be furnished by the County unless specifically stated. 7.4. BID OPENING: Bids that are not received in a timely manner by this specific office will not be accepted. Bids will be opened immediately after this date and time and will remain binding upon the Bidder for a period of ninety (90) days thereafter. Pursuant to Florida Statutes 119.071 (Current Edition) sealed bids, proposals, or replies received by an agency pursuant to a competitive solicitation are exempt from inspection until such time as the agency provides notice of an intended decision or until thirty (30) days after opening the bids, proposals, or final replies whichever is earlier. 7.5. QUESTIONS REGARDING SPECIFICATIONS OR BIDDING PROCESS To ensure fair consideration for all Bidders, the County prohibits communication to or with any department, division, or employee during the bid process, except as provided below: A. All questions relative to interpretation of the specifications or the bid process shall be addressed in writing as indicated below, in ample time prior to the period set for submittal and opening of the bids. B. Any interpretation or clarification made to prospective Bidders will be expressed in the form of an addendum to the specifications which, if issued will be posted on the County’s eProcurement Portal. Oral answers will not be authoritative. C. It will be the responsibility of the Bidder to visit the eProcurement Portal to ensure they are aware of all addenda issued for this solicitation. D. Questions must be submitted via the Q&A Tab in the County’s eProcurement Portal. Questions will only be accepted through the period specified in the bid documents. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 13 E. All addenda must be acknowledged via the County’s eProcurement Portal. Failure to acknowledge any addenda may render the Vendor/Contractor’s bid as non-responsive and subject to rejection. 7.6. COMMUNICATION There shall be no communication between the Vendor/Contractor, their employees or subcontractors and County employees and elected officials (hereafter referred to as “County Representative”), except through the Procurement Department. Any attempt to communicate with any County representative outside the Procurement Department will be considered a violation of the Purchasing Policy and may result in the rejection of your bid. 7.7. WITHDRAWAL OF BIDS: Bids may be withdrawn via the County’s eProcurement Portal prior to the time fixed for opening. Negligence on the part of the Bidder in preparing the bid confers no right for the withdrawal of the bid after it has been opened. Faxed or electronically mailed withdrawals will not be recognized. 7.8. BID PROTESTS: Any Bidder who protests the Bid Specifications or Award or Intent to Award, must file with the County a notice of protest and formal written protest in compliance with Chapter 28-110, Florida Administrative Code (Current Edition), and applicable provisions in Section 120.57, F.S. (Current Edition). Failure to timely file such documents will constitute a waiver of proceedings under Chapter 120, F.S. (Current Edition). Failure to file a protest within the time prescribed in Section 120.57(3), F.S. (Current Edition), or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120, F.S. (Current Edition). Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 14 8. GENERAL CONDITIONS 8.1. CONTRACT PERIOD: A. The Contract resulting from this solicitation shall be a term contract for the time period specified herein. During the specified time period, the County may order services/supplies as the requirements generate and the Vendor/Contractor will deliver the services/supplies ordered. It is understood that the County is not obligated to purchase any specific amount of services/supplies under this agreement. B. The period of the Contract shall extend for three (3) years effective from the date of Board of County Commissioner approval. C. Renewal Option (Unilateral): At the sole option of the County, through the Board of County Commissioners or Chief Procurement Officer or Designee, this Contract may be unilaterally renewed, for two (2) additional one (1) year periods at the same prices, terms, and conditions. The County alone will determine whether or not this renewal option will be exercised based on its convenience and its best interest. The County will notify the Vendor/Contractor, in writing, no later than thirty (30) days prior to expiration of its decision to exercise this Contract renewal option and/or options. Any request by the Vendor/Contractor for consideration of a price adjustment must be submitted in writing to the County at the time of County notice of its decision to exercise Contract renewal (this provision), and the Vendor/Contractor must provide written evidence based on increased costs to the Vendor/Contractor. Documentation of these increases must be furnished to the County upon request. Any price adjustment (increase or decrease) approved by the County shall impose upon the Vendor/Contractor the requirement to advise and extend to the County price reductions when costs similarly decrease. D. Either party may cancel this Contract, in whole or in part, by giving ninety (90) days prior notice in writing. However, the Vendor/Contractor shall not be authorized to exercise this cancellation option during the first one-hundred eighty (180) days of the Contract. The number of days within which, or the dates by which, the work is to be substantially completed and ready for final payment are set forth in the agreement. 8.2. BID PRICE/SUBMITTAL REQUIREMENTS: A. The prices bid shall remain firm during the period of the Contract. The prices bid shall be inclusive of all labor, equipment, and materials as specified within this solicitation. The price bid constitutes the total compensation payable to the Vendor/Contractor for performing the work. B. Unless otherwise stated, the prices bid shall include all costs of packing, transporting, delivery, and services to the designated point within Hernando County. C. The Bidder hereby certifies that this bid is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a bid for the same materials, Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 15 supplies, services, or equipment and is in all respects fair and without collusion or fraud. Further, the Bidder hereby agrees to abide by all terms and conditions of this bid and certifies that the person executing the Bid Form is authorized to sign this bid for the Bidder. D. The Bidder warrants that the prices of the items set forth herein do not exceed those charged by the Bidder under a contract with the State of Florida or any of its agencies. E. Bidder must submit the solicitation document in its entirety, including the Solicitation-Offer- Award cover sheet, Bid Specifications, Bid Form, and all required forms/certifications. Failure to submit these forms may render its bid as non-responsive. 8.3. QUALIFICATION OF BIDDERS: A. This bid shall be awarded to a responsive, responsible bidder, qualified by experience to provide the work specified. The Bidder will submit the following information with their bid: 1. List and brief description of substantially similar work (size and scope) for at least three (3) references of firms, and/or governmental agencies/entities satisfactorily completed with location, dates of contract, names, addresses, telephone numbers and email addresses of owners by completing the reference sheets attached in Section 14. These references must be for work performed within the past three (3) years. 2. List of equipment and facilities available to do work. 3. List of personnel, by name and title, contemplated to perform the work. B. Failure to submit this information may be cause for rejection of your bid. 8.4. BID EVALUATION AND AWARD: Bid evaluation will be based on price, conformance with specifications and the Bidder’s ability and resources to perform the contract in accordance with the terms and conditions required. Bidders must submit all data necessary to evaluate and determine the quality of the item(s) and/or services they are bidding. A Vendor/Contractor shall not be qualified to bid when investigation by the Chief Procurement Officer of that Vendor/Contractor is either delinquent on a previously awarded contract or in litigation with Hernando County on a previously awarded contract. 8.5. BID EVALUATION AND AWARD (continued) "All-or-None" A. Award shall be made on an “All-or-None Total Offer” basis to the lowest, responsive, and responsible Bidder. However, the County reserves the sole right to reject any and all bids in accordance with the Hernando County Procurement Ordinance. Failure to provide a price for all areas upon the Bid Form may deem the Bidder’s response/submission as non-responsive. 8.6. BID EVALUATION AND AWARD (continued) A. If two (2) or more fully responsive, responsible bids are received for the same total amount or unit price, quality and service being equal, the County reserves the right to award the contract Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 16 to the Bidder whose place of business is located within the boundaries of Hernando County, Florida. Should tie bids, as described above, be received from either two (2) or more Hernando County Bidders or from non-local Bidders when no Hernando County Bidder has submitted a tie bid, then the Board of County Commissioners shall award the contract to one (1) Vendor/Contractor by drawing lots in a public meeting. B. The County shall be the sole judge as to the relative merits of the bids received. C. If a separate written contract is not required by the County; a written letter of award, mailed or otherwise furnished to the successful Bidder, shall result in a binding contract without further action by either party. D. Discounts for payments within less than twenty (20) days will not be considered in evaluation of bids, however, offered discounts will be taken for less than twenty (20) days if payment is made within the discount period. 8.7. HOURS: Work hours will be determined by each department location, Monday through Friday, except County holidays. The County may, on certain occasions, approve work outside of these times. Such exception(s) must be approved in writing by the County at least one (1) day in advance. Services will not be permitted when operations would cause a traffic or safety hazard. 8.8. WARRANTIES: The Bidder agrees that the supplies and services furnished under this award shall be covered by the most favorable commercial warranties the Bidder gives to any customer for comparable quantities of such supplies or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the County by any other provision of this award. 8.9. DELIVERY AND ACCEPTANCE: A. The County will order services by issuance of a Hernando County numbered purchase order (PO). Each purchase order will specify the scope of work, location and date(s) for service required. B. Receipt of services/supplies shall not constitute acceptance. Final acceptance and authorization of payment shall be given only after thorough inspection indicates that the services/supplies delivered meet bid specifications and conditions. Should the services/supplies differ in any respect from the specifications, payment will be withheld until such time as the Vendor/Contractor takes necessary corrective action. If the proposed corrective action is not acceptable to the County, final acceptance of the services may be refused, in which case the services shall remain the property of the Vendor/Contractor and the County shall not be liable for payment for any portion thereof. C. Unless otherwise specified, services shall be performed as described in these contract documents. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 17 D. Vendor/Contractor(s) shall not commence work prior to the County’s receipt and acceptance of the certification of insurance, and any other required documents/certificates as specified by these contract documents. 8.10. REJECTION OF BID: The County reserves the sole right to reject any and all bid submissions. Bids which are incomplete, unbalanced, conditional, obscure or which contain additions not required, or irregularities of any kind, or which do not comply with every aspect of this solicitation, may be rejected at the option of the County. A Vendor/Contractor shall not be qualified to bid when an investigation by the Chief Procurement Officer finds the Vendor/Contractor delinquent on a previously awarded contract or in litigation with a Hernando County previously awarded contract. 8.11. MINOR INFORMALITIES AND IRREGULARITIES: Hernando County has the right to waive minor defects or variations of a bid from the exact requirements of the specifications that do not affect price, quality, quantity, delivery, or performance time of the services being procured. If insufficient information is submitted by a Bidder with the bid for Hernando County to properly evaluate the bid, Hernando County has the sole right to require such additional information as it may deem necessary after the time set for receipt of bids, provided that the information requested does not change the price, quality, quantity, delivery, or performance time of the services being procured. The Board of County Commissioners reserves the sole right to reject any or all bids in whole or in part; to award by any item, group(s) of items or in the aggregate whichever is most advantageous to the County. 8.12. NON-EXCLUSIVE CONTRACT: Award of a contract resulting from this bid imposes no obligation on the County to utilize the Vendor/Contractor for all work of this type, which may develop during the contract period. This is not an exclusive contract. The County specifically reserves the right to contract with another company for similar work if it deems such action to be in the County’s best interest. 8.13. NON-PERFORMANCE: Time is of the essence in this Contract and failure to deliver the services specified within the time period required shall be considered a default. A. In case of default, the County may procure the services from other sources and hold the Vendor/Contractor responsible for all costs occasioned thereby and may immediately cancel the contract. The Chief Procurement Officer reserves the sole right to impose and debar Vendor/Contractors, as a direct result of Vendor/Contractor default and termination for a period of twelve (12) months to twenty-four (24) months depending upon the severity of the default resulting in contract termination. The Vendor/Contractor and its sureties (if any) shall be liable for any damage to the County resulting from the Vendor/Contractor’s default of the contract. This liability includes any increased costs incurred by the County in completing contract performance. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 18 8.14. ASSIGNMENT: The successful Bidder is required to perform this contract and may not assign, transfer, convey, sublet, or otherwise dispose of any award or any or all of its rights, title, or interest therein, or the resulting contractual agreement in whole or in part without prior written authorization given at the sole discretion of Hernando County. 8.15. PUBLIC ENTITY CRIMES: Any person submitting a bid or proposal in response to this Invitation to Bid certifies that they are aware of, and in compliance with, all requirements under Section 287.133, Florida Statutes (Current Edition), on public entity crimes. Bidders must complete and return with its bid the Sworn Statement to Public Entity Crimes Form attached in these bid documents. 8.16. LICENSES AND PERMITS: Prior to furnishing the requested product(s) or service(s), it shall be the responsibility of the awarded Vendor/Contractor to obtain, at no additional cost to Hernando County, any and all licenses and permits required to complete this contractual service. These licenses and permits shall be readily available for review by the Chief Procurement Officer or their designee. 8.17. LAWS, REGULATIONS, PERMITS AND TAXES: Vendor/Contractor shall comply with County's jobsite procedures and regulations and with all applicable local, State, and Federal laws, rules and regulations and shall obtain all permits required for any of the work performed hereunder. Vendor/Contractor shall procure and pay for all permits and inspections required for any of the work performed hereunder and shall furnish any bonds, security or deposits required to permit performance of the work. Vendor/Contractor shall, to the extent permissible under applicable law, comply with the jobsite provisions which validly and lawfully apply to work on the specific jobsite being performed under this contract. The County of Hernando is exempt from Federal excise taxes and all sales taxes. 8.18. MODIFICATIONS/AMENDMENTS AND CHANGE ORDERS: Without invalidating the contract, the County may, at any time or from time to time, through its Chief Procurement Officer or designee, order additions, deletions, or revisions in the work, the same being authorized by change order or contract modification/amendment. The cumulative total of change orders and/or modifications/amendments to this contract under $35,000.00 (cap) will be approved by the Chief Procurement Officer or its designee. Once the $35,000.00 cap is reached, all other additions, or revisions to this contract that exceed the “cap” are subject to approval by the Hernando County Board of County Commissioners through Board agenda item. Only upon receipt of a change order, or modification/amendment executed by the Vendor/Contractor and County (subject to approval by the Chief Procurement Officer and/or Board of County Commissioners – as applicable) shall the Vendor/Contractor be authorized to proceed with the work involved. All such work shall be executed under the applicable terms and conditions contained in the contract documents. In addition: Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 19 A. The County will execute an appropriate modification/amendment to the contract if such modification/amendment to the contract is approved by the Chief Procurement Officer or Board of County Commissioners (as approvable) and, B. It is the Vendor/Contactor’s responsibility to notify its surety of any changes affecting the general scope of the work/services or change of the contract price, and amount of the applicable bond(s) shall be adjusted accordingly. 8.19. TAXES: A. The Board of County Commissioners, Hernando County, Florida, has the following Tax Exemption Certificates assigned: 1. Florida Sales and Use Tax Exemption Certificate No. 85-8012556945C-8, effective 1/31/2019 – expiring on 1/31/2024. B. This exemption does not apply to purchases of tangible personal property made by Vendor/Contractor(s) who use the tangible personal property in the performance of contracts for improvements of County owned real property (Chapters 192 and 212, F.S. (Current Edition) and applicable rules of the Department of Revenue). 8.20. MANUFACTURERS' NAME AND APPROVED EQUIVALENTS: Manufacturers' names, trade names, brand names, information and/or catalog number listed in a specification are for informational purposes only and are not intended to limit competition. Said listing is for the purpose of item identification and to establish standards for quality, style and features. Bids on equivalent items will be considered unless items are noted as no substitutes. The Bidder may offer any brand for which they are an authorized representative, which meets or exceeds the specifications for any item(s). If bids are based on equivalent products, indicate on the Bid Form the manufacturers' name and catalog number. Bidder shall submit with their bid, cuts, sketches, and descriptive literature and/or specifications. The Bidder should also explain in detail the reasons(s) why and submit proof that the proposed equivalent will meet the specifications and not be considered an exception thereto. Hernando County Board of County Commissioners reserves the sole right to be the sole judge of what is equal and acceptable. Bids which do not comply with these requirements may be found non-responsive and subject to rejection. If Bidder fails to name a substitute, it will be assumed that they are bidding on and will be required to furnish goods identical to the bid standard as specified. 8.21. LITIGATION/WAIVER OF JURY TRIAL: This agreement shall be governed by and construed according to Florida law. Venue for any dispute or formal litigation concerning this agreement shall be in the appropriate court with territorial jurisdiction over Hernando County, Florida. In the event of a dispute or litigation, each party to such dispute or litigation shall be solely responsible for its own attorneys’ fees and costs. This agreement shall not be construed for or against any party hereto, without regard to which party is wholly or partly responsible for its drafting. Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 20 to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this contract and/or any other claim of injury or damage. 8.22. TERMINATION: A. Termination for Default: 1. The County may, by written notice to the Vendor/Contractor, terminate this contract for default in whole or in part (delivery orders, if applicable) if the Vendor/Contractor fails to: a. Provide products or services that comply with the specifications herein or fails to meet the County’s performance standards. b. Deliver the supplies or to perform the services within the time specified in this contract or any extension. c. Make progress so as to endanger performance of this contract. d. Perform any of the other provisions of this contract. 2. Prior to termination for default, the County will provide adequate written notice to the Vendor/Contractor through the Chief Procurement Officer, Procurement Department, affording them the opportunity to cure the deficiencies or to submit a specific plan to resolve the deficiencies within ten (10) days (or the period specified in the notice) after receipt of the notice. Failure to adequately cure the deficiency shall result in termination action and possible debarment. Such termination may also result in suspension or debarment of the Vendor/Contractor for a period of twelve (12) to twenty-four (24) months depending upon the severity of the Vendor/Contractor’s action that caused the default in accordance with the County’s Procurement Ordinance. The Vendor/Contractor and its sureties (if any) shall be liable for any damage to the County resulting from the Vendor/Contractor’s default of the contract. This liability includes any increased costs incurred by the County in completing contract performance. 3. In the event of termination by the County for any cause, the Vendor/Contractor will have, in no event, any claim against the County for lost profits or compensation for lost opportunities. After a receipt of a Termination Notice and except as otherwise directed by the County the Vendor/Contractor shall: a. Stop work on the date and to the extent specified. b. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. c. Transfer all work in process, completed work, and other materials related to the terminated work as directed by the County. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 21 d. Continue and complete all parts of that work that have not been terminated. 4. If the Vendor/Contractor’s failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Vendor/Contractor, the contract shall not be terminated for default. Examples of such causes include (1) acts of God or the public enemy, (2) acts of a government in its sovereign capacity, (3) fires, (4) floods, (5) epidemics, (6) strikes and (7) unusually severe weather. B. Termination for Convenience: The County, by written notice, may terminate this contract, in whole or in part, when it is in the County’s interest. If this contract is terminated, the County shall be liable only for goods or services delivered and accepted. The County Notice of Termination may provide the Vendor/Contractor ninety (90) days prior notice before it becomes effective. A termination for convenience may apply to individual delivery orders, purchase orders or to the contract in its entirety. 8.23. FISCAL NON-FUNDING In the event sufficient budgeted funds are not available for a new fiscal period, the County must notify the Vendor/Contractor of such occurrence and the contract shall terminate on the last day of current fiscal period without penalty or expense to the County. 8.24. USE OF CONTRACT BY OTHER GOVERNMENT AGENCIES: A. At the option of the Vendor/Contractor, the use of the contract resulting from this solicitation may be extended to other governmental agencies, including the State of Florida, its agencies, political subdivisions, counties, and cities. B. Each governmental agency allowed by the Vendor/Contractor to use this contract shall do so independent of any other governmental entity. Each agency shall be responsible for its own purchases and shall be liable only for goods or services ordered, received, and accepted. No agency receives any liability by virtue of this bid and subsequent contract award. 8.25. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION: By submission of this bid, the Bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, that in connection with this procurement: A. The prices in this bid have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor. B. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 22 8.26. INTERIM EXTENSION OF PERFORMANCE: If it is determined that interim performance is required to allow for the solicitation and award of a new contract, the County may unilaterally extend the contract for a maximum period of up to six (6) months. Current pricing, delivery and all other terms and conditions of the contract shall apply during this interim period. 8.27. COMPETENCY OF BIDDERS: The County reserves the right to make such investigations as they may deem necessary to establish the competency and financial ability of any Bidder to perform the work; and if after investigation, the evidence of their competency or financial ability is not satisfactory, the County reserves the right to reject their bid. 8.28. MAINTENANCE OF RECORDS: The Vendor/Contractor will keep adequate records and supporting documents applicable to this contract. Said records and documentation will be retained by the Vendor/Contractor for a minimum of five (5) years from the date of final payment on this contract. The County and its authorized agents shall have the right to audit, inspect and copy records and documentation as often as the County deems necessary during the period of this contract and a period of five (5) years after completion of contract performance; provided however, such activity shall be conducted only during normal business hours. The County during the period of time defined by the preceding sentence, shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of the Vendor/Contractor as concerns the aforesaid records and documentation. Pursuant to Section 119.0701 (Current Edition), Florida Statutes, Vendor/Contractor shall comply with the Florida Public Records’ laws and shall: A. Keep and maintain records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S. (Current Edition), or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirement are not disclosed except as authorized by law; and, D. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Vendor/Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. E. Failure to comply with this section shall be deemed a breach of the contract and enforceable as set forth in Section 119.0701, Florida Statutes (Current Edition). Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 23 IF THE VENDOR/CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES (CURRENT EDITION), TO THE VENDOR/CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 352-754- 4020, PURCHASING@HERNANDOCOUNTY.US, WITH AN OFFICE LOCATED AT 15470 FLIGHT PATH DRIVE, BROOKSVILLE, FL 34604. Per Florida Statute 20.055(5) (Current Edition), it is the duty of every state officer, employee, agency, special district, board, commission, contractor, and subcontractor to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing pursuant to this section. 8.29. PAYMENT: A. Payment for services received will be accomplished by submission of an invoice, in duplicate, with purchase order number referenced thereon at the completion of each specified job. Said invoice(s) shall be submitted to the Ship To address on the Purchase Order. B. Each invoice shall give a detailed breakdown of the services provided. C. The Vendor/Contractor may invoice the County after each work order is complete. Invoice shall reference and be based upon the quantity report received after project completion. D. Payment will be made in no less than forty-five (45) days, per Florida Statute 218.74 (Current Edition). Terms not within Hernando County's payment period are not acceptable and may be cause for rejection. E. Payment to Vendor/Contractor by Electronic Payment Solution: ACH (Direct Deposit): If the Vendor/Contractor is enrolled in the County’s ACH electronic payment solution, all payments will be made using the direct deposit which may or may not include a pre-note transaction. The Vendor/Contractor’s bank account information will remain confidential to the extent provided by law and necessary to make direct deposit payments. Once the County has approved payment, an electronic remittance advice will be sent to the Vendor/Contractor via e-mail. 8.30. CONFLICT OF INTEREST: A. Conflict of Interest of Officers or Employees of the Contracting Entity/Local Jurisdiction, Members of the Local Governing Body, or Other Elected Officials: No member or employee of the contracting entity/local jurisdiction or its designees or agents; no member of the governing body; and no other public official of Hernando County who exercises any function or responsibility with respect to this contract, during their tenure or for two (2) years thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed. Further, the Vendor/Contractor shall cause to be incorporated in all subcontracts, the language set forth in this paragraph prohibiting conflict of interest. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 24 B. Employee Conflict of Interest: It shall be unethical for any Hernando County employee to participate directly or indirectly in a procurement contract when Hernando County employee knows that: 1. Hernando County employee or any member of Hernando County employee's immediate family has a financial interest in the procurement contract; or 2. Any other person, business, or organization with whom Hernando County employee or any member of a Hernando County employee's immediate family is negotiating or has an arrangement concerning prospective employment is involved in the procurement contract; or 3. A Hernando County employee or any member of a Hernando County employee's immediate family who holds a financial interest in a disclosed blind trust shall not be deemed to have a conflict of interest with regard to matters pertaining to that financial interest. C. Former Employee Conflict of Interest: It shall be a violation for any person, business or organization contracting with County to employ in any capacity, any former County employee or member of County employee's immediate family within two (2) years of that employee's separation from employment with the County, unless the employer or the former County employee files with the County Clerk, the County’s Employment Disclosure Statement. The penalty for this violation may include disqualification of the bid submission. 8.31. GRATUITIES AND KICKBACKS: A. Gratuities: It shall be unethical for any person to offer, give, or agree to give any Hernando County employee or former Hernando County employee, or for any Hernando County employee or former Hernando County employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, or to influence the content of any specification or procurement standard, or to act in an render advisory, investigative or auditing capacity. The County in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or sub-contract, or to any solicitation or proposal, therefore. B. Kickbacks: It shall be unethical for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime Vendor/Contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. 8.32. E-VERIFY: A. Vendor/Contractor is advised that the County has entered into an agreement with U.S. Immigration and Customs Enforcement (ICE) wherein the County will, in part, seek to promote Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 25 the principles of ethical business conduct, prevent the knowing hiring of unauthorized workers through self-governance, and encourage voluntary reporting of the discovery of unauthorized workers to ICE (the IMAGE Agreement). Accordingly, by submitting your bid, Vendor/Contractor represents and warrants (a) that the Vendor/Contractor is in compliance with all applicable Federal, State and local laws, including, but not limited to, the laws related to the requirement of an employer to verify an employee’s eligibility to work in the United States, (b) that all of the Vendor/Contractor employees are legally eligible to work in the United States, and (c) that the Vendor/Contractor has actively and affirmatively verified such eligibility utilizing the Federal Government’s Employment Verification Eligibility Form (I-9 Form). B. A mere allegation of Vendor/Contractor’s intent to use and/or current use of unauthorized workers may not be a basis to delay the County’s award of a contract to the Vendor/Contractor unless such an allegation has been determined to be factual by Immigration and Customs Enforcement (ICE) pursuant to an investigation conducted by ICE prior to the date the contract is scheduled to be awarded by the County. C. Legitimate claims of the Vendor/Contractor’s use of unauthorized workers must be reported to both of the following agencies: 1. The County’s Procurement Department at (352) 754-4020: and 2. Immigration and Customs Enforcement (ICE) at 1-866-DHS-2-ICE D. In the event it is discovered that the Vendor/Contractor’s employees are not legally eligible to work in the United States, the County may, in its sole discretion, demand that the Vendor/Contractor cure this deficiency within a specified time frame, and/or immediately terminate the contract without any cost or penalty to the County, and/or debar the Vendor/Contractor from bidding on all County contracts for a period up to twenty-four (24) months, and/or take any and all legal action deemed necessary and appropriate. E. Vendor/Contractor is required to incorporate the following IMAGE best practices into its business and, when practicable, incorporate verification requirements into its agreements with subcontractors: 1. Use the Department of Homeland Security employment eligibility verification program (E- Verify) to verify the employment eligibility of all new hires. 2. Use the Social Security Number verification service and make good faith effort to correct and verify the names and Social Security Numbers of the current workforce. 3. Establish a written hiring and employment eligibility verification policy. 4. Establish an internal compliance and training program related to the hiring and employment verification process, to include, but not limited to, completion of Form I-9, how to detect Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 26 fraudulent use of documents in the verification process, and how to use E-Verify and the Social Security Number Verification Service. 5. Require the Form I-9 and E-Verify process to be conducted only by individuals who received appropriate training and include secondary review as of each employee’s verification to minimize the potential for a single individual to subvert the process. 6. Arrange for annual Form I-9 audits by an external auditing firm or a trained employee not otherwise involved in the Form I-9 process. 7. Establish a procedure to report to ICE credible information of suspected criminal misconduct in the employment eligibility verification process. 8. Establish a program to assess subcontractors’ compliance with employment eligibility verification requirements. Encourage Vendor/Contractors to incorporate the IMAGE best practices contained in this article and, when practicable, incorporate the verification requirements in subcontractor agreements. 9. Establish a protocol for responding to letters received from Federal and State government agencies indicating that there is a discrepancy between the agency’s information and the information provided by the employer or employee; for example, “no match” letters received from the Social Security Administration. 10. Establish a tip line mechanism (inbox, e-mail, etc.) for employees to report activity relating to the employment of unauthorized workers, and a protocol for responding to employee tips. 11. Establish and maintain appropriate policies, practices, and safeguards against use of the verification process for unlawful discrimination, and to ensure that U.S. citizens and authorized workers do not face discrimination with respect to hiring, firing, recruitment or referral for a fee because of citizenship status or national origin. 12. Maintain copies of any documents accepted as proof of identify and/or employment authorization for all new hires. 8.33. SCRUTINIZED COMPANIES PURSUANT TO FLORIDA STATUTE 287.135 AND 215.473 (Current Edition): Vendor/Contractor must certify that the company is not participating in a boycott of Israel. Vendor/Contractor must also certify that Vendor/Contractor is not on the Scrutinized Companies that Boycott Israel List, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or has been engaged in business operations in Cuba or Syria. Subject to limited exceptions provided in State law, the County will not contract for the provision of goods or services with any scrutinized company referred to above. Vendor/Contractor must submit the certification form included as an attachment to this solicitation. Submitting a false certification shall be deemed a material breach of contract. The County shall provide Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 27 notice, in writing, to the Vendor/Contractor of the County’s determination concerning the false certification. The Vendor/Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, the Vendor/Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Vendor/Contractor does not demonstrate that the County’s determination of false certification was made in error, then the County shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes (Current Edition), as amended from time to time. 8.34. INSURANCE REQUIREMENTS: A. INDEMNITY, SAFETY AND INSURANCE PROVISIONS: 1. Indemnity: To the fullest extent permitted by Florida law, the Vendor/Contractor covenants, and agrees that it will indemnify and hold harmless the County and all of the County's officers, agents, and employees from any claim, loss, damage, cost, charge, attorney’s fees and costs, or any other expense arising out of any act, action, neglect, or omission by Vendor/Contractor during the performance of the contract, whether direct or indirect, and whether to any person or property to which the County or said parties may be subject, except that neither the Vendor/Contractor nor any of its subcontractors, or assignees, will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the County or any of its officers, agents, or employees. 2. Protection of Person and Property: a. The Vendor/Contractor will take all reasonable precautions for, and will be responsible for initiating, maintaining and supervising all programs relating to the safety of all persons and property affected by, or involved in, the performance of his operations under this Contract. b. The Vendor/Contractor will take all reasonable precautions to prevent damage, injury or loss to: (a) all persons who may be affected by the performance of his operations, including employees; (b) all materials and equipment; and (c) all property at or surrounding the work site. In an emergency affecting the safety of persons or property, the Vendor/Contractor will act, with reasonable care and discretion, to prevent any threatened damage, injury or loss. B. MINIMUM INSURANCE REQUIREMENTS: Vendor/Contractor shall procure, pay for and maintain at least the following insurance coverage and limits. Said insurance shall be evidenced by delivery to the County of a certificate(s) of insurance executed by the insurers listing coverage and limits, expiration dates and terms of policies and all endorsements whether or not required by the County, and listing all carriers issuing said policies. The insurance requirements shall remain in effect throughout the term of this Contract. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 28 1. Workers' Compensation: As required by law: a. State......................................................................................Statutory b. APPLICABLE FEDERAL.......................................................Statutory c. EMPLOYER'S LIABILITY.......................................................Minimum: i. $100,000.00 each accident ii. $100,000.00 by employee iii. $500,000.00 policy limit d. Exemption per Florida Statute 440: If a Vendor/Contractor has less than three (3) employees and states that they are exempt per Florida Statute 440, they must provide an exemption certificate from the State of Florida. Otherwise, they will be required to purchase Workers’ Compensation Insurance and provide a copy of Workers Compensation Insurance. https://www.myfloridacfo.com/Division/WC/Employer/Exemptions/ 2. General Liability: Comprehensive General Liability including, but not limited to, Independent Contractor, Contractual Premises/Operations, and Personal Injury covering the liability assumed under indemnification provisions of this Contract, with limits of liability for personal injury and/or bodily injury, including death. a. Coverage as follows: i. EACH OCCURRENCE..............................................................$1,000,000.00 ii. GENERAL AGGREGATE ........................................$2,000,000.00 iii. PERSONAL/ADVERTISING INJURY..............................$1,000,000.00 iv. PRODUCTS-COMPLETED OPERATIONS AGGREGATE........$2,000,000.00 Per Project Aggregate (if applicable) b. ALSO, include in General Liability coverage for the following areas based on limits of policy, with: i. FIRE DAMAGE (Any one (1) fire.........................................$50,000.00 ii. MEDICAL EXPENSE (Any one (1) person).......................... $5,000.00 3. Additional Insured: Vendor/Contractor agrees to endorse Hernando County as an additional insured on the Comprehensive General Liability. The Additional Insured shall read “Hernando County Board of County Commissioners.” Proof of Endorsement is required. 4. Waiver of Subrogation: Vendor/Contractor agrees by entering into this Contract to a Waiver of Subrogation for each required policy herein. When required by the insurer, or should a Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 29 policy condition not permit Vendor/Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Vendor/Contractor aggress to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should Vendor/Contractor enter into such an agreement on a pre-loss basis. 5. AUTOMOBILE LIABILITY: Comprehensive automobile and truck liability covering any auto, all owned autos, scheduled autos, hired autos, and non-owned autos. Coverage shall be on an "occurrence" basis. Such insurance to include coverage for loading and unloading hazards. Coverage as follows: a. COMBINED SINGLE LIMIT (CSL)........................................... $1,000,000.00 or: i. BODILY INJURY (Per Person)................................................. $1,000,000.00 ii. BODILY INJURY (Per Accident)............................................... $1,000,000.00 iii. PROPERTY DAMAGE..............................................................$1,000,000.00 6. PROFESSIONAL LIABILITY (if applicable it will be noted below separately): 7. BUILDERS RISK INSURANCE (if applicable it will be noted below separately): 8. CRIME PREVENTION – BOND (if applicable it will be noted below separately): 9. EXCESS/UMBRELLA LIABILITY (if applicable it will be noted below separately): 10. POLLUTION LIABILITY (if applicable it will be noted below separately): 11. SUBCONTRACTORS (if applicable): All subcontractors hired by said Contractor are required to provide Hernando County Board of County Commissioners a Certificate of Insurance with the same limits required by the County as required by the Contract. All subcontractors are required to name Hernando County Board of County Commissioners as additional insured and provide a Waiver of Subrogation in regards to General Liability. 12. RIGHT TO REVISE OR REJECT: County reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the criteria stated herein. Additionally, County reserves the right, but not the obligation, to review and reject any insurer providing coverage due of its poor financial condition or failure to operating legally. C. EACH INSURANCE POLICY SHALL INCLUDE THE FOLLOWING CONDITIONS BY ENDORSEMENT TO THE POLICY: 1. Vendor/Contractor agrees to provide County with a Certificate of Insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect, and the Certificate of Insurance shall provide a minimum thirty (30) day endeavor to Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 30 notify, when available by Vendor/Contractor’s insurer. If the Vendor/Contractor receives a non-renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives noticed that coverage no longer complies with the insurance requirements herein, Vendor/Contractor agrees to notify the County by email within five (5) business days with a copy of the non-renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder shall read: Hernando County Board of County Commissioners Attention: Human Resources/Risk Department 15470 Flight Path Drive, Brooksville, Florida 34604 2. Companies issuing the insurance policy, or policies, shall have no recourse against the County for payment of premiums or assessments for any deductibles which all are the sole responsibility and risk of Vendor/Contractor. 3. The term "County" or "Hernando County" shall include all authorities, boards, bureaus, commissions, divisions, departments, and offices of the County and individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of Hernando County. 4. The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by County, to any such future coverage, or to County's Self-Insured Retentions of whatever nature. D. The Vendor/Contractor shall be required to provide a current Certificate of Insurance to the County prior to commencement of services. E. Bidders may, at the County's request, be required to provide proof that their firm meets the preceding insurance requirements, by submission of a Certificate Of Insurance coverage(s), prior to award of the Contract. F. Failure of the Owner to demand such certificates or other evidence of full compliance with these insurance requirements or failure of the Owner to identify a deficiency from evidence provided shall not be construed as a waiver of Vendor/Contractor’s obligation to maintain such insurance. 8.35. MINIMUM WAGE RATES: A. The Vendor/Contractor shall be required to pay their employees no less than the Federal minimum wage rate. B. If the contract should be renewed, the contract shall be adjusted for benefit of the Vendor/Contractor in proportion with Federal law governing wage rates during the period of the contract for labor-related costs only. C. The County reserves the right to inspect the payroll records of the Vendor/Contractor, as may be deemed necessary, to determine that the Vendor/Contractor is complying with Federal wage and hour law. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 31 8.36. SAFETY PRECAUTIONS: A. The Vendor/Contractor shall be responsible for instructing their workmen in appropriate safety measures with respect to all services provided under this contract and shall not permit them to place equipment in traffic lanes or other locations in such a manner as to create a safety hazard. B. All equipment shall be equipped with all necessary safety equipment to satisfy all applicable Florida Department of Transportation (FDOT) and Occupational Safety and Health Administration (OSHA) requirements. 8.37. RESPONSIVE/RESPONSIBLE: At the time of submitting a bid response, the County requires that the Bidder be properly licensed and registered to do business in the State of Florida in accordance with applicable Florida Statutes (F.S.). Bid responses that fail to provide the required forms listed in these bid documents may be rejected as non-responsive. Bidders whose responses, past performance, or current status do not reflect the capability, integrity or reliability to fully and in good faith perform the requirements of the bid may be rejected as non-responsible. The County reserves the sole right to determine which responses meet the requirements of this solicitation, and which Bidders are responsive and responsible. The County reserves the sole right before awarding the bid, to require a Bidder to submit such evidence of their qualifications as it may deem necessary and may consider any evidence available to it of the financial, technical, and other qualifications and abilities of a Bidder to perform the work in a satisfactory manner and within the time specified. The Bidder is assumed to be familiar with all Federal, State, or local laws, ordinances, rules, and regulations that in any manner affect the work, and to abide thereby if awarded the bid/contract. Ignorance of legal requirements on the part of the Bidder/Vendor/Contactor will in no way relieve their responsibility. 8.38. CONE OF SILENCE This solicitation falls under the Hernando County Procurement Ordinance 93-16 (Current Edition). After a bid is opened or a short list is established for an Invitation to Bid (ITB), Request for Qualification (RFQ), or Request for Proposal (RFP), a Vendor/Contractor or representative as defined in the Ordinance, may not seek information or clarification or in any way contact any official or employee of the County concerning this solicitation with the exception of the Hernando County Chief Procurement Officer, County Attorney, or an individual specifically designated in this document for dissemination of information. A copy of any written communication concerning this solicitation shall be filed with the Procurement Department and shall be made available to the public upon request. A violation of the cone of silence renders any award voidable at the sole discretion of the Chief Procurement Officer with approval from the Board of County Commissioners and may subject the potential Vendor/Contractor or representative to debarment. Nothing in the Ordinance prevents a Vendor/Contractor or representative from taking part in a public meeting concerning the solicitation. A. All Vendors/Contractors or representatives are hereby placed on formal notice. A lobbying cone of silence period shall commence upon issuance of the solicitation until the Board selects the successful Bidder. For procurements that do not require Board approval, the cone of silence period commences upon solicitation issuance and concludes upon contract award. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 32 B. Neither the members of the Board of County Commissioners nor candidates for County Commission, nor any employees from the Hernando County Government, Hernando County staff members, nor any members of the evaluation team are to be lobbied, either individually or collectively, concerning this project. Vendors/Contractors or representatives who intend to submit bids, or have submitted bids, for this project are hereby placed on formal notice that they are not to contact County personnel for such purposes as holding meetings of introduction, meals, or meetings relating to the selection process outside of those specifically scheduled by the County. Any such lobbying activities may cause immediate disqualification from this project. 8.39. CLAIMS A. Chief Procurement Officer’s Decision Required: All claims, except those waived, shall be referred to the Chief Procurement Officer for decision. B. Notice: Written notice stating the general nature of each claim shall be delivered by the claimant to the Chief Procurement Officer and the other party to the contract promptly but in no event later than thirty (30) days after the start of the event giving rise thereto. The responsibility to substantiate a claim shall rest with the party making the claim. Notice of the amount or extent of the claim, with supporting data, shall be delivered to the Chief Procurement Officer and the other party to the contract within sixty (60) days after the start of such event (unless the Chief Procurement Officer allows additional time for claimant to submit additional or more accurate data in support of such claim). A claim for an adjustment in contract price shall be prepared in accordance with the provisions of Section titled "PRICE ADJUSTMENT". Each claim shall be accompanied by claimant’s written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing party shall submit any response to the Chief Procurement Officer and the claimant within thirty (30) days after receipt of the claimant’s last submittal (unless the Chief Procurement Officer allows additional time). C. Chief Procurement Officer’s Action: Chief Procurement Officer will review each claim and, within thirty (30) days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one (1) of the following actions in writing: 1. Deny the claim in whole or in part, 2. Approve the claim, or 3. Notify the parties that the Chief Procurement Officer is unable to resolve the claim if, in the Chief Procurement Officer’s sole discretion, it would be inappropriate for the Chief Procurement Officer to do so. For purposes of further resolution of the claim, such notice shall be deemed a denial. D. In the event that Chief Procurement Officer does not take action on a claim within said thirty (30) days, the claim shall be deemed denied. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 33 E. Chief Procurement Officer’s written action or denial will be final and binding upon Owner and Vendor/Contractor, unless Owner or Vendor/Contractor invoke the dispute resolution procedure set forth in Section titled "DISPUTE RESOLUTION" within thirty (30) days of such action or denial. 8.40. DISPUTE RESOLUTION: A. Owner and Vendor/Contractor may mutually request mediation of any claim submitted to the Owner for a decision before such decision becomes final and binding. The mediation will be governed by the Construction Industry Mediation Rules of the American Arbitration Association in effect as of the effective date of the agreement. The request for mediation shall be submitted in writing to the American Arbitration Association. Timely submission of the request shall stay the effect. B. Owner and Vendor/Contractor shall participate in the mediation process in good faith. The process shall be concluded within sixty (60) days of filing of the request. The date of termination of the mediation shall be determined by application of the mediation rules referenced above. C. If the claim is not resolved by mediation, Chief Procurement Officer’s action or denial pursuant to Section titled "CLAIMS" shall become final and binding thirty (30) days after termination of the mediation unless, within that time period, Owner or Vendor/Contractor: 1. Agrees with the other party to submit the claim to another dispute resolution process, or 2. Gives written notice to the other party of their intent to submit the claim to a court of competent jurisdiction. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 34 9. SPECIAL CONDITIONS Special conditions apply. 9.1. INSPECTION OF FACILITIES/AREAS: It is the Bidder’s responsibility to become fully informed as to the nature and extent of the work required, local site conditions, and any other factors that may impact performance of the contract. The responsibility to inspect the worksite is the sole responsibility of the Bidder. Arrangement for Bidder’s inspection of facilities and/or activity schedule may be secured by calling 352-754-4020. Failure to visually inspect the facilities may be cause for disqualification of your bid. After contract award, no additional compensation will be made as a result of the differences between actual labor and materials required to complete the project and the contract amount. 9.2. PRE-AWARD MEETING Within fourteen (14) days after receipt of notice of intent of award of bid, Vendor/Contractor shall meet with the County’s representative(s) to discuss job procedures and scheduling. 9.3. WARRANTY The awarded Vendor/Contractor shall fully warrant all equipment furnished hereunder against defect in materials and/or workmanship for a period of twelve (12) months from date of delivery/acceptance by Hernando County. Should any defect in materials or workmanship, except ordinary wear and tear, appear during the above stated warranty period, the awarded Vendor/Contractor shall repair or replace same at no cost to the County, immediately upon written notice from the County’s authorized representative. The Vendor/Contractor shall be responsible for either repairing the equipment on site or transporting the equipment to their repair facility at no cost to the County. All warranty provisions of the Uniform Commercial Code shall additionally apply. 9.4. PROTECTION OF PROPERTY/SECURITY: A. The Vendor/Contractor shall provide barricades if necessary and take all necessary precautions to protect buildings and personnel. All work shall be completed in every respect and accomplished in a professional manner and the Vendor/Contractor shall provide for removal of all debris from County property. B. The Vendor/Contractor shall at all times, guard against damage or loss to property of Hernando County, or of other Vendor/Contractors, and shall be held responsible for replacing or repairing any such loss or damage. The County may withhold payment or make such deductions as deemed necessary to insure reimbursement or replacement for loss of damage to property through negligence of the Vendor/Contractor or their agent. 9.5. PRICING-FFP The County requires a firm fixed price for the entire contract period. Invoices will be reviewed to confirm compliance with bid pricing. Failure to hold prices firm shall be grounds for immediate termination of the contract. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 35 9.6. CHANGES - SERVICE CONTRACTS: A. The County may at any time by issuance of an executed change order make changes within the general scope of the contract in any of the following areas: 1. Description of services to be performed. 2. Time of performance (i.e., hours of the day, days of the week, etc.). 3. Place of performance of the services. B. If additional work or other changes are required in the areas described above, a price proposal will be required from the Vendor/Contractor. Upon negotiation of the proposal, execution and receipt of the change order, the Vendor/Contractor shall commence performance of the work as specified. C. The Vendor/Contractor shall not commence the performance of additional work or other changes not covered by this contract without an executed change order issued by the Procurement Department. If the Vendor/Contractor performs additional work beyond the specific requirements of this contract without an executed change order, it shall be at their own risk. The County assumes no responsibility for any additional costs for work not specifically authorized by an executed change order. 9.7. REQUIREMENTS CONTRACT: This is a requirements contract and the County shall order from the Vendor/Contractor all of the supplies and/or services specified in the contract’s price schedule that are required to be purchased by the County, except as otherwise provided herein. If the County urgently requires delivery of goods or services before the earliest date that delivery may be required under this contract, and if the Vendor/Contractor will not accept an order providing for accelerated delivery, the County may acquire the goods or services from another source. Except as this contract may otherwise provide, if the County’s requirements do not result in orders in the quantities described as “estimated” in the contract’s price schedule, that fact shall not constitute the basis for an equitable adjustment. 9.8. ADDITIONAL ITEMS: The award of the bid shall be based on the fixed price submitted for the items on the Bid Form attached to these bid documents. Additional items not on the current Bid Form may be added from time to time. However, the County will obtain quotes from at least three Vendor/Contractors who have already submitted bids and these items will be added to the low responsive and responsible Bidder’s contract. 9.9. SITE DAMAGE: The Vendor/Contractor shall be held responsible for damage to any site feature including, but not limited to: irrigation equipment, trees, shrubs, signs, vehicles, etc. caused by the Vendor/Contractor. It shall be the Vendor/Contractor’s responsibility to clean-up and/or rectify, to the County’s satisfaction, any damage to County property caused by any individual(s) connected with the Vendor/Contractor. The Vendor/Contractor shall be notified of the specific nature of the damage and cost of repair. The County Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 36 shall, at its option, invoice the Bidder for payment or reduce the next regular payment to the Vendor/Contractor, for the cost of repairs, materials, and labor. 9.10. CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER - TERM CONTRACTS: It is hereby made a part of this Invitation for Bid that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that Hernando County shall require a “first priority” basis for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by the County. Vendor/Contractor agrees to rent/sell/lease all goods and services to the County or other governmental entities as opposed to a private citizen, on a first priority basis. The County expects to pay contractual prices for all products or services required during an emergency situation. Vendor/Contractor shall furnish a twenty-four (24) hour phone number and email address in the event of such an emergency. The current Federal clauses and forms related to an emergency/hurricane or disaster are provided for review and signature. Current versions may be provided as necessary and can be viewed at www.fema.gov under Contract Provisions Templates. (Vendor Questionnaire 12.4) Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 37 10. FEMA & FTA FEDERAL REQUIREMENTS "FEMA & FTA Conditions Apply if Grant Funded (FEMA, Transit or other)" 10.1. ACCESS TO RECORDS AND REPORTS 49 U.S.C. § 5325(g), 2 C.F.R. § 200.333, 49 C.F.R. part 633 A. Record Retention. The Contractor will retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. B. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than five (5) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. C. Access to Records. The Contractor agrees to provide sufficient access to Hernando County, FTA, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. D. Access to the Sites of Performance. The Contractor agrees to permit FTA, the FEMA Administrator or his authorized representatives and its contractor’s access to the sites of performance under this contract as reasonably may be required. E. Reproduction of Records. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 10.2. CARGO PREFERENCE – USE OF UNITED STATES-FLAG VESSELS 46 U.S.C. § 55305, 46 C.F.R. part 381 The contractor agrees: A. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 38 underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; B. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.); and C. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 10.3. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT 42 U.S.C. §§ 7401 – 7671q, 33 U.S.C. §§ 1251-1387, 2 C.F.R. part 200, Appendix II (G) The Contractor agrees: A. It will not use any violating facilities. B. It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” C. It will report violations of use of prohibited facilities to Hernando County and understands and agrees that Hernando County will, in turn, report each violation as required to assure notification to FTA, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. D. It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). E. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA and FEMA. 10.4. CIVIL RIGHTS AND EQUAL OPPORTUNITY A. Hernando County is an Equal Opportunity Employer. As such, Hernando County agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, Hernando County agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA and any other Federal Agencies to support procurements using exclusionary or discriminatory specifications. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 39 B. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA and any other Federal Agency may issue. 2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA and any other Federal Agency may issue. 3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA and any other Federal Agency may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA and any other Federal Agency may issue. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 40 10.5. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 C.F.R. part 26 A. For all DOT-assisted contracts, each FTA recipient must include assurances that third party contractors will comply with the DBE program requirements of 49 C.F.R. part 26, when applicable. The following contract clause is required in all DOT-assisted prime and subcontracts: B. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1. Withholding monthly progress payments; 2. Assessing sanctions; 3. Liquidated damages; and/or 4. Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b). C. Overview. It is the policy of Hernando County and the United States Department of Transportation (“DOT”) that Disadvantaged Business Enterprises (“DBE’s”), as defined herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT-assisted contracts. It is also the policy of Hernando County to: 1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts; 2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and 7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. D. This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Hernando County shall make all determinations with regard to whether or not a Bidder/Offeror is in compliance with Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 41 the requirements stated herein. In assessing compliance, Hernando County may consider during its review of the Bidder/Offeror’s submission package, the Bidder/Offeror’s documented history of non-compliance with DBE requirements on previous contracts with Hernando County. E. Contract Assurance. The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as Hernando County deems appropriate. 10.6. EMPLOYEE PROTECTIONS 29 C.F.R. part 5, 40 U.S.C. §§3701-3708 FTA Clause Contract Work Hours and Safety Standards for Awards Not Involving Construction A. The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. B. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. C. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. D. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 1. Federal Compliance with the Contract Work Hours and Safety Standards Act. a. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 42 such laborer or mechanic receives compensation at a rate not less than one and one- half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (D.1.a) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (D.1.a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (D.1.a) of this section. 3. Withholding for unpaid wages and liquidated damages. Hernando County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (D.2) of this section. 4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (D.1) through (D.4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (D.1) through (D.4) of this section. 10.7. ENERGY CONSERVATION 42 U.S.C. 6321 et seq., 49 C.F.R. part 622, subpart C The contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 10.8. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION 2 C.F.R. part 180, 2 C.F.R part 1200, 2 C.F.R. part 3000, 2 C.F.R. § 200.213, 2 C.F.R. part 200 Appendix II (I), Executive Order 12549, Executive Order 12689 Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 43 10.9. Debarment, Suspension, Ineligibility and Voluntary Exclusion A. The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA and FEMA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: 1. Debarred from participation in any federally assisted Award. 2. Suspended from participation in any federally assisted Award. 3. Proposed for debarment from participation in any federally assisted Award. 4. Declared ineligible to participate in any federally assisted Award. 5. Voluntarily excluded from participation in any federally assisted Award; or 6. Disqualified from participation in ay federally assisted Award. B. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: C. The certification in this clause is a material representation of fact relied upon by Hernando County. If it is later determined by Hernando County that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Hernando County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.10. LOBBYING RESTRICTIONS 31 U.S.C. § 1352, 2 C.F.R. § 200.450, 2 C.F.R. part 200 appendix II (J), 49 C.F.R. part 20 Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 44 Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. 10.11. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES The Recipient and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA and FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 10.12. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 49 U.S.C. § 5323(l) (1), 31 U.S.C. §§ 3801-3812, 18 U.S.C. § 1001, 49 C.F.R. part 31 A. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA or FEMA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. B. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA or FEMA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate. C. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA or FEMA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 10.13. RECYCLED PRODUCTS/RECOVERED MATERIALS 42 U.S.C. § 6962, 40 C.F.R. part 247, 2 C.F.R. part § 200.322 Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 45 A. The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247. B. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired— 1. Competitively within a timeframe providing for compliance with the contract performance schedule. 2. Meeting contract performance requirements; or 3. At a reasonable price. C. Information about this requirement, along with the list of EPA- designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program 10.14. TERMINATION 2 C.F.R. § 200.339, 2 C.F.R. part 200, Appendix II (B) A. Termination for Convenience (General Provision) 1. Hernando County may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in Hernando County’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Hernando County to be paid the Contractor. If the Contractor has any property in its possession belonging to Hernando County, the Contractor will account for the same, and dispose of it in the manner Hernando County directs. B. Termination for Default [Breach or Cause] (General Provision) 1. If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, Hernando County may terminate this contract for default. Termination shall be affected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 46 2. If it is later determined by Hernando County that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, Hernando County, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience. C. Opportunity to Cure (General Provision) 1. Hernando County, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions 2. If Contractor fails to remedy to Hernando County's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from Hernando County setting forth the nature of said breach or default, Hernando County shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Hernando County from also pursuing all available remedies against Contractor and its sureties for said breach or default. D. Waiver of Remedies for any Breach 1. In the event that Hernando County elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by Hernando County shall not limit Hernando County’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract. 10.15. VIOLATION AND BREACH OF CONTRACT 2 C.F.R. § 200.326, 2 C.F.R. part 200, Appendix II (A) A. Rights and Remedies of Hernando County Hernando County shall have the following rights in the event that Hernando County deems the Contractor guilty of a breach of any term under the Contract. 1. The right to take over and complete the work or any part thereof as Hernando County for and at the expense of the Contractor, either directly or through other contractors; 2. The right to cancel this Contract as to any or all of the work yet to be performed; 3. The right to specific performance, an injunction or any other appropriate equitable remedy; and 4. The right to money damages. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 47 B. Rights and Remedies of Contractor Inasmuch as the Contractor can be adequately compensated by money damages for any breach of this Contract, which may be committed by Hernando County, the Contractor expressly agrees that no default, act or omission of Hernando County shall constitute a material breach of this Contract, entitling Contractor to cancel or rescind the Contract (unless Hernando County directs Contractor to do so) or to suspend or abandon performance. C. Remedies Substantial failure of the Contractor to complete the Project in accordance with the terms of this Agreement will be a default of this Agreement. In the event of a default, Hernando County will have all remedies in law and equity, including the right to specific performance, without further assistance, and the rights to termination or suspension as provided herein. The Contractor recognizes that in the event of a breach of this Agreement by the Contractor before Hernando County takes action contemplated herein, Hernando County will provide the Contractor with sixty (60) days written notice that Hernando County considers that such a breach has occurred and will provide the Contractor a reasonable period of time to respond and to take necessary corrective action. D. Performance during Dispute Unless otherwise directed by Hernando County, Contractor shall continue performance under this Contract while matters in dispute are being resolved. E. Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of its employees, agents or others for whose acts it is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage. 10.16. REMEDIES Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Hernando County and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which Hernando County is located. 10.17. RIGHTS AND REMEDIES The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Hernando County or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 10.18. FEDERAL CHANGES 49 C.F.R. Part 18 Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 48 Contractor shall at all times comply with all applicable FTA and FEMA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser, FTA and FEMA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 10.19. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1F or subsequent revisions The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F or subsequent revisions, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Hernando County requests which would cause Hernando County to be in violation of the FTA terms and conditions. 10.20. PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2020) FAR 52.205-25 A. Definitions. As used in this clause— 1. Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet). 2. Covered foreign country means The People’s Republic of China. 3. Covered telecommunications equipment or services means– a. Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); b. For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); c. Telecommunications or video surveillance services provided by such entities or using such equipment; or d. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 49 to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 4. Critical technology means– a. Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; b. Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- i. Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or ii. For reasons relating to regional stability or surreptitious listening; c. Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); d. Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); e. Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or f. Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). 5. Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. 6. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. 7. Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 50 8. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. 9. Prohibition. a. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (20.10) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. b. Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (20.10) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. 10. Exceptions. This clause does not prohibit contractors from providing— a. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. 11. Reporting requirement. a. In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (20.11.b) of this clause to the Contracting Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 51 Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. b. The Contractor shall report the following information pursuant to paragraph (20.4.1) of this clause i. Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. ii. Within 10 business days of submitting the information in paragraph (20.11.a) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. c. Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (20.11.c) and excluding paragraph (20.9.b), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. 10.21. ADDITIONAL FEMA REQUIREMENTS A. Changes – Service Contracts: 1. The County may at any time by issuance of an executed change order make changes within the general scope of the Contract in any of the following areas: a. Description of services to be performed. b. Time of performance (i.e., hours of the day, days of the week, etc.). c. Place of performance of the services. 2. If additional work or other changes are required in the areas described above, a price proposal will be required from the Vendor/Contractor. Upon negotiation of the proposal, execution and receipt of the change order, the Vendor/Contractor shall commence performance of the work as specified. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 52 3. The Vendor/Contractor shall not commence the performance of additional work or other changes not covered by this Contract without an executed change order issued by the Procurement Department. If the Vendor/Contractor performs additional work beyond the specific requirements of this Contract without an executed change order, it shall be at his/her own risk. The County assumes no responsibility for any additional costs for work not specifically authorized by an executed change order. B. DHS Seal, Logo, and Flags. The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval. C. Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 53 11. SCOPE OF WORK SCOPE AND SPECIFICATIONS 11.1. CONFLICTING TERMS WITH SCOPE AND SPECIFICATIONS: In the event of a conflict between the terms of the contract (including any and all attachments thereto, excluding Scope and Specifications Section, and any amendments thereof) and any of the terms of Scope and Specifications Section, the terms of the Contract (including any and all attachments thereto, excluding Scope and Specifications Section, and any amendments thereof) shall control. 11.2. SCOPE OF WORK: The Vendor/Contractor will supply all materials, labor, and equipment in order to perform annual preventative maintenance services and emergency repairs for the Auxiliary Generator Fleet at the County’s Water Operations, Wastewater Operations, Brooksville-Tampa Bay Regional Airport, Miscellaneous locations throughout the County, and Hernando County Fire and Emergency Services Generators as described in the specifications in Hernando County, Florida. Service hours will be determined by generator location. 11.3. LOCATION OF THE WORK: The work to be performed in this contract will be at various locations, in Hernando County, Florida. See Exhibits A-F. 11.4. TECHNICAL SPECIFICATIONS: Preventative Maintenance Services listed below will be performed on a once per year basis, and as a minimum said service will include: A. Level I Minimum Services to include all items in Paragraph 5, Oil Sampling and Paragraph 6, Emergency Repair Services: 1. Change Oil and Filters 2. Change Fuel Filters 3. Change Air Filters 4. Sample Engine Oil for Engine Wear or Contaminants, Report Results 5. Service Batteries 6. Inspect and Lubricate Generator Bearings 7. Inspect and Lubricate Airflow Louvers 8. Clean Dust and Dirt from Unit and Unit Housing 9. Performance Evaluations Listed below, (Sections 9 through 13) shall be considered Level II Minimum Service. Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 54 a. Starter (cranking ability, operation) voltage drop b. Engine Smoke (critical system indicator) c. Gauges and Indicators (operation, condition) d. Battery Charge Rate (voltage reading, amps reading) e. Fuel Transfer Pump (Pounds per Square Inch (PSI), valves, conditions, leaks) f. Lubrication System (leaks) g. Lubrication System (PSI valve) at High Idle h. Cooling System, Block Heater(s) (leaks, condition) i. Temperature Regulators (operation) (temp reading in degree Fahrenheit) j. Governor (operation, stability, response) k. Turbocharger (operation) l. After Cooler (condition, leaks) m. Safety Devices (operation, condition) (any faults) 10. Oil Pressure a. Water Temperature b. Overspeed c. Overcrank d. Water Level e. Others 11. Control Panel (operation, condition) (any faults) 12. Electric Power Generator (operation) a. Voltage b. Amperage c. Hertz 13. Transfer Switch a. All automatic transfer switches shall be tested as part of the annual inspection. Arrangements must be made prior to any testing: i. Normal voltage: Check for proper pick up and drop out, record accordingly; Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 55 ii. Emergency voltage: Check for proper pick up and drop out, record accordingly. b. Verify operation and record the following: i. Time delay to start; ii. Time delay to emergency; iii. Time delay to normal; iv. Time delay for engine cool-down. c. Verify operation of phase monitor. d. Indicator lights – verify operation and replace as needed. 11.5. OIL SAMPLING: Oil sampling shall be conducted. Oil analysis shall be performed by atomic absorption spectrophotometry and shall be accurate to within a fraction of one part per million for the following elements: A. Iron B. Chromium C. Copper D. Aluminum E. Silicon F. Water and fuel dilution G. Immediate notification shall be provided to the County when analysis results show any critical reading. If readings are normal, a report showing that the equipment is operating within established requirements shall be provided. 11.6. EMERGENCY REPAIR SERVICES: These are services that will be determined on an as-needed basis as a result of the contract Preventative Maintenance Services inspections and/or equipment failures. Selected Vendor/Contractor will submit recommended service and quote to the County, in writing, for staff evaluation. County staff will then determine a priority ranking of the suggested service and will direct selected Vendor/Contractor to schedule repairs and services accordingly. As-needed services include, but are not limited to: A. Engine Valve Adjustments B. Coolant System Flush C. Megger Testing of Generator Sets D. Load Bank Testing of Generator Sets Invitation to BID #23-TFG037/JG Title: Generator Maintenance and Emergency Repair 56 E. Emergency Repairs 11.7. SCHEDULE: A. Emergency response time shall be no more than three (3) hours after telephone or email notification of need. B. Normal response time shall be within two (2) calendar days after notification of need. C. NOTE: Failure to respond as agreed shall be cause for the County to look to an alternate source to meet the required needs. A second failure to meet the County’s requirements may result in termination for default at no further cost to the County. County of Hernando Procurement Department Toni Brady, Chief Procurement Officer 15470 Flight Path Drive, Brooksville, FL 34604 PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair RESPONSE DEADLINE: March 15, 2023 at 3:00 pm Report Generated: Monday, March 20, 2023 Mid Florida Diesel, Inc. Proposal CONTACT INFORMATION Company: Mid Florida Diesel, Inc. Email: joe@midfloridadiesel.com Contact: Joe Antonini Address: 2215 State Rd 60 East Bartow, FL 33830 Phone: N/A Website: www.midfloridadiesel.com Submission Date: Mar 15, 2023 1:29 PM ADDENDA CONFIRMATION Addendum #1 Confirmed Mar 13, 2023 10:58 AM by Joe Antonini Addendum #2 Confirmed Mar 13, 2023 10:58 AM by Joe Antonini Addendum #3 Confirmed Mar 13, 2023 10:58 AM by Joe Antonini PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 2 QUESTIONNAIRE 1. VENDOR/CONTRACTOR INFORMATION* Pass Please Provide the following Information: 1. Respondent/Vendor Contractor Name 2. Vendor/Contractor FEIN 3. Vendor/Contractor's Authorized Representative Name and Title 4. Address 5. Phone Number 6. Email Address MID FLORIDA DIESEL, INC FEDERAL ID NUMBER: 59-3592557 Joe Antonini General Manager 2215 STATE ROAD 60 EAST, BARTOW, FL 33830 863-519-0107 X#3 joe@midfloridadiesel.com 2. VENDOR/CONTRACTOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES* Pass Section 287.135 (Current Edition), Florida Statutes, prohibits agencies from contracting with companies for goods or services of $1,000,000.00 or more, that are on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which are created pursuant to s. 215.473 F.S. (Current Edition), or the Scrutinized Companies that Boycott Israel List, crated pursuant to s. 215.4725 F.S. (Current Edition), or companies that are engaged in a boycott of Israel or companies engaged in business operations in Cuba or Syria. As the person authorized to submit bids on behalf of respondent, I hereby certify that the company identified above in the section entitled “Respondent Vendor Name” is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List. I further certify that the company is not engaged in a boycott of Israel. I understand that pursuant to section 287.135 (Current Edition), Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney’s fees, and/or costs and does not have business operations in Cuba or Syria. Confirmed PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 3 3. Please confirm bid validity for 90 days * Pass Bids will be opened immediately after this date and time and will remain binding upon the Bidder for a period of ninety (90) days thereafter. Confirmed 4. Please Provide 3 References Pass List and brief description of substantially similar work (size and scope) for at least three (3) references of firms, and/or governmental agencies/entities satisfactorily completed with location, dates of contract, names, addresses, telephone numbers and email addresses of owners. These references must be for work performed within the past three (3) years. Hernando Co. John Smith Utilities 21030 Cortez Blvd. 352-585-2250 City of Lakeland Greg Porter Water/Waste Dept. 1825 Glendale St. Lakeland, FL 863-834-8277 gregory.porter@lakelandgov.net . City of Deland James Levi Utilities Maintenance 1101 S. Amelia Ave. Deland, Fl. 32724 386-956- 9254 levij@deland.org 5. BID CONFIRMATION* Pass The undersigned Bidder has carefully read the Invitation to Bid and its provisions, terms and conditions covering the equipment, materials, supplies and services as called for, and fully understands the requirements and conditions. Bidder certifies that this bid for the same goods/services (unless otherwise specifically noted) and is in all respects fair and without collusion or fraud. Bidder agrees to be bound by all the terms and conditions of this Invitation to Bid and certifies that the person(s) signing this bid is (are) authorized to bind the Bidder. Bidder agrees that if Bidder is awarded this Invitation to Bid, Bidder will provide the materials and services as stipulated in the specifications of this Invitation to Bid. Bidder further agrees to furnish and to deliver materials and services as indicated, with all transportation charges prepaid, and for the prices quoted. **IMPORTANT NOTE: When submitting your bid, do not attach any forms which may contain terms and conditions that conflict with those listed in the County's bid documents. Inclusion of additional terms and conditions such as those which may be on your company's standard forms shall result in your bid being declared non-responsive as these changes will be considered a counterobfer to the County's bid solicitation. Confirmed PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 4 6. Drug Free Workplace Certification * Pass I have read and attest to, in accordance with Florida Statute 287.087 (current version), hereby certify that, Publishes a written statement notifying that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace named above, and specifying actions that will be taken against violations of such prohibition. Informs employees about the dangers of drug abuse in the workplace, the firm’s policy of maintaining a drug free working environment, and available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug use violations. Gives each employee engaged in providing commodities or contractual services that are under proposal a copy of the statement specified above. Notifies the employees that as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, pleas of guilty or nolo contendere to, any violation of Chapter 893, or of any controlled substance law of the State of Florida or the United States, for a violation occurring in the workplace, no later than five (5) days after such conviction, and requires employees to sign copies of such written statement to acknowledge their receipt. Imposes a sanction on, or requires the satisfactory participation in, a drug abuse assistance or rehabilitation program, if such is available in the employee’s community, by any employee who is so convicted. Makes a good faith effort to continue to maintain a drug free workplace through the implementation of the Drug Free Workplace Program. “As a person authorized to sign this statement, I certify that the above named business, firm or corporation complies fully with the requirements set forth herein”. Please Confirm that you have read and attest to Download Drug Free Workplace Certificate Confirmed 7. Affidavit of Non Collusion and of Non-Interest of Hernando County Employees* Pass Affidavit of Non Collusion and of Non-Interest of Hernando County Employees Certification that Vendor/Contractor affirms that the bid/proposal presented to the Owner is made freely, and without any secret agreement to commit a fraudulent, deceitful, unlawful or wrongful act of collusion. I have read and attest that I am the Vendor/Contractor in the above bid/proposal, that the only person or persons interested in said proposal are named therein; that no officer, employee or agent of the Hernando County Board of County Commissioners (BOCC) or of any other Vendor/Contractor is interested in said PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 5 bid/proposal; and that affiant makes the above bid/proposal with no past or present collusion with any other person, firm or corporation. Please confirm that you have read and attest to Affidavit of Non Collusion and of Non-Interest of Hernando County Employees Confirmed 8. Sworn Statement SWORN STATEMENT SECTION 287.133 (3) (A)* Pass I have read and attest that I understand that a "public entity crime" as defined in Paragraph 287.133 (1)(g), Florida Statutes (current version), means a violation of any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any proposal or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. I have read and attest that I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes (current version), means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any Federal or State trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or nolo contendere. I have read and attest that I understand that an "affiliate" as defined in Paragraph 287.133 (1)(a), Florida Statutes (current version), means: A. A predecessor or successor of a person convicted of a public entity crime; or B. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one (1) person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one (1) person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding thirty-six (36) months shall be considered an affiliate. I have read and attest that I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes (current version), means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which proposals or applies to proposal on contracts for the provisions of goods or services let by a public entity, or which otherwise PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 6 transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. I have read and attest that based on information and belief, the statement which I have confirmed below is true in relation to the entity submitting this sworn statement: _____ [attach a copy of the final order]. I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH ONE (1) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31, OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT. Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. IF YOU CHOOSE OPTION 3, PLEASE ATTACH A COPY OF THE FINAL ORDER The entity submitting this sworn statement, or one (1) or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted Vendor/Contractor list Please attach a copy of the final order No response submitted 9. Authorized Signatures/Negotiators Authorized Signatures/Negotiators AUTHORIZED SIGNATURES/NEGOTIATORS * Pass Please provide the information to support the statement below: The Vendor/Contractor represents that the following persons are authorized to sign and/or negotiate contracts and related documents to which the Vendor/Contractor will be duly bound: PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 7 Name(s) Title(s) Phone no (s) Joe Antonini General Manager 863-944-0400 TYPE OF ORGANIZATION * Pass Select your organization's type below Corporation COMPANY ID* Pass Please Provide Your: State of Incorporation and Federal I.D. NO. Florida 59-3592557 W-9 FORM * Pass Please attach your completed W-9 Form W9_2023.pdf ACH ELECTRONIC PAYMENT * Pass An ACH electronic payment method is offered as an alternative to a payment by physical check. Please check Option 1 if you accept the ACH electronic payment method. (Recommended and Preferred) PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 8 Yes, ACH electronic payment method is acceptable. E-VERIFY CERTIFICATION* Pass Vendor/Contractor acknowledges and agrees to the following: Vendor/Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system, in accordance with the terms governing use of the system, to confirm the employment eligibility of: All persons employed by the Vendor/Contractor during the term of the Contract to perform employment duties within Florida; and All persons, including subcontractors, assigned by the Vendor/Contractor to perform work pursuant to the Contract with the department. Confirmed 10. QUALIFICATION SUBMITTAL REQUIREMENTS REFERENCES* Pass Bidder must provide a minimum of three (3)references in format shown below. References must be individuals that can be readily contacted and have first-hand knowledge of the Bidder’s performance on the specific project performed by the Bidder. Each reference project must meet the following criteria: Project at Substantial Completion or completed within the last seven (7) years. Similar in size, dollar value and scope as this project. Please provide information for 3 required References: Business/Owner Name Reference Contact Person Reference Address Reference Phone No. Reference Email Address Project Name Project Location Contract Project Manager PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 9 Site Superintendent Contract Amount Date Project Commenced Date of Substantial Completion Date of Final Completion Description of Work Performed Note: Experience shall be related to successfully completed projects within the last seven (7) years (i.e. the project must have been Substantially Complete within seven (7) years of the due date of this ITB. Only projects that are complete or substantially complete as of the bid due date will be considered). By submitting this information, I certify that the qualifications questionnaire information is true and correct to the best of my knowledge. Hernando Co. John Smith Utilities 21030 Cortez Blvd. 352-585-2250 City of Lakeland Greg Porter Water/Waste Dept. 1825 Glendale St. Lakeland, FL 863-834-8277 gregory.porter@lakelandgov.net . City of Deland James Levi Utilities Maintenance 1101 S. Amelia Ave. Deland, Fl. 32724 386-956- 9254 levij@deland.org 11. HERNANDO COUNTY EMPLOYMENT DISCLOSURE CERTIFICATION STATEMENT IS ANY OFFICER, PARTNER, DIRECTOR, PROPRIETOR, ASSOCIATE OR MEMBER OF THE BUSINESS ENTITY A FORMER EMPLOYEE OF HERNANDO COUNTY WITHIN THE LAST TWO (2) YEARS? * Pass No IS ANY OFFICER, PARTNER, DIRECTOR, PROPRIETOR, ASSOCIATE OR MEMBER OF THE BUSINESS ENTITY A RELATIVE OR MEMBER OF THE HOUSEHOLD OF A CURRENT HERNANDO COUNTY EMPLOYEE THAT HAD OR WILL HAVE ANY INVOLVEMENT WITH THIS PROCUREMENT OR CONTRACT AUTHORIZATION?* Pass No RELATIVES AND FORMER HERNANDO COUNTY EMPLOYEES - ROLES AND SIGNATURES Pass Please download the below documents, complete, and upload. • Relatives_and_Former_Hernan... PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 10 Relatives_and_Former_Hernando_County_Employees_(6)_3-15-2023.pdf 12. VENDOR/CONTRACTOR SURVEY VENDOR/CONTRACTOR SURVEY* Pass Please provide information on where you received the knowledge of the bid/request for proposals (mark all that apply): OpenGov Procurement VENDOR/CONTRACTOR SURVEY (OTHER) Pass If you answered "Referred" or "Other" in the Survey, please specify: Word of mouth SOLICITATION - OFFER - AWARD* Pass Please download the below documents, complete, and upload. • Solicitation-Offer-Award.pdf SOLICITATION_-_OFFER_-AWARD_3-15-2023.pdf REQUIRED DOCUMENTS TO BE COMPLETED* Pass Please download the below documents, complete, and upload. • A-_Certification_for_Disclo... • B-_Disclosure_of_Lobbying_A... • C-_Suspension_Debarment_Cer... • D-_DBE-SUB_Statement_Form.pdf CERTIFICATION_FOR_DISCLOSURE_OF_LOBBYING_ACTIVITIES_3-15- 2023.pdfConvicted_or_Discriminatory_Vendor_List_Statement_3-15- 2023.pdfDisadvantae;ed_Business_Enterprise_(DBE)_Affirmation_Statement_3-15-2023.pdfB- _Disclosure_of_Lobbying_Activities_Exp2-28-2022_Not_Applicable_3-15-2023.pdf PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 11 PRICE TABLES HERNANDO COUNTY WATER OPERATIONS GENERATORS ANNUAL PREVENTATIVE MAINTENANCE - PERFORMANCE EVALUATIONS ONCE PER YEAR BASIS Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 1 Antelope Water Plant High Service Pump UTW1 1 EACH LEVEL I PM $350.00 $350.00 1050 2 Antelope Well 24 UTW2 1 EACH LEVEL I PM $400.00 $400.00 1200 3 Eldridge Water Plant UTW3 1 EACH LEVEL I PM $900.00 $900.00 2700 4 Linden/Deer Water Plant UTW4 1 EACH LEVEL I PM $700.00 $700.00 2100 5 Gretna Water Plant UTW5 1 EACH LEVEL I PM $950.00 $950.00 2850 6 Killian Well 23 UTW6 1 EACH LEVEL I PM $350.00 $350.00 1050 7 Killian Water Plant High Service Pump UTW7 1 EACH LEVEL I PM $500.00 $500.00 1500 8 South West Water Plant High Service Pump UTW8 1 EACH LEVEL I PM $500.00 $500.00 1500 9 South West Well #4 UTW9 1 EACH LEVEL I PM $400.00 $400.00 1200 10 South West Well #5 UTW10 1 EACH LEVEL I PM $400.00 $400.00 1200 11 South West Well #6 UTW11 1 EACH LEVEL I PM $400.00 $400.00 1200 12 Seville Water Plant UTW12 1 EACH LEVEL I PM $500.00 $500.00 1500 13 Hexam Water Plant UTW13 1 EACH LEVEL I PM $450.00 $450.00 1350 14 Wiscon Office UTW14 1 EACH LEVEL I PM $400.00 $400.00 1200 15 West Hernando Water Plant High Service Pump UTW15 1 EACH LEVEL I PM $450.00 $450.00 1350 16 West Hernando Well #2 UTW16 1 EACH LEVEL I PM $325.00 $325.00 975 17 West Hernando Well #4 UTW17 1 EACH LEVEL I PM $350.00 $350.00 1050 18 Dogwood Water Plant UTW18 1 EACH LEVEL I PM $350.00 $350.00 1050 19 Cedar Lane Water Plant UTW19 1 EACH LEVEL I PM $350.00 $350.00 1050 20 Lockhart Well UTW20 1 EACH LEVEL I PM $350.00 $350.00 1050 21 Lockhart Well 2 UTW21 1 EACH LEVEL I PM $400.00 $400.00 1200 22 Ridge Manor West #1 Well UTW22 1 EACH LEVEL I PM $400.00 $400.00 1200 23 Main Landfill Well UTW23 1 EACH LEVEL I PM $350.00 $350.00 1050 TOTAL $10,525.00 PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 12 HERNANDO COUNTY WASTEWATER OPERATIONS GENERATORS ANNUAL PREVENTATIVE MAINTENANCE - PERFORMANCE EVALUATIONS ONCE PER YEAR BASIS Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 24 Rail Park Lift Station UTWW24 1 EACH LEVEL I PM $350.00 $350.00 1050 25 Glen Raven Lift Station UTWW25 1 EACH LEVEL I PM $300.00 $300.00 900 26 Airport Wastewater Treatment Plant UTWW26 1 EACH LEVEL I PM $1,500.00 $1,500.00 4500 27 Anderson Snow Lift Station UTWW27 1 EACH LEVEL I PM $325.00 $325.00 975 28 Food Barn Lift Station UTWW28 1 EACH LEVEL I PM $350.00 $350.00 1050 29 Jail Lift Station UTWW29 1 EACH LEVEL I PM $350.00 $350.00 1050 30 Aerial Way Lift Station UTWW30 1 EACH LEVEL I PM $350.00 $350.00 1050 31 Deer Field Lift Station UTWW31 1 EACH LEVEL I PM $325.00 $325.00 975 32 Avalon #1 Lift Station UTWW32 1 EACH LEVEL I PM $400.00 $400.00 1200 33 Avalon #2 Lift Station UTWW33 1 EACH LEVEL I PM $325.00 $325.00 975 34 Avalon #3 Lift Station UTWW34 1 EACH LEVEL I PM $325.00 $325.00 975 35 Cortez Oaks Lift Station UTWW35 1 EACH LEVEL I PM $450.00 $450.00 1350 36 Cortez Oaks #2 Lift Station UTWW36 1 EACH LEVEL I PM $450.00 $450.00 1350 37 Ocean Breeze Lift Station UTWW37 1 EACH LEVEL I PM $325.00 $325.00 975 38 Trillium Lift Station UTWW38 1 EACH LEVEL I PM $400.00 $400.00 1200 39 Quality Drive Lift Station UTWW39 1 EACH LEVEL I PM $400.00 $400.00 1200 40 Audi Brook Lift Station UTWW40 1 EACH LEVEL I PM $400.00 $400.00 1200 41 Wexford & Leed Lift Station UTWW41 1 EACH LEVEL I PM $325.00 $325.00 975 42 Billingham Lift Station UTWW42 1 EACH LEVEL I PM $400.00 $400.00 1200 43 Wellington Clubhouse Lift Station UTWW43 1 EACH LEVEL I PM $350.00 $350.00 1050 44 Chalmer Lift Station UTWW44 1 EACH LEVEL I PM $400.00 $400.00 1200 45 Kirkland Lift Station UTWW45 1 EACH LEVEL I PM $400.00 $400.00 1200 46 Hut Lift Station UTWW46 1 EACH LEVEL I PM $550.00 $550.00 1650 47 Barclay Lift Station UTWW47 1 EACH LEVEL I PM $350.00 $350.00 1050 PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 13 Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 48 Sterling Hills #1 Lift Station UTWW48 1 EACH LEVEL I PM $400.00 $400.00 1200 49 Sterling Hills #3 Lift Station UTWW49 1 EACH LEVEL I PM $325.00 $325.00 975 50 Sterling Hills #4 Lift Station UTWW50 1 EACH LEVEL I PM $325.00 $325.00 975 51 Spring Hill Condos UTWW51 1 EACH LEVEL I PM $400.00 $400.00 1200 52 Algood Lift Station UTWW52 1 EACH LEVEL I PM $350.00 $350.00 1050 53 Trilby Crossing Lift Station UTWW53 1 EACH LEVEL I PM $350.00 $350.00 1050 54 ACLF UTWW54 1 EACH LEVEL I PM $400.00 $400.00 1200 55 Timber Pines #1 Main UTWW55 1 EACH LEVEL I PM $400.00 $400.00 1200 56 Timber Pines #3 UTWW56 1 EACH LEVEL I PM $325.00 $325.00 975 57 Timber Pines #5 UTWW57 1 EACH LEVEL I PM $325.00 $325.00 975 58 Timber Pines #7 UTWW58 1 EACH LEVEL I PM $400.00 $400.00 1200 59 Regency Main Lift Station UTWW59 1 EACH LEVEL I PM $450.00 $450.00 1350 60 Glen Lakes Main Lift Station UTWW60 1 EACH LEVEL I PM $400.00 $400.00 1200 61 River Run Lift Station UTWW61 1 EACH LEVEL I PM $400.00 $400.00 1200 62 19/50 Lift Station UTWW62 1 EACH LEVEL I PM $550.00 $550.00 1650 63 Heather Main Lift Station UTWW63 1 EACH LEVEL I PM $400.00 $400.00 1200 64 Glen Waste Water Treatment Plant UTWW64 1 EACH LEVEL I PM $1,900.00 $1,900.00 5700 65 Thrasher Lift Station UTWW65 1 EACH LEVEL I PM $500.00 $500.00 1500 66 Evergreen Woods Lift Station UTWW66 1 EACH LEVEL I PM $450.00 $450.00 1350 67 Admin UTWW67 1 EACH LEVEL I PM $550.00 $550.00 1650 68 Seville Lift Station UTWW68 1 EACH LEVEL I PM $500.00 $500.00 1500 69 Walmart Hwy 50 Lift Station UTWW69 1 EACH LEVEL I PM $325.00 $325.00 975 70 Spring Ridge Lift Station UTWW70 1 EACH LEVEL I PM $400.00 $400.00 1200 71 Brookridge Main East Lift Station UTWW71 1 EACH LEVEL I PM $350.00 $350.00 1050 72 Winter Street Lift Station UTWW72 1 EACH LEVEL I PM $325.00 $325.00 975 73 Brooksville Regional Lift Station UTWW73 1 EACH LEVEL I PM $350.00 $350.00 1050 74 High Point Main Lift Station UTWW74 1 EACH LEVEL I PM $400.00 $400.00 1200 PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 14 Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 75 Hill N Dale Lift Station UTWW75 1 EACH LEVEL I PM $350.00 $350.00 1050 76 Burger King Lift Station UTWW76 1 EACH LEVEL I PM $400.00 $400.00 1200 77 Ridge Manor Main Lift Station UTWW77 1 EACH LEVEL I PM $325.00 $325.00 975 78 Ridge Manor WW Treatment Plant UTWW78 1 EACH LEVEL I PM $1,500.00 $1,500.00 4500 79 98 & 50 Lift Station UTWW79 1 EACH LEVEL I PM $350.00 $350.00 1050 80 301 & 50 Lift Station UTWW80 1 EACH LEVEL I PM $350.00 $350.00 1050 81 Sunrise Plaza Lift Station UTWW81 1 EACH LEVEL I PM $350.00 $350.00 1050 82 SH Master Lift Station UTWW82 1 EACH LEVEL I PM $500.00 $500.00 1500 83 SH Booster Station UTWW83 1 EACH LEVEL I PM $500.00 $500.00 1500 84 Grove Road Master UTWW84 1 EACH LEVEL I PM $400.00 $400.00 1200 85 Stoney Brook Lift Station UTWW85 1 EACH LEVEL I PM $350.00 $350.00 1050 86 Portable (Wiscon) UTWW86 1 EACH LEVEL I PM $550.00 $550.00 1650 87 Portable (Wiscon) UTWW87 1 EACH LEVEL I PM $350.00 $350.00 1050 88 Portable (Wiscon) UTWW88 1 EACH LEVEL I PM $350.00 $350.00 1050 89 Portable (Wiscon) UTWW89 1 EACH LEVEL I PM $450.00 $450.00 1350 90 Portable (Wiscon) UTWW90 1 EACH LEVEL I PM $400.00 $400.00 1200 91 Portable (Wiscon) UTWW91 1 EACH LEVEL I PM $450.00 $450.00 1350 92 Portable (Wiscon) UTWW92 1 EACH LEVEL I PM $400.00 $400.00 1200 TOTAL $30,675.00 HERNANDO COUNTY AIRPORT OPERATIONS GENERATORS ANNUAL PREVENTATIVE MAINTENANCE - PERFORMANCE EVALUATIONS ONCE PER YEAR BASIS Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 93 Airport Office 15034 1 EACH LEVEL I PM $325.00 $325.00 975 94 Air Traffic Control Tower N/A 1 EACH LEVEL I PM $350.00 $350.00 1050 95 Vault N/A 1 EACH LEVEL I PM $450.00 $450.00 1350 PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 15 Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) TOTAL $1,125.00 HERNANDO COUNTY GENERATORS LOCATED AT MISCELLANEOUS LOCATIONS ANNUAL PREVENTATIVE MAINTENANCE - LEVEL I PERFORMANCE EVALUATIONS ONCE PER YEAR BASIS Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 96 Government Center 10154-1 1 EACH LEVEL I PM $500.00 $500.00 1500 97 Emergency Operations Center 10458-1 1 EACH LEVEL I PM $875.00 $875.00 2625 98 Sheriff's Office 17434-1 1 EACH LEVEL I PM $450.00 $450.00 1350 99 Department of Public Works 17297-1 1 EACH LEVEL I PM $750.00 $750.00 2250 100 Brooksville Health Department 10276-1 1 EACH LEVEL I PM $3,254.00 $3,254.00 9762 101 West Side Health Department 10154-1 1 EACH LEVEL I PM $500.00 $500.00 1500 102 County Jail (Alpha) 1 EACH LEVEL I PM $1,650.00 $1,650.00 4950 103 County Jail (Bravo) 1 EACH LEVEL I PM $1,500.00 $1,500.00 4500 104 County Jail (Charlie) 1 EACH LEVEL I PM $550.00 $550.00 1650 105 County Jail (Delta) 1 EACH LEVEL I PM $450.00 $450.00 1650 106 Supervisor of Elections Warehouse 10276-1 1 EACH LEVEL I PM $325.00 $325.00 975 107 Ernie Weaver Tower Site 1 EACH LEVEL I PM $350.00 $350.00 1050 108 Florida Power Tower Site 1 EACH LEVEL I PM $400.00 $400.00 1200 109 Ridge Manor Tower Site 1 EACH LEVEL I PM $350.00 $350.00 1050 110 Fire Pump Chinsegut Hill Water Plant 1 EACH LEVEL I PM $375.00 $375.00 1125 111 County Administration 1 EACH LEVEL I PM $650.00 $650.00 1950 112 Development Department 1 EACH LEVEL I PM $350.00 $350.00 1050 113 Transit Operations *Grant Funded 1 EACH LEVEL I PM $325.00 $325.00 975 TOTAL $13,604.00 HERNANDO COUNTY GENERATORS LOCATED AT MISCELLANEOUS LOCATIONS ANNUAL PREVENTATIVE MAINTENANCE - LEVEL II PERFORMANCE EVALUALTIONS ONCE PER YEAR BASIS PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 16 Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 114 Government Center 10154-2 1 EACH LEVEL II PM $220.00 $220.00 660 115 Emergency Operations Center 10458-2 1 EACH LEVEL II PM $220.00 $220.00 660 116 Sheriff's Office 17434-2 1 EACH LEVEL II PM $220.00 $220.00 660 117 Department of Public Works 17297-2 1 EACH LEVEL II PM $220.00 $220.00 660 118 Brooksville Health Department 10276-2 1 EACH LEVEL II PM $220.00 $220.00 660 119 West Side Health Department 10154-2 1 EACH LEVEL II PM $220.00 $220.00 660 120 County Jail (Alpha) 1 EACH LEVEL II PM $220.00 $220.00 660 121 County Jail (Bravo) 1 EACH LEVEL II PM $220.00 $220.00 660 122 County Jail (Charlie) 1 EACH LEVEL II PM $220.00 $220.00 660 123 County Jail (Delta) 1 EACH LEVEL II PM $220.00 $220.00 660 124 Supervisor of Elections Warehouse 10276-2 1 EACH LEVEL II PM $220.00 $220.00 660 125 Ernie Weaver Tower Site 1 EACH LEVEL II PM $220.00 $220.00 660 126 Florida Power Tower Site 1 EACH LEVEL II PM $220.00 $220.00 660 127 Ridge Manor Tower Site 1 EACH LEVEL II PM $220.00 $220.00 660 128 Fire Pump Chinsegut Hill Water Plant 1 EACH LEVEL II PM $220.00 $220.00 660 129 County Administration 1 EACH LEVEL II PM $220.00 $220.00 660 130 Development Department 1 EACH LEVEL II PM $220.00 $220.00 660 131 Transit Operations *Grant Funded 1 EACH LEVEL II PM $220.00 $220.00 660 TOTAL $3,960.00 GENERATOR RELOCATIONS, REPLACEMENTS AND NON-EMERGENCY REPAIRS Line Item Description Unit of Measure Hourly Rate Over-Time Rate Trip Charge 132 Generator Relocations EACH $145.00 217.50 $400.00 133 New Replacement Generator Installations EACH $145.00 217.50 $400.00 134 Non-Emergency Generator Repairs EACH $145.00 217.50 $400.00 PROPOSAL DOCUMENT REPORT T No. 23-TFG037/JG Generator Maintenance and Emergency Repair PROPOSAL DOCUMENT REPORT Invitation to BID - Generator Maintenance and Emergency Repair Page 17 MATERIALS & SUPPLIES AND NEW GENERATORS AT SHERIFF'S ASSOCIATION PRICING Line Item Description Unit of Measure Percentage (Not to Exceed a Max of 15%) 135 Materials and Supplies Purchase Price Plus 15% 136 New Generators at Sheriffs Association Pricing Sheriff's Association Pricing Plus 0% HERNANDO COUNTY FIRE & EMERGENCY SERVICES STATIONS GENERATORS ANNUAL PREVENTATIVE MAINTENANCE - PERFORMANCE EVALUATIONS ONCE PER YEAR BASIS Line Item Location # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 137 Station 1 1 EACH LEVEL I PM $325.00 $325.00 975 138 Station 3 1 EACH LEVEL I PM $400.00 $400.00 1200 139 Station 4 1 EACH LEVEL I PM $325.00 $325.00 975 140 Station 7 1 EACH LEVEL I PM $325.00 $325.00 975 141 Station 8 1 EACH LEVEL I PM $325.00 $325.00 975 142 Station 9 1 EACH LEVEL I PM $325.00 $325.00 975 143 Station 11 1 EACH LEVEL I PM $325.00 $325.00 975 144 Station 12 1 EACH LEVEL I PM $325.00 $325.00 975 145 Station 13 1 EACH LEVEL I PM $325.00 $325.00 975 146 Station 14 1 EACH LEVEL I PM $325.00 $325.00 975 TOTAL $3,325.00 Rlf ea Ives an dF ormer H d C ernan o t E ouncv mp1 ovees -RI oesan d s· t Iana ures Part A: Employees that left Hernando County in the last two years. Employee Name/Signature Job Performed for Current Role with Hernando County Business Entity Name: Sign: •Involved with this procurement on behalf of Hernando County? • No� Yes� lnvo ved wit proposal development for this procurement? Non Yes n Name: Sign: •Involved with this procurement on behalf of Hernando County? • No □ Yes� Involved wit proposal development for this procurement? Non Yes n Name: Sign: •Involved with this procurement on behalf of Hernando County? • No� Yes� lnvo ved wI proposal development for this procurement? Non Yes n Date Left Hernando County Part B: Identify officers, partners, directors, proprietors, associates or members of the business entity that are relatives or members of the household of Hernando County employees currently working for Hernando County, if Hernando County employee had or will have any involvement with this procurement of contract. Firm Officer, Name and Relationship of Relative or Role at Hernando Hernando Partner, Director, Member of Household Employed at County County Proprietor, Hernando County employee's Associate or Role with Member Name this Procurement (Make copies of this form as needed to list additional employees.) This document should be completed and returned with your submittal. 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum One (1) Page 1 of 2 ADDENDUM NO. ONE (1) TO THE CONTRACT DOCUMENTS FOR THE GENERATOR MAINTENANCE AND EMERGENCY REPAIR IN HERNANDO COUNTY, FLORIDA SOLICITATION NO. 23-TFG037/JG BID DATE: MARCH 15, 2023 NOTICE BIDDERS ARE REQUIRED TO ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY SIGNATURE AT THE BOTTOM OF THIS ADDENDUM IN THE SPACES PROVIDED AND RETURNED AT THE TIME OF THE BID DATE. TO ALL PLAN HOLDERS: The following changes, additions and/or deletions are hereby made a part of the Contract Documents for the GENERATOR MAINTENANCE AND EMERGENCY REPAIR, located in Hernando County, as fully and completely as if the same were fully set forth therein: A. AMENDMENT TO INVITATION TO BID SECTION Revised Invitation to Bid section, Non-Mandatory Pre-Bid paragraph amended to read: A NON-MANDATORY Pre-Bid Conference will be held Tuesday, February 21, 2023, at 10:00 am, at the Hernando County Utilities Department, 15365 Cortez Boulevard, Brooksville, FL 34613. Representatives of Owner will be present to discuss the project. Bidders are recommended to attend and participate in the conference. Documentation will be provided at the Non-Mandatory Pre-Bid Conference that will include equipment information and locations of equipment. THIS CONFERENCE WILL BE HELD ONLY ONCE. B. CLARIFICATIONS 1. Question: Can you supply the KW rating of each of the generators for pricing purposes? Perhaps add a column to the spreadsheets? Answer: Information regarding equipment and locations will be provided at the Non-Mandatory Pre-Bid Meeting on February 21, 2023, at 10:00 a.m. located at the Hernando County Utilities Department, 15365 Cortez Boulevard, Brooksville, FL 34613. 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum One (1) Page 2 of 2 2. Question: Could You provide the make, model, and kws of the generators? Also, we would need to know logistics on each unit, meaning, is it outside? Inside? Can you pull a truck up next to it for load banking? Natural gas or diesel? Answer: Information regarding equipment and locations will be provided at the Non-Mandatory Pre-Bid Meeting on February 21, 2023, at 10:00 a.m. located at the Hernando County Utilities Department, 15365 Cortez Boulevard, Brooksville, FL 34613. 3. Question: Can the links to the documents in Section 13.12.4 be fixed? There are others that also seem to give the same result. Answer: Technical difficulties have been experienced when downloading/opening the attached form B- Disclosure of Lobbying Activities Exp2-28-2022. The B- Disclosure of Lobbying Activities Exp2-28-2022 form from the Vendor Questionnaire section, 12.4. Required Documents to be Completed, is attached to this Addendum. Please download the document, complete, and upload. Response is required. BOARD OF COUNTY COMMISSIONERS HERNANDO COUNTY ________________________________ __________________________________ Acknowledged for: Toni Brady Chief Procurement Officer, Hernando County Issued: February 16, 2023 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum Two (2) Page 1 of 2 ADDENDUM NO. TWO (2) TO THE CONTRACT DOCUMENTS FOR THE GENERATOR MAINTENANCE AND EMERGENCY REPAIR IN HERNANDO COUNTY, FLORIDA SOLICITATION NO. 23-TFG037/JG BID DATE: MARCH 15, 2023 NOTICE BIDDERS ARE REQUIRED TO ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY SIGNATURE AT THE BOTTOM OF THIS ADDENDUM IN THE SPACES PROVIDED AND RETURNED AT THE TIME OF THE BID DATE. TO ALL PLAN HOLDERS: The following changes, additions and/or deletions are hereby made a part of the Contract Documents for the GENERATOR MAINTENANCE AND EMERGENCY REPAIR, located in Hernando County, as fully and completely as if the same were fully set forth therein: A. AMENDMENT TO ADD ATTACHMENTS SECTION Amendment to solicitation for the addition of Attachments section, which was previously omitted, as specified in the Scope of Work section, Paragraph 3. Attachments contain the following exhibits: Exhibit A - Hernando County Water Operations Generators Exhibit B - Hernando County Wastewater Operations Generators Exhibit C - Hernando County Airport Operations Generators Exhibit D - Hernando County Miscellaneous Generators Exhibit E - Hernando County Generator Relocations, Replacements and Non-Emergency Repairs *Note – Replacement generators will be at Sheriff’s Association Pricing Exhibit F - Hernando County Fire Emergency Services Generators B. CLARIFICATIONS 1. Question: If we are unable to attend the Non-Mandatory Pre-Bid Meeting on February 21, 2023 in person, may we join online? If not, will make, model, kw ratings be available afterwards in the portal? Answer: See attached Exhibits A-F. 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum Two (2) Page 2 of 2 BOARD OF COUNTY COMMISSIONERS HERNANDO COUNTY ________________________________ __________________________________ Acknowledged for: Toni Brady Chief Procurement Officer, Hernando County Issued: February 27, 2023 EXHIBIT A HERNANDO COUNTY WATER OPERATIONS GENERATORS Line Item # Location MFG Model Serial # KW 1 Antelope Water Plant High Service Pump Kohler 100R0ZJ71 385494 100 2 Antelope Well 24 Onan 125ODVD15R18796B K870941052 125 3 Eldridge Water Plant Kohler 650RE0ZDC 2200397 650 4 Linden/Deer Water Plant Kohler 600RE0ZMB 2198980 550 5 Gretna Water Plant Kohler 800RE0ZMB 2199037 800 6 Killian Well 23 Generac 3041750100 2071578 130 7 Killian Water Plant High Service Pump Kohler 300R0ZD71 386128 300 8 South West Water Plant High Service Pump Caterpillar SR4 6DA02686 400 9 South West Well #4 Generac 4327800200 2078580 130 10 South West Well #5 Blue Star JD150-01 150 11 South West Well #6 Generac 4123480100 2077440 130 12 Seville Water Plant MTU MTU8V1600 95010600383 350 13 Hexam Water Plant Caterpillar G5A03439 G5A03439 250 14 Wiscon Office Onan OTECC-5697025 K040714790/A 15 West Hernando Water Plant High Service Pump Onan 200DFAA 1920482825 200 16 West Hernando Well #2 Onan DGHD F070066563 40 17 West Hernando Well #4 Onan DSFAE D070051294 80 18 Dogwood Water Plant Onan DGCA3858137 E070064395 50 19 Cedar Lane Water Plant Onan DGCD5735593 G05085171 80 20 Lockhart Well Onan LSG-8751-6005-A80GGHC 27707F-18-R4C980707002 80 21 Lockhart Well 2 Blue Star JD150-01 150 22 Ridge Manor West #1 Well Caterpillar 3208 Genset 200 SYF00263 200 EXHIBIT A HERNANDO COUNTY WATER OPERATIONS GENERATORS Line Item # Location MFG Model Serial # KW 23 Main Landfill Well Blue Star JD50-03 M-6781 50 EXHIBIT B HERNANDO COUNTY WASTEWATER OPERATIONS GENERATORS Line Item # Location MFG Model Serial # KW 24 Rail Park Lift Station Generac 2430850400 2067561 130 25 Glen Raven Lift Station Tradewinds TP20 (31384) 175679 20 26 Airport Wastewater Treatment Plant Onan DQFAD-1513962 H150859859 1000 27 Anderson Snow Lift Station Kohler 20RE0zjb 2147276 26 28 Food Barn Lift Station Spectrum 80DS60 610244 80 29 Jail Lift Station Tradewinds TP-60UL 00022033 60 30 Aerial Way Lift Station Onan DSFAA-708444 D080176561 35 31 Deer Field Lift Station Olympian D503P OLY00000CNP F00651 50 32 Avalon #1 Lift Station Kohler 100RE0ZJD 2161682 100 33 Avalon #2 Lift Station Kohler 30 RE0ZJD 2155194 33 34 Avalon #3 Lift Station Onan C40D6 H200800958 40 35 Cortez Oaks Lift Station Blue Star JDF150-01 107511-1-1 150 36 Cortez Oaks #2 Lift Station Future 37 Ocean Breeze Lift station Onan C30D6 spec A G200791463 30 38 Trillium Lift Station Kohler 125REOZJD 2059252 125 39 Quality Drive Lift Station Kohler 100ROZJ71 273202 100 40 Audi Brook Lift Station Tradewinds TP-80UL 22032 80 41 Wexford & Leed Lift Station Tradewinds TP20 (31396)173975 20 42 Billingham Lift Station Tradewinds TP56 (31397)173204 56 43 Wellington Clubhouse Lift Station Tradewinds TP30 (31399)173911 30 44 Chalmer Lift Station Blue Star JD80-02 111554-1-1 80 45 Kirkland Lift Station Tradewinds TP56 (31391)718749 56 46 Hut Lift Station Onan C070030588 C070030588 250 47 Barclay Lift Station Kohler 3014133 3014133 50 48 Sterling Hills #1 Lift Station Generac 3550280100 2074350 130 49 Sterling Hills #3 Lift Station Generac DGBB5776316 J060977292 35 50 Sterling Hills #4 Lift Station Onan C30D6 D200754758 36 51 Spring Hill Condos Tradewinds TP100 (31392)175130 100 52 Algood Lift Station Kohler 30RE0ZJB 2207144 30 EXHIBIT B HERNANDO COUNTY WASTEWATER OPERATIONS GENERATORS Line Item # Location MFG Model Serial # KW 53 Trilby Crossing Lift Station MTU MTU4R0113 DS40 9590502097 40 54 ACLF Tradewinds TP100-TP-FS 26289 100 55 Timber Pines #1 Main Tradewinds TP100-TP-FS 26192 100 56 Timber Pines #3 Tradewinds TP20-II 26184 20 57 Timber Pines #5 Tradewinds TP20-II 26181 20 58 Timber Pines #7 Tradewinds TP80-II 26178 80 59 Regency Main Lift Station Onan C175D6D 175 60 Glen Lakes Main Lift Station Onan DGDK5769335 (G060943671) 46615257 125 61 River Run Lift Station Tradewinds TP-30UL 00022245 30 62 19/50 Lift Station MTU DS00250D6SRAH1574 335290-1-1-0711 250 63 Heather Main Lift Station MTU 4R0120DS80 95130600473 80 64 Glen Waste Water Treatment Plant Onan DQGAA-4750069 (75702-797) H100147829 1.25 MW 65 Thrasher Lift Station Onan DSHAC-5934553 1070104999 200 66 Evergreen Woods Lift Station MTU MTU-4R0113-D5125 95090601589 67 Admin Kohler 250RE02D 0739173 250 68 Seville Lift Station Onan DSHAC-5934553 1070105000 200 69 Walmart Hwy 50 Lift Station Kohler 20RE0ZJV 2269574 20 70 Spring Ridge Lift Station Tradewinds TP100 (31395) 175135 100 71 Brookridge Main East Lift Station Tradewinds TP-30UL 00022031 30 72 Winter Street Lift Station Onan DGHD F070067571 40 73 Brooksville Regional Lift Station Generac 97A069661-S 2038859 80 74 High Point Main Lift Station Tradewinds TP-100UL 00022034 100 75 Hill N Dale Lift Station Onan DSFAE5857693 D070051284 80 76 Burger King Lift Station Energy Now 3420850100 2073670318 100 77 Ridge Manor Main Lift Station Tradewinds TP-45 00022026 45 78 Ridge Manor WW Treatment Plant Caterpillar SR-4 5UA02199 750 79 98 & 50 Lift Station Tradewinds TP80-II 24368 80 EXHIBIT B HERNANDO COUNTY WASTEWATER OPERATIONS GENERATORS Line Item # Location MFG Model Serial # KW 80 301 & 50 Lift Station Tradewinds TP80-II 24361 80 81 Sunrise Plaza Lift Station Kohler 60REOZJC 2278537 60 82 SH Master Lift station MTU MTU-8V1600-DS400 95010600823 400 83 SH Booster Station MTU MTU-8V1600-DS350 95010600813 350 84 Grove Road Master Tradewinds TP-100 0739173 100 85 Stoney Brook Lift station Tradewinds TP80A-UL60T3G 5904 80 86 Portable (Wiscon) Blue Star VD200-02FT 116063-1-1 200 87 Portable (Wiscon) Generac 2048324/99510 420 80 88 Portable (Wiscon) Generac 2048325/9951 419 80 89 Portable (Wiscon) Blue Star VD100-02FT 116064-1-1 100 90 Portable (Wiscon) Tradewinds TP140-T3 PJ38420U0149 49 125 91 Portable (Wiscon) Tradewinds TJ-200 T3 PE6068L07978 5 205 92 Portable (Wiscon) Tradewinds TP100 (29177) 716116 100 EXHIBIT C HERNANDO COUNTY AIRPORT OPERATIONS GENERATORS Line Item # Location MFG Model Serial # KW 93 Airport Office Onan GGHG-5867521 F070074491 85 94 Air Traffic Control Tower Generac 13590300200 Ford Windsor 2113075 E172A1910112920049 100 95 Vault Cummins ONAN DGFB5557317 6CTA8.3G2 D02363343 48208147 175 EXHIBIT D HERNANDO COUNTY MISCELLANEOUS GENERATORS Line Item # Location MFG Model Serial # KW 96 and 114 Government Center Kohler 300ROZ71 225684 300 97 and 115 Emergency Operations Center Cummins DFEJ-5747106 B060882044 450 98 and 116 Sheriff’s Office Caterpillar SR4/3306B-D1 2AJ00498 250 99 and 117 Dept. of Public Works Kohler 600RZOZD4 0748021 600 100 and 118 Brooksville Health Dept. Kohler 15RYG 2213436 15 101 and 119 West Side Health Dept. Caterpillar C9 C9E02447 300 102 and 120 County Jail (Alpha) Blue Star MD1250-01-LV3-5 118243-1-1 1250 103 and 121 County Jail (Bravo) Blue Star VD500-01-LV3-50 118250-1-1 500 104 and 122 County Jail (Charlie) Blue Star JD200-01-LV3-48 117979-1-1 200 105 and 123 County Jail (Delta) Olympian D150P1 OLY00000K NAT01516 150 106 and 124 Supervisor of Elections Warehouse Generac 2005070100 2065641 35 107 and 125 Ernie Wever Tower Site Cummins 60DGCB H940551290 60 108 and 126 Florida Power Tower Site Cummins 50DGCA K940568472 50 109 and 127 Ridge Manor Tower Site Blue Star JD50-03 M-8103 50 110 and 128 Fire Pump Chinsegut Hill Water Plant Detroit Perkins PDFP-L4YN-2500F U860313C N/A 111 and 129 County Administration Baldor IDLC300-3JU P1011290003 300 112 and 130 Development Dept Kohler 125REOZJG 3366GMHR0003 125 113 and 131 Transit Operations Blue Star JD50-03 113663-1-1 50 EXHIBIT E HERNANDO COUNTY GENERATOR RELOCATIONS, REPLACEMENTS AND NON-EMERGENCY REPAIRS Line Item # Description Unit of Measure Hourly Rate Over-Time Hourly Trip Charge 132 Generator Relocations EA 133 New Replacement Generator Installations EA 134 Non-Emergency Generator Repairs EA Line Item # Description Unit of Measure Percentage (Not to Exceed a Max of 15%) 135 Materials and Supplies Purchase Price 136 New Generators at Sheriff’s Association Pricing Sheriff’s 0% EXHIBIT F HERNANDO COUNTY FIRE & EMERGENCY SERVICES GENERATORS Line Item # Location MFG Model Serial # KW 137 Station 1 Blue Star 431CSL62024 679656 80 138 Station 3 Katolight SENL130FP64 142534-0407 130 139 Station 4 Generac 200461000 2065640 35 140 Station 7 Generac 7437450100 2091317 35 141 Station 8 Generac 7437450100 2091316 35 142 Station 9 Generac 7437340100 2091262 35 143 Station 11 Generac 7437420100 2091277 35 144 Station 12 Generac 7437420100 2091318 35 145 Station 13 Generac 7437420100 2091279 35 146 Station 14 Generac 7437420100 2091278 35 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum Three (3) Page 1 of 3 ADDENDUM NO. THREE (3) TO THE CONTRACT DOCUMENTS FOR THE GENERATOR MAINTENANCE AND EMERGENCY REPAIR IN HERNANDO COUNTY, FLORIDA SOLICITATION NO. 23-TFG037/JG BID DATE: MARCH 15, 2023 NOTICE BIDDERS ARE REQUIRED TO ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY SIGNATURE AT THE BOTTOM OF THIS ADDENDUM IN THE SPACES PROVIDED AND RETURNED AT THE TIME OF THE BID DATE. TO ALL PLAN HOLDERS: The following changes, additions and/or deletions are hereby made a part of the Contract Documents for the GENERATOR MAINTENANCE AND EMERGENCY REPAIR, located in Hernando County, as fully and completely as if the same were fully set forth therein: A. CLARIFICATIONS 1. Question: The county calls out a Level I Service in the Scope of Work but does not mention what the Scope of Work is for a Level II. Please advise! Answer: Please refer to the specifications section 11.4.(A) 9 thru 13. 2. Question: The county has asked that all Air Filters be changed out yearly. Air Filters should be changed as necessary and invoice separately. Please advise! Answer: Yes, I agree air filters should be on an as needed basis, quoted seperatly and approved before replacement. 3. Question: Level 2 pricing is showing as 2 visits per year, along with the same units receiving level 1 pricing. Does this mean that the level 2 units are getting 3 services per year? Please clarify. (Lines 96 through 131) Answer: All Generators listed in Exhibit E "Misc Generators", will receive (1) Level I service and (1) Level II service per year, a total of (2) visits per year. Level I service includes the Level II service, see specification section 11.4(A) 1 thru 13. Six Months later, only a Level II service will be performed for generators on Exhibit D "Misc Generators", which includes everything in specification 11.4 (A) 9 thru 13. 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum Three (3) Page 2 of 3 B. AMENDMENT TO SCOPE OF WORK SECTION Amendment to solicitation Scope of Work section, Paragraph 4. Technical Specifications to provide clarification on Exhibit locations, Level I Preventative Maintenance, and Level II Preventative Maintenance: Preventative Maintenance Services listed below will be performed on a once per year basis as a Level I Preventative Maintenance for locations in Exhibit A – Water Operations Generators, Exhibit B – Wastewater Operations Generators, Exhibit C – Airport Operations Generators, Exhibit D – Miscellaneous Generators, and Exhibit F – Fire & Emergency Services Generators, and as a minimum said service will include: A. Level I Minimum Services to include all items in Paragraph 4. Technical Specifications and Paragraph 5. Oil Sampling and Paragraph 6, Emergency Repair Services: 9. Performance Evaluations Listed below, (Sections 9 through 13) shall be considered Level II Minimum Services and will be performed on a once per year basis as a Level II Preventative Maintenance for locations in Exhibit D – Miscellaneous Generators. C. AMENDMENT TO PRICING PROPOSAL SECTION HERNANDO COUNTY GENERATORS LOCATED AT MISCELLANEOUS LOCATIONS ANNUAL PREVENTATIVE MAINTENANCE - LEVEL II PERFORMANCE EVALUALTIONS BI-ANNUAL ONCE PER YEAR BASIS Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 114 Government Center 10154-2 2 1 EACH LEVEL II PM 115 Emergency Operations Center 10458-2 2 1 EACH LEVEL II PM 116 Sheriff's Office 17434-2 2 1 EACH LEVEL II PM 117 Department of Public Works 17297-2 2 1 EACH LEVEL II PM 118 Brooksville Health Department 10276-2 2 1 EACH LEVEL II PM 119 West Side Health Department 10154-2 2 1 EACH LEVEL II PM 120 County Jail (Alpha) 2 1 EACH LEVEL II PM 121 County Jail (Bravo) 2 1 EACH LEVEL II PM 122 County Jail (Charlie) 2 1 EACH LEVEL II PM 23-TFG037/JG – GENERATOR MAINTENANCE AND EMERGENCY REPAIR Addendum Three (3) Page 3 of 3 Line Item Location Billing ID No. # of PM/Year Unit of Measure Price Per YR Total Cost (Per YR) Total Cost 3 YR (Total Cost x 3) 123 County Jail (Delta) 2 1 EACH LEVEL II PM 124 Supervisor of Elections Warehouse 10276-2 2 1 EACH LEVEL II PM 125 Ernie Weaver Tower Site 2 1 EACH LEVEL II PM 126 Florida Power Tower Site 2 1 EACH LEVEL II PM 127 Ridge Manor Tower Site 2 1 EACH LEVEL II PM 128 Fire Pump Chinsegut Hill Water Plant 2 1 EACH LEVEL II PM 129 County Administration 2 1 EACH LEVEL II PM 130 Development Department 2 1 EACH LEVEL II PM 131 Transit Operations *Grant Funded 2 1 EACH LEVEL II PM TOTAL BOARD OF COUNTY COMMISSIONERS HERNANDO COUNTY ________________________________ __________________________________ Acknowledged for: Toni Brady Chief Procurement Officer, Hernando County Issued: March 6, 2023 May 4, 2023 (via email: joe@midfloridadiesel.com) Mr. Joe Antonini Mid Florida Diesel, Inc. 2215 State Rd 60 East Bartow, FL 33830 RE: Notice of Award of Bid No. 23-TFG037/JG Generator Maintenance and Emergency Repair Dear Mr. Antonini, Please be advised that the County has approved the award of the above referenced Contract to your firm. The Contract as approved is effective as of April 25, 2023. To remain compliant, all insurance must be current, up to date and in the amounts as required in the Bid. A copy of the executed Contract is attached for your records. If you have any further questions, please contact Alisa Pike, Procurement Coordinator, at 352-754-4020. Sincerely, Carla Rossiter-Smith Procurement and Grants Manager for: Toni Brady, Chief Procurement Officer Attachment pc via email: Scott Herring, Interim Deputy County Administrator Toni Brady, Chief Procurement Officer Larry Cooper, Utilities Operations Craig Becker, Facilities Manager Richard Russell, Logistics Manager Andrew Johns, Airport Operations cc: Contract File No. 23-TFG037/JG Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0261 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Marine & Aviation Agenda Number: 7.1 SUBJECT/RECOMMENDATION: Approve the Joint Participation Agreement (JPA) G3A98 between the City of Clearwater and the State of Florida Department of Transportation (FDOT), Installation of an Emergency Generator at the Clearwater Airpark, authorize the appropriate officials to execute same, and adopt Resolution 25-06. SUMMARY: On January 12, 2023, City Council approved the Lease and Property Operating Agreement (Operating Agreement) with FlyUSA to manage the Clearwater Airpark and subsequently approved the First Amendment to the Lease and Property Operating Agreement on March 7, 2024. As part of the public-private partnership, the City and FlyUSA seek to redevelop the Terminal and FBO building. In accordance with the Operating Agreement, specifically article 12, the City and FlyUSA agreed to seek FDOT funding to support capital improvements such as the Terminal and FBO building. Additionally, the City committed in the agreement to pay a maximum of $750,000 towards the Airpark terminal and cover, subject to reimbursement by FlyUSA, the cash match associated with any FDOT grant funding. The Clearwater Airpark is strategically located with an elevation of 71 ft. above sea level making it the highest airport in the Tampa Bay region. This location is vital during storm events where storm surge impacts local airports making Clearwater Airpark the only option for crucial emergency air operations. FDOT JPA Agreement G3A98 provides for a $400,000 grant with a $100,000 City match, for a total of $500,000 grant for the installation of an emergency generator that will not only power the new terminal building but also the Clearwater Gas System (CGS) Compressed Natural Gas (CNG) filling station. Ensuring the filling station remains operational will allow city garbage trucks and other CNG vehicles to refuel immediately after a hurricane or storm event. Any project costs exceeding the grant funding for the generator’s design and installation will be covered by CGS’s Natural Gas Vehicle capital improvement project. APPROPRIATION CODE AND AMOUNT: A mid-year budget amendment will establish capital project 302-G2509, Airpark Emergency Generator, and record a budget of $400,000 in grant revenue from FDOT and $100,000 of Gas Fund revenues transferred from capital project 323-96387, Natural Gas Vehicle. STRATEGIC PRIORITY: High Performing Government 1.2 Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. Economic & Housing Opportunity 2.2 Cultivate a business climate that welcomes entrepreneurship, inspires local investment, supports Page 1 City of Clearwater Printed on 4/8/2025 File Number: ID#25-0261 eco-friendly enterprises, and encourages high-quality job growth. 2.3 Promote Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events. Page 2 City of Clearwater Printed on 4/8/2025 RESOLUTION NO 25-06 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA AUTHORIZING THE EXECUTION OF A JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY OF CLEARWATER AND THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION, FOR A GRANT TO INSTALL AN EMERGENCY GENERATOR AT THE CLEARWATER AIRPARK; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Florida Department of Transportation (FDOT) has agreed to a grant to provide funding to install an emergency generator at the Clearwater Airpark under Joint Participation Agreement Financial Project No.: 456506-1-94-01, Contract No.: G3A98 (the Agreement), a copy of which is attached hereto as Exhibit “A”; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The City Council hereby accepts and approves the Agreement between the City and the State of Florida Department of Transportation, at the Clearwater Airpark, and authorizes appropriate City officials to take all necessary action as may be necessary or appropriate to perform all obligations and commitments of the City of Clearwater in accordance with the provisions of the Agreement. Section 2. This resolution shall take effect immediately upon adoption PASSED AND ADOPTED this _______ day of _____________, 2025. ____________________________ Bruce Rector. Mayor Approved as to form: Attest: __________________________ _____________________________ Melissa Isabel Rosemarie Call Assistant City Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0278 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Public Utilities Agenda Number: 8.1 SUBJECT/RECOMMENDATION: Authorize an increase on purchase order to Envirowaste Services Group of Tampa, FL, for Pumping and Tankering Services - Domestic Wastewater, in the amount of $85,000.00, increasing the annual not-to-exceed amount from $125,000.00 to $210,000.00 for the contract term ending on September 13, 2025, pursuant to Clearwater Code of Ordinances Section 2.563 (1)(c), piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY: On October 6, 2022, Council approved a purchase order to Envirowaste Services Group for Emergency & Non-Emergency Pumping and Tankering Services in the annual not-to-exceed amount of $125,000.00 piggybacking off of Pinellas County contract #22-0073-B-BW, Pumping and Tankering Services - Domestic Wastewater (Emergency and Non-Emergency). Elevated wastewater influent flows resulting from Tropical Storm Debby, Hurricane Helene, and Hurricane Milton introduced significant amounts of sand, debris, and solids into the chlorine contact chambers at both the Marshall Street and Northeast Water Reclamation Facilities. This debris increased the demand for sodium hypochlorite (bleach) and interferes with the disinfection process, posing a risk of non-compliance with Florida Department of Environmental Protection (FDEP) regulations. The impacts of the 2024 hurricane season have further exacerbated the need for reliable pumping and tankering services. Consequently, we are requesting a contract adjustment to maintain regulatory compliance and ensure operational efficiency. APPROPRIATION CODE AND AMOUNT: Funding is available in various Public Utilities operating cost centers in expense code 530300, contractual services. The Public Utilities department is funded by revenues from the Water and Sewer Utility Enterprise Fund. STRATEGIC PRIORITY: Establishing this contract meets the City’s strategic objective of High Performing Government by providing a high level of service at our facilities, protecting our residents and preserving vital infrastructure. It also satisfies the strategic objective of Environmental Stewardship by ensuring our plants and facilities are always running at peak capacity and performance, guarding against potential spills that could negatively impact our surrounding estuaries and community. Page 1 City of Clearwater Printed on 4/8/2025 BOARD OF COUNTY COMMISSIONERS Joseph Lauro, CPPO/CPPB Director PLEASE ADDRESS REPLY TO: 400 South Ft. Harrison, Sixth Floor Clearwater, Florida 33756 Phone: (727) 464-3311 FAX: (727) 464-3925 Website: www.pinellascounty.org/purchase DATE: March 23, 2022 TIME POSTED: 5:03 P.M. EST PROCUREMENT ANALYST: Bryant Jasper-Williams SUBJECT: Recommendation of Bid Award Bid No.: 22-0073-B-BW Bid Title: Pumping and Tankering Services - Domestic Wastewater - SCBWRF Pinellas County staff recommends award to Envirowaste Services Group Inc in the amount of $4,837,500.00. INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Ironshore Specialty Insurance Co Federal Insurance Company Aspen American Insurance Company Nautilus Insurance Company Colony Insurance Company AXIS Surplus Insurance Company 7/30/2024 USI Insurance Services, LLC/CL 201 Alhambra Circle, Suite 900 Coral Gables, FL 33134-5108 305 669-6000 Laura or Yomie 305 669-6000 305-669-6030 laura.wilkeson@usi.com Envirowaste Services Group, Inc 18001 Old Cutler Road, Ste 643 Miami, FL 33157 25445 20281 43460 17370 39993 26620 AX X X BI/PD Ded:$50,000 X ContractorsPollution X X X IEPUW0031119600 07/31/2024 07/31/2025 2,000,000 500,000 25,000 2,000,000 4,000,000 4,000,000 IncludedPollution B X XX X X 54326742 07/31/2024 07/31/2025 1,000,000 A D E X X X X X X X X XSCUW0031119700 FFX204422810 EXO4267440 07/31/2024 07/31/2024 07/31/2024 07/31/2025 07/31/2025 07/31/2025 15,000,000 15,000,000 B N X 54326743 07/31/2024 07/31/2025 X 1,000,000 1,000,000 1,000,000 C F Inland Marine Excess Liability X X IM00T6N24 ELZ668779012024 07/31/2024 07/31/2024 07/31/2025 07/31/2025 Scheduled/Leased/Rented Included RE: Job #20-051T, Vactor & Pumping Service. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder, only when there is a written contract that requires such status, and only with regard to work performed by or on behalf of the named insured. City Of Clearwater PO BOX 4748 CLEARWATER, FL 33758 1 of 1#S45703838/M45696317 ENVIRSER19Client#: 1840410 PDNZP1 of 1#S45703838/M45696317 This page has been left blank intentionally. PINELLAS COUNTY GOVERNMENT, FLORIDA Cost Proposal Tabulation Date & Time Due: January 27, 2022 @ 3:00P.M. EST Bid Total 4,837,500.00$ 6,750,000.00$ Bid No.: 22-0073-B-BW Bid Title : Pumping and Tankering Services - Domestic Wastewater - SCBWRF Description Envirowaste Services Group Inc FCS Inc PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 SEALED BID • DO NOT OPEN SEALED BID NO.: 22-0073-B-BW BID TITLE: Pumping and Tankering Services - Domestic Wastewater DUE DATE/TIME: December 14, 2021 @ 3:00 P.M. EST SUBMITTED BY: _____________________ (Name of Company) Please Note: From time to time, addenda may be issued to this bid. Any such addenda will be posted on the same Web site, www.pinellascounty.org/purchase/Current_Bids1.htm , from which you obtained this bid. Before submitting your bid you should check our Web site to download any addenda that may have been issued. Please remember to sign and return Addenda Acknowledgement Form with completed bid package if applicable. 22-0073-B-BW Page 1 of 30 PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS 400 S. FT. HARRISON AVENUE ANNEX BUILDING – 6TH FLOOR CLEARWATER, FL 33756 INVITATION TO BID ISSUE DATE: November 3, 2021 BID SUBMITTALS RECEIVED AFTER SUBMITTAL DATE & TIME WILL NOT BE CONSIDERED TITLE: Pumping and Tankering Services - Domestic Wastewater BID NUMBER: 22-0073-B-BW SUBMITTAL DUE: December 14, 2021 @ 3:00 P.M. EST AND MAY NOT BE WITHDRAWN FOR 120 DAYS FROM DATE LISTED ABOVE. PRE-BID DATE & LOCATION: NOT APPLICABLE DEADLINE FOR WRITTEN QUESTIONS: December 7, 2021 BY 3:00 P.M. EST SUBMIT QUESTIONS: ALL QUESTIONS MUST BE SUBMITTED IN PINELLAS EPRO WITHIN THE Q & A TAB. THE MISSION OF PINELLAS COUNTY Pinellas County Government is committed to progressive public policy, superior public service, courteous public contact, judicious exercise of authority and sound management of public resources to meet the needs and concerns of our citizens today and tomorrow. MERRY CELESTE, CPPB Division Director Purchasing and Risk Management BIDDER MUST COMPLETE THE FOLLOWING BIDDERS ARE CAUTIONED THAT THE POLICY OF THE BOARD OF COUNTY COMMISSIONERS, PINELLAS COUNTY, IS TO ACCEPT THE LOWEST RESPONSIBLE BID RECEIVED MEETING SPECIFICATIONS. NO CHANGES REQUESTED BY A BIDDER DUE TO AN ERROR IN PRICING WILL BE CONSIDERED AFTER THE BID OPENING DATE AS ADVERTISED. BY SIGNING THIS PROPOSAL FORM BIDDERS ARE ATTESTING TO THEIR AWARENESS OF THIS POLICY AND ARE AGREEING TO ALL OTHER BID TERMS AND CONDITIONS, INCLUDING ALL INSURANCE REQUIREMENTS. PAYMENT TERMS: ____% ___DAYS, NET 45 (PER F.S. 218.73) *BID DEPOSIT, IF REQUIRED, IS ATTACHED IN THE AMOUNT OF $ _________ BIDDER (COMPANY NAME): _______________________________ D/B/A _____________________________________ MAILING ADDRESS: ______________________________________ CITY / STATE / ZIP ___________________________ COMPANY EMAIL ADDRESS: ______________________________ PHN: (__)__________ FAX: (__)__________ CONTACT NAME: _______________________ *REMIT TO NAME: ________________________________________ (As Shown On Company Invoice) ____________________________________FEIN#_______________ Proper Corporate Identity is needed when you submit your bid, especially how your firm is registered with the Florida Division of Corporations. Please visit www.sunbiz.org for this information. It is essential to return a copy of your W-9 with your bid. Thank you. PRINT NAME: _______________________________ EMAIL ADDRESS: ___________________________ I HEREBY AGREE TO ABIDE BY ALL TERMS AND CONDITIONS OF THIS BID, INCLUDING ALL INSURANCE REQUIREMENTS & CERTIFY I AM AUTHORIZED TO SIGN THIS BID FOR THE BIDDER. AUTHORIZED SIGNATURE: ____________________________ PRINT NAME/TITLE: ________________________________________ FORMS CHECKLIST COPY OF COMPANY INVOICE W-9 (TAXPAYER ID) SEE SECTION F FOR BID PRICING SUMMARY 22-0073-B-BW Page 2 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 1. PREPARATION OF BID: Bid will be prepared in accordance with the following: (a) Our enclosed Bid Summary is to be used in submitting your bid. (b) All information required by the Bid Summary shall be furnished. The bidder should print or type his name and manually sign the schedule and each continuation sheet on which an entry is made. (c) Unit prices shall be shown and where there is an error in extension of price, the unit price shall govern. (d) Alternate bids will not be considered unless authorized by the Invitation to Bid. (e) Proposed delivery time must be shown and shall include Sundays and holidays. (f) The County is exempt from all state and federal sales, use, transportation and excise taxes. Taxes of any kind and character, payable on account of the work performed and materials furnished under the award, shall be paid by the bidder and deemed to have been included in the bid. The Laws of the State of Florida provide that sales and use taxes are payable by the bidder upon the tangible personal property incorporated in the work and such taxes shall be paid by the bidder and be deemed to have been included in the bid. (g) Bidders shall thoroughly examine the drawings, specifications, schedule, instructions and all other contract documents. (h) Bidders shall make all investigations necessary to thoroughly inform themselves regarding plant and facilities for delivery of material and equipment as required by the bid conditions. Plea of ignorance by the bidder of conditions that exist or that may hereafter exist as a result of failure or omission on the part of the bidder to make the necessary examinations and investigations, or failure to fulfill in every detail the requirements of the contract documents, will not be accepted as a basis for varying the requirements of the County or the compensation to the vendor. (i) Bidders are advised that all County Contracts are subject to all legal requirements provided for in the Purchasing Ordinance and/or State and Federal Statutes. 2. DESCRIPTION OF SUPPLIES: (a) Any manufacturer's names, trade names, brand name, or catalog numbers used in specifications are for the purpose of describing and establishing general quality levels. SUCH REFERENCES ARE NOT INTENDED TO BE RESTRICTIVE. Bids will be considered for all brands which meet the quality of the specifications listed for any items. (b) Bidders are required to state exactly what they intend to furnish, otherwise they shall be required to furnish the items as specified. (c) Bidders will submit, with their proposal, data necessary to evaluate and determine the quality of the item(s) they are bidding. 3. ALTERNATES: Unless otherwise provided in an Invitation to Bid or Request for Proposals, ALTERNATIVES may be included in the plans, specifications, and/or proposals. When the County includes alternates in the solicitation, the Bidder or Offerer shall indicate on the proposal the cost of said alternate and sum to be deducted or added to the Base Bid. Such alternates may or may not be accepted by the County. If approved, it is at the County’s discretion to accept said alternate(s) in any sequence or combination therein. If the Bidder or Offerer is proposing an alternate that is not provided in the solicitation, alternate(s) must be submitted within the Pinellas ePro Q & A Tab prior to the question deadline, and receive approval prior to the bid opening date in order to be considered for award. 4. SUBMISSION OF BID: (a) Bids or proposals shall be submitted utilizing Pinellas ePro procurement website. Failure to comply could result in the bid or proposal being rejected. (b) Bid must be submitted on the forms furnished. Emails and facsimile bids will not be considered. The County reserves the right to modify the Bid Proposal by emails and facsimile notice. 5. REJECTION OF BID: (a) The County may reject a bid if: 1. The bidder misstates or conceals any material fact in the bid. 2. The bid does not strictly conform to the law or requirements of bid, including insurance requirements. 3. The bid is conditional, except that the bidder may qualify his bid for acceptance by the County on an "all or none" basis, or a "low item" basis. An "all or none" basis bid must include all items upon which the bid was invited. (b) The respective constitutional officer, county administrator on behalf of the board of county commissioners or within his/her delegated financial approval authority, or director of purchasing, within his/her delegated financial approval authority shall have the authority when the public interest will be served thereby to reject all bids or parts of bids at any stage of the procurement process through the award of a contract. 22-0073-B-BW Page 3 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 (c) The County reserves the right to waive minor informalities or irregularities in any bid. 6. WITHDRAWAL OF BID: (a) Bid may not be withdrawn after the time set for the bid submittal for a period of time as specified. (b) Bid may be withdrawn prior to the time set for the bid submittal. Such request must be in writing. 7. LATE BID OR MODIFICATIONS: (a) Bid and modifications received after the time set for the bid submittal will not be considered. This upholds the integrity of the bidding process. (b) Modifications in writing received prior to the time set for the bid submittal will be accepted. 8. PUBLIC REVIEW AT BID OPENING: Pursuant to Florida Statute, Section 119.071(1)(b)2, all bids submitted shall be subject to review as public records after 30 days from opening, or earlier if an intended decision is reached before the thirty day period expires. Unless a specific exemption exists, all documents submitted will be released pursuant to a valid public records request. All trade secrets claims shall be dispositively determined by a court of law prior to trade secret protection being granted. 9. BID TABULATION INQUIRIES: Inquiries relating to the results of this bid, prior to the official bid award by the Pinellas County Board of County Commissioners may be made by visiting Pinellas ePro or calling the Purchasing Office. Tabulations will be posted on the Purchasing Website (www.pinellascounty.org/purchase/Current_Bids1.htm) after 30 days to comply with Florida Statute, Section 119.071(1)(b)2. 10. AWARD OF CONTRACT: (a) The contract will be awarded to the lowest responsive, responsible bidder whose bid, conforming to the Invitation to Bid, is most advantageous to Pinellas County, price and other factors considered. For Invitation to Bid for Sale of Real or Surplus Property, award will be made to the highest and most advantageous bid including price and other factors considered. (b) The County reserves the right to accept and award item by item, and/or by group, or in the aggregate, unless the bidder qualifies his bid by specified limitations. See Rejection of Bids. (c) If two or more bids received are for the same total amount or unit price, or in the case of proposals, the qualifications, quality and service are equal, the contract shall be awarded to the local bidder/proposer. A local firm is defined as a firm with headquarters in geographical Pinellas County. Headquarters shall mean the office location that serves as the administrative center and principal place of business. If two or more bids received are for the same total amount or unit price or in the case of proposals, the qualifications, quality and service are equal and no firms are deemed local, then the contract shall be awarded by drawing lots in public. (d) Prices quoted must be FOB Pinellas County with all transportation charges prepaid unless otherwise specified in the Invitation to Bid. (e) A written award of acceptance (Purchase Order), mailed or otherwise furnished to the successful bidder, shall result in a binding contract without further action by either party. 11. BIDS FROM RELATED PARTIES OR MULTIPLE BIDS RECEIVED FROM ONE VENDOR: Where two (2) or more related parties each submit a bid or proposal or multiple bids are received from one (1) vendor, for any contract, such bids or proposals shall be judged non-responsive. Related parties mean bidders or proposers or the principles thereof, which have a direct or indirect ownership interest in another bidder or proposer for the same contract or in which a parent company or the principles thereof of one (1) bidder or proposer have a direct or indirect ownership interest in another bidder or proposer for the same contract. 22-0073-B-BW Page 4 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 12. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS: The laws of the State of Florida apply to any purchase made under this Invitation to bid. Bidders shall comply with all local, state, and federal directives, orders and laws as applicable to this bid and subsequent contract(s) including but not limited to Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act of 1973, Equal Employment Opportunity (EEO), Minority Business Enterprise (MBE), and OSHA as applicable to this contract. 13. PROVISION FOR OTHER AGENCIES: Unless otherwise stipulated by the bidder, the bidder agrees to make available to all Government agencies, departments, and municipalities the bid prices submitted in accordance with said bid terms and conditions therein, should any said governmental entity desire to buy under this proposal. Eligible Users shall mean all state of Florida agencies, the legislative and judicial branches, political subdivisions (counties, local district school boards, community colleges, municipalities, or other public agencies or authorities), which may desire to purchase under the terms and conditions of the contract. 14. COLLUSION: The bidder, by affixing his signature to this proposal, agrees to the following: "Bidder certifies that his bid is made without previous understanding, agreement, or connection with any person, firm or corporation making a bid for the same item(s) and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action". 15. CONTRACTOR LICENSE REQUIREMENT: All contractors performing construction and related work in Pinellas County must comply with our regulatory legislation, Chapter 75-489, Laws of Florida, as amended. Failure to have a competency license in a regulated trade will be cause for rejection of any bid and/or contract award. 16. SAFETY DATA SHEETS REQUIREMENTS: If any chemicals, materials, or products containing toxic substances, in accordance with OSHA Hazardous Communications Standards, are contained in the products purchased by the County as a result of this bid, the successful bidder shall provide a Safety Data Sheet at the time of each delivery. 17. RIGHT TO AUDIT: Pinellas County reserves the privilege of auditing a vendor's records as such records relate to purchases between Pinellas County and said vendor. Such audit privilege is provided for within the text of the Pinellas County Code §2- 176(j). Records should be maintained for five (5) years from the date of final payment. 18. PUBLIC ENTITY CRIME AND SCRUTINIZED COMPANIES: Contractor is directed to the Florida Public Entity Crime Act, Fla. Stat. 287.133, and Fla. Stat. 287.135 regarding Scrutinized Companies, and Contractor agrees that its bid and, if awarded, its performance of the agreement will comply with all applicable laws including those referenced herein. Contractor represents and certifies that Contractor is and will at all times remain eligible to bid for and perform the services subject to the requirements of these, and other applicable, laws. Contractor agrees that any contract awarded to Contractor will be subject to termination by the County if Contractor fails to comply or to maintain such compliance. 19. COUNTY INDEMNIFICATION: Contractor agrees to indemnify, pay the cost of defense, including attorney’s fees, and hold harmless the County, its officers, employees and agents from all damages, suits, actions or claims, including reasonable attorney’s fees incurred by the County, of any character brought on account of any injuries or damages received or sustained by any person, persons, or property, or in any way relating to or arising from the Agreement; or on account of any act or omission, neglect or misconduct of Contractor; or by, or on account of, any claim or amounts recovered under the Workers’ Compensation Law; or of any other laws, regulations, ordinance, order or decree; or arising from or by reason of any actual or claimed trademark, patent or copyright infringement or litigation based thereon; or for any violation of requirements of the Americans with Disabilities Act of 1990, as may be amended, and all rules and regulations issued pursuant thereto (collectively the “ADA”) except when such injury, damage, or violation was caused by the sole negligence of the County. 22-0073-B-BW Page 5 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 20. VARIANCE FROM STANDARD TERMS & CONDITIONS: All standard terms and conditions stated in Section A apply to this contract except as specifically stated in the subsequent sections of the document, which take precedence over Section A, and should be fully understood by bidders prior to submitting a bid on this requirement. 21. ADA REQUIREMENT FOR PUBLIC NOTICES: Persons with disabilities requiring reasonable accommodation to participate in this proceeding/event, should call 727/464-4062 (voice/tdd) fax 727/464-4157, not later than seven days prior to the proceeding. 22. "OR EQUAL" DETERMINATION: Where bidding other than specified, the determination of equivalency will be at the sole discretion of Pinellas County and its specialized person. 23. INSURANCE: Notice: The Contractor/Vendor must provide a certificate of insurance and endorsement in accordance with the insurance requirements listed below (Section C). Failure to provide the required insurance within a ten (10) day period following the determination or recommendation of lowest responsive, responsible bidder may result in the County to vacate the original determination or recommendation and proceed with recommendation to the second lowest, responsive, responsible bidder. 24. PROCUREMENT POLICY FOR RECYCLED MATERIALS: Pinellas County wishes to encourage its bidders to use recycled products in fulfilling contractual obligations to the County and that such a policy will serve as a model for other public entities and private sector companies. When awarding a purchase of $5,000 or less, or recommending a purchase in excess of $5,000 for products, materials, or services, the Director of Purchasing may allow a preference to a responsive bidder who certifies that their product or material contains the greatest percentage of postconsumer material. If they are bidding on paper products they must certify that their materials and/or products contain at least the content recommended by the EPA guidelines. On all bids over fifty thousand dollars ($50,000) and formal quotes under fifty thousand dollars ($50,000), or as required by law, the Director of Purchasing shall require vendors to specify which products have recycled materials, what percentage or amount is postconsumer material, and to provide certification of the percentages of recycled materials used in the manufacture of goods and commodities procured by the County. Price preference is not the preferred practice the County wishes to employ in meeting the goals of this resolution. If a price preference is deemed to serve the best interest of the County and further supports the purchase of recycled materials, the Director of Purchasing will make a recommendation that a price preference be allowed up to an amount not to exceed 10% above the lowest complying bid received. DEFINITIONS: Recovered Materials: Materials that have recycling potential, can be recycled, and have been diverted or removed from the solid waste stream for sale, use or reuse, by separation, collection, or processing. Recycled Materials: Materials that contain recovered materials. This term may include internally generated scrap that is commonly used in industrial or manufacturing processes, waste or scrap purchased from another manufacturer and used in the same or a closely related product. Postconsumer Materials: Materials which have been used by a business or a consumer and have served their intended end use, and have been separated or diverted from the solid waste stream for the purpose of recycling, such as; newspaper, aluminum, glass containers, plastic containers, office paper, corrugated boxes, pallets or other items which can be used in the remanufacturing process. 22-0073-B-BW Page 6 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 25. ASBESTOS MATERIALS: The contractor shall perform all work in compliance with Federal, State and local laws, statutes, rules, regulations and ordinances, including but not limited to the Department of Environmental Protection (DEP)'s asbestos requirements, 40 CFR Part 61, Subpart M, and OSHA Section 29 CFR 1926.58. Additionally, the contractor shall be properly licensed and/or certified for asbestos removal as required under Federal, State and local laws, statutes, rules, regulations and ordinances. The County shall be responsible for filing all DEP notifications and furnish a copy of the DEP notification and approval for demolition to the successful contractor. The County will furnish a copy of the asbestos survey to the successful bidder. The contractor must keep this copy on site at all times during the actual demolition. 26. PAYMENT/INVOICES: SUPPLIER shall submit invoices for payment due as provided herein with such documentation as required by Pinellas County and all payments shall be made in accordance with the requirements of Section 218.70 et. seq, Florida Statutes, “The Local Government Prompt Payment Act.” Invoices shall be submitted to the address below unless instructed otherwise on the purchase order, or if no purchase order, by the ordering department: Finance Division Accounts Payable Pinellas County Board of County Commissioners P. O. Box 2438 Clearwater, FL 33757 Each invoice shall include, at a minimum, the Supplier’s name, contact information and the standard purchase order number. In order to expedite payment, it is recommended the Supplier also include the information shown in below. The County may dispute any payments invoiced by SUPPLIER in accordance with the County’s Dispute Resolution Process for Invoiced Payments, established in accordance with Section 218.76, Florida Statutes, and any such disputes shall be resolved in accordance with the County’s Dispute Resolution Process. INVOICE INFORMATION: Supplier Information Company name, mailing address, phone number, contact name and email address as provided on the PO Remit To Billing address to which you are requesting payment be sent Invoice Date Creation date of the invoice Invoice Number Company tracking number Shipping Address Address where goods and/or services were delivered Ordering Department Name of ordering department, including name and phone number of contact person PO Number Standard purchase order number Ship Date Date the goods/services were sent/provided Quantity Quantity of goods or services billed Description Description of services or goods delivered Unit Price Unit price for the quantity of goods/services delivered Line Total Amount due by line item Invoice Total Sum of all of the line totals for the invoice Pinellas County offers a credit card payment process (ePayables) through Bank of America. Pinellas County does not charge vendors to participate in the program; however, there may be a charge by the company that processes your credit card transactions. For more information please visit Pinellas County purchasing website at www.pinellascounty.org/purchase. 22-0073-B-BW Page 7 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 27. TAXES: Payments to Pinellas County are subject to applicable Florida taxes. 28. TERMINATION: (a) Pinellas County reserves the right to terminate this contract without cause by giving thirty (30) days prior notice to the contractor in writing of the intention to terminate or with cause if at any time the contractor fails to fulfill or abide by any of the terms or conditions specified. (b) Failure of the contractor to comply with any of the provisions of this contract shall be considered a material breach of contract and shall be cause for immediate termination of the contract at the discretion of Pinellas County. (c) In the event sufficient budgeted funds are not available for a new fiscal period, the County shall notify the vendor of such occurrence and contract shall terminate on the last day of current fiscal period without penalty or expense to the County. (d) In addition to all other legal remedies available to Pinellas County, Pinellas County reserves the right to terminate and obtain from another source, any items/services which have not been delivered within the period of time stated in the proposal, or if no such time is stated, within a reasonable period of time from the date of order as determined by Pinellas County. 29. BIDDER CAPABILITY/REFERENCES: Prior to contract award, any bidder may be required to show that the company has the necessary facilities, equipment, ability and financial resources to perform the work specified in a satisfactory manner and within the time specified. In addition, the company must have experience in work of the same or similar nature, and can provide references, which will satisfy the County. Bidders must furnish a reference list of at least four (4) customers for whom they have performed similar services (SEE SECTION D). 30. DELIVERY/CLAIMS: Prices quoted shall be F.O.B. Destination, FREIGHT INCLUDED and unloaded to location(s) within Pinellas County. Actual delivery address(es) shall be identified at time of order. Successful bidder(s) will be responsible for making any and all claims against carriers for missing or damaged items. 31. MATERIAL QUALITY: All materials purchased and delivered against this contract will be of first quality and not damaged and/or factory seconds. Any materials damaged or not in first quality condition upon receipt will be exchanged within twenty-four (24) hours of notice to the Contractor at no charge to the County. 32. WRITTEN REQUESTS FOR INTERPRETATIONS/CLARIFICATIONS: No oral interpretations will be made to any firms as to the meaning of specifications or any other contract documents. All questions pertaining to the terms and conditions or scope of work of this bid/proposal must be sent in writing (electronically) to the Purchasing Department and received by the date specified in ITB. Responses to questions may be handled as an addendum if the response would provide clarification to requirements of the bid. All such addenda shall become part of the contract documents. The County will not be responsible for any other explanation or interpretation of the proposed bid made or given prior to the award of the contract. The Purchasing Department will be unable to respond to questions received after the specified time frame. 33. ASSIGNMENT/SUBCONTRACTING/CORPORATE ACQUISITIONS AND/OR MERGERS: The Contractor shall perform this contract. If a bidder intends to subcontract a portion of this work, the bidder must disclose that intent in the bid. No assignment or subcontracting shall be allowed without prior written consent of the County. In the event of a corporate acquisition and/or merger, the Contractor shall provide written notice to the County within thirty (30) business days of Contractor’s notice of such action or upon the occurrence of said action, whichever occurs first. The right to terminate this contract, which shall not be unreasonably exercised by the County, shall include, but not be limited to, instances in which a corporate acquisition and/or merger represent a conflict of interest or are contrary to any local, state, or federal laws. Action by the County awarding a bid to a bidder, which has disclosed its intent to assign or subcontract in its response to the ITB, without exception shall constitute approval for purposes of this Agreement. The Contractor must inform the County in writing within forty-five (45) business days if the Contractor’s business entity’s name changes. The Contractor will bear all responsibility and waive any rights it may have to relief for any delay in processing a payment associated with the County’s inability to issue payment to the Contractor for a business entity name change that the County was not made aware of as reflected herein. 22-0073-B-BW Page 8 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 34. EXCEPTIONS: Contractor is advised that if it wishes to take exception to any of the terms contained in this Bid or the attached service agreement it must identify the term and the exception in its response to the Bid. Failure to do so may lead County to declare any such term non-negotiable. Contractor's desire to take exception to a non-negotiable term will not disqualify it from consideration for award. 35. NON-EXCLUSIVE CONTRACT: Award of this Contract shall impose no obligation on the County to utilize the vendor for all work of this type, which may develop during the contract period. This is not an exclusive contract. The County specifically reserves the right to concurrently contract with other companies for similar work if it deems such action to be in the County's best interest. In the case of multiple-term contracts, this provision shall apply separately to each term. 36. PUBLIC RECORDS/TRADE SECRETS: Pinellas County Government is subject to the Florida Public Records law (Chapter 119, Florida Statutes), and all documents, materials, and data submitted to any solicitation as part of the response are governed by the disclosure, exemption and confidentiality provisions relating to public records in Florida Statutes. Except for materials that are “trade secrets” or “confidential” as defined by applicable Florida law, ownership of all documents, materials, and data submitted in response to the solicitation shall belong exclusively to the County. To the extent that Proposer/Bidder/Quoter desires to maintain the confidentiality of materials that constitute trade secrets pursuant to Florida law, trade secret material submitted must be identified by some distinct method that the materials that constitute a trade secret, and Proposer/Bidder/Quoter shall provide an additional copy of the proposal/bid/quote that redacts all designated trade secrets. By submitting materials that are designated as trade secrets and signature of the Proposer/Bidder/Quoter Signature Page, Proposer/Bidder/Quoter acknowledges and agrees: (i) that after notice from the County that a public records request has been made for the materials designated as a trade secret, the Proposer/Bidder/Quoter shall be solely responsible for defending its determination that submitted material is a trade secret that is not subject to disclosure at its sole cost, which action shall be taken immediately, but no later than 10 calendar days from the date of notification or Proposer /Bidder/Quoter will be deemed to have waived the trade secret designation of the materials; (ii) that to the extent that the proposal/bid/quote with trade secret materials is evaluated, the County and it officials, employees, agents, and representatives in any way involved in processing, evaluating, negotiating contract terms, approving any contract based on the proposal/bid/quote, or engaging in any other activity relating to the competitive selection process are hereby granted full rights to access, view, consider, and discuss the materials designated as trade secrets through the final contract award; (iii) to indemnify and hold the County, and its officials, employees, agents and representatives harmless from any actions, damages (including attorney’s fees and costs), or claims arising from or related to the designation of trade secrets by the Proposer/Bidder/Quoter, including actions or claims arising from the County’s non-disclosure of the trade secret materials. (iv) that information and data it manages as part of the services may be public record in accordance with Chapter 119, Florida Statues and Pinellas County public record policies. Proposer/Bidder/Quoter agrees prior to providing goods/services it will implement policies and procedures to maintain, produce, secure and retain public records in accordance with applicable laws, regulations, and County Policies, which are subject to approval by the County, including but limited to the Section 119.0701, Florida Statues. Notwithstanding any other provision in the solicitation, the classification as trade secret of the entire proposal/bid/quote document, line item and/or total proposal/bid/quote prices, the work, services, project, goods, and/or products to be provided by Proposer/Bidder/Quoter, or any information, data, or materials that may be part of or incorporated into a contract between the County and the Proposer/Bidder/Quoter is not acceptable to the County and will result in a determination that the proposal/bid/quote is nonresponsive; the classification as trade secret of any other portion of a proposal/bid/quote document may result in a determination that the proposal/bid/quote is nonresponsive. 22-0073-B-BW Page 9 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 37. LOBBYING: Lobbying shall be prohibited on all County competitive selection processes and purchasing contract awards pursuant to this division, including, but not limited to, requests for proposals, requests for quotations, requests for qualifications, bids or the award of purchasing contracts of any type. The purpose of this prohibition is to protect the integrity of the procurement process by shielding it from undue influences prior to the contract award, or the competitive selection process is otherwise concluded. However, nothing herein shall prohibit a prospective bidder/proposer/protestor from contacting the Purchasing Department or the county attorney's office to address situations such as clarification and/or pose questions related to the procurement process. Lobbying of evaluation committee members, County government employees, elected/appointed officials, or advisory board members regarding requests for proposals, requests for quotations, requests for qualifications, bids, or purchasing contracts, by the bidder/proposer, any member of the bidder's/proposer's staff, any agent or representative of the bidder/proposer, or any person employed by any legal entity affiliated with or representing a bidder/proposer/protestor, is strictly prohibited from the date of the advertisement, or on a date otherwise established by the Board, until either an award is final, or the competitive selection process is otherwise concluded. Any lobbying activities in violation of this section by or on behalf of a bidder/proposer shall result in the disqualification or rejection of the proposal, quotation, statement of qualification, bid or contract. For purposes of this provision, "lobbying" shall mean influencing or attempting to influence action or non-action, and/or attempting to obtain the goodwill of persons specified herein relating to the selection, ranking, or contract award in connection with any request for proposal, request for quotation, request for qualification, bid or purchasing contract through direct or indirect oral or written communication. The final award of a purchasing contract shall be the effective date of the purchasing contract. Any evaluation committee member, County government employee, elected/appointed official, or advisory board member who has been lobbied shall immediately report the lobbying activity to the Director. 38. ADDITIONAL REQUIREMENTS: The County reserves the right to request additional goods or services relating to this Agreement from the Contractor. When approved by the County as an amendment to this Agreement and authorized in writing, the Contractor shall provide such additional requirements as may become necessary. 39. ADD/DELETE LOCATIONS SERVICES: The County reserves the right to unilaterally add or delete locations/services, either collectively or individually, at the County’s sole option, at any time after award has been made as may be deemed necessary or in the best interests of the County. In such case, the contractor(s) will be required to provide services to this contract in accordance with the terms, conditions, and specifications. 40. INTEGRITY OF BID DOCUMENTS: Bidders shall use the original Bid Form(s) provided by the Purchasing Department and enter information only in the spaces where a response is requested. Bidders may use an attachment as an addendum to the Bid Form(s) if sufficient space is not available on the original form for the bidder to enter a complete response. Any modifications or alterations to the original bid documents by the bidder, whether intentional or otherwise, will constitute grounds for rejection of a bid. Any such modifications or alterations a bidder wishes to propose must be clearly stated in the bidder’s proposal response and presented in the form of an addendum to the original bid documents. 22-0073-B-BW Page 10 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 41. PUBLIC EMERGENCIES: It is hereby made a part of this bid that before, during, and after a public emergency, disaster, hurricane, tornado, flood, or other acts of God that Pinellas County shall require a “First Priority” for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation that threatens public health and safety, as determined by the County. Vendor/contractor agrees to rent/sell/lease all goods and services to the County or governmental entities on a “first priority” basis. The County expects to pay a fair and reasonable price for all products and services rendered or contracted in the event of a disaster, emergency, hurricane, tornado or other acts of God. 42. JOINT VENTURES: All Bidders intending to submit a bid as a Joint Venture are required to have filed proper documents with the Florida Department of State, the Division of Professions, Construction Industry Licensing Board and any other state or local licensing Agency prior to submitting the bid (see Section 489.119 Florida Statutes). Joint Venture Firms must provide an affidavit attesting to the formulation of a joint venture and provide either proof of incorporation as a joint venture or a copy of the formal joint venture Agreement between all joint venture parties, indicating their respective roles, responsibilities and levels of participation for the project. 43. CONFLICT OF INTEREST: a) The Bidder represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder. The Bidder further represents that no person having any such interest shall be employed by him/her during the agreement term and any extensions. In addition, the Bidder shall not offer gifts or gratuities to County Employees as County Employees are not permitted to accept gifts or gratuities. By signing this bid document, the Bidder acknowledges that no gifts or gratuities have been offered to County Employees or anyone else involved in this competitive invitation to bid process. b) The Bidder shall promptly notify the County’s representative, in writing, by certified mail, of all potential conflicts of interest for any prospective business association, interest, or other circumstance, which may influence or appear to influence the Contractor’s judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the Bidder may undertake and request an opinion of the County as to whether the association, interest or circumstance would, in the opinion of the County, constitute a conflict of interest if entered into by the Bidder. The County agrees to notify the Bidder of its opinion, by certified mail, within thirty days of receipt of notification by the Bidder. c) It is essential to government procurement that the process be open, equitable and ethical. To this end, if potential unethical practices including but not limited to collusion, receipt or solicitation of gifts and conflicts of interest (direct/indirect) etc. are observed or perceived, please report such activity to: Pinellas County Clerk of Circuit Court – Division of Inspector General Phone – (727) 45FRAUD (453-7283) Fax – 727-464-8386 22-0073-B-BW Page 11 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 44. PROTEST PROCEDURE: As per Section 2-162 of County Code (a) Right to Protest. A Vendor who is aggrieved by the contents of the bid or proposal package, or a Vendor who is aggrieved in connection with the recommended award on a bid or proposal solicitation, may file a written protest to the Director, as provided herein. This right to protest is strictly limited to those procurements of goods and/or services solicited through invitations to bid or requests for proposals, including solicitations pursuant to F.S. § 287.055, the "Consultants' Competitive Negotiation Act." No other actions or recommendations in connection with a solicitation can be protested, including: (i) requests for quotations, negotiations, qualifications or letters of interest; (ii) rejection of some, all or parts of bids or proposals; (iii) disqualification of bidders or proposers as non-responsive or non-responsible; or (iv) recommended awards less than the mandatory bid or proposal amount. Protests failing to comply with the provisions of this section shall not be reviewed. (b) Posting. The Purchasing Department shall post the recommended award on or through the departmental website. (c) Requirements to Protest. (1) If the protest relates to the content of the bid or proposal package, a formal written protest must be filed no later than 5:00 p.m. EST on the fifth full Business Day after issuance of the bid or proposal package. (2) If the protest relates to the recommended award of a bid or proposal, a formal written protest must be filed no later than 5:00 p.m. EST on the fifth full Business Day after posting of the award recommendation. (3) The formal written protest shall identify the protesting party and the solicitation involved; include a statement of the grounds on which the protest is based; refer to the statutes, laws, ordinances or other legal authorities which the protesting party deems applicable to such grounds; and specifically request the relief to which the protesting party deems itself entitled by application of such authorities to such grounds. (4) A formal written protest is considered filed with the County when the Purchasing Department receives it. Accordingly, a protest is not timely filed unless it is received within the time specified above by the Purchasing Department. Failure to file a formal written protest within the time period specified shall constitute a waiver of the right to protest and result in relinquishment of all rights to protest by the bidder or proposer. (d) Sole Remedy. These procedures shall be the sole remedy for challenging the content of the bid or proposal package or the recommended award. (e) Lobbying. Protestors and anyone acting on their behalf, are prohibited from attempts to influence, persuade, or promote a bid or proposal protest through any other channels or means, and contacting any County official, employee, advisory board member, or representative to discuss any matter relating in any way to the solicitation being protested, other than the Purchasing Department's or county attorney's office to address situations such as clarification and/or pose questions related to the procurement process. The prohibitions provided for herein shall begin with the filing of the protest and end upon the final disposition of the protest; provided, however, at all times protestors shall be subject to the procurement lobbying prohibitions in section 2-189 of this Code. Failure to adhere to the prohibitions herein shall result in the rejection of the protest without further consideration. (f) Time Limits. The time limits in which protests must be filed as specified herein may be altered by specific provisions in the bid or proposal. (g) Authority to Resolve. The Director shall resolve the protest in accordance with the documentation and applicable legal authorities and shall issue a written decision to the protestor no later than 5:00 p.m. EST on the tenth full Business Day after the filing thereof. (h) Review of Director's Decision. (1) The protesting party may request a review of the Director's decision to the county administrator by delivering written request for review of the decision to the Director by 5:00 p.m. EST on the fifth full Business Day after the date of the written decision. The written notice shall include any materials, statements, and arguments which the bidder or proposer deems relevant to the issues raised in the request to review the decision of the Director. (2) The county administrator shall issue a decision in writing stating the reason for the action with a copy furnished to the protesting party no later than 5:00 p.m. EST on the seventh full Business Day after receipt of the request for review. The decision shall be final and conclusive as to the County unless a party commences action in a court of competent jurisdiction. (i) Stay of Procurement During Protests. There shall be no stay of procurement during protests. 22-0073-B-BW Page 12 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 45. DISPUTE RESOLUTION FOR PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS IN MATTERS OF INVOICE PAYMENTS: Payment of invoices for work performed for Pinellas County Board of County Commissioners (County) is made, by standard, in arrears in accordance with Section 218.70, et. seq., Florida Statutes, the Local Government Prompt Payment Act. If a dispute should arise as a result of non-payment of a payment request or invoice the following Dispute Resolution process shall apply: A. Pinellas County shall notify a vendor in writing within ten (10) days after receipt of an improper invoice, that the invoice is improper. The notice should indicate what steps the vendor should undertake to correct the invoice and resubmit a proper invoice to the County. The steps taken by the vendor shall be that of initially contacting the requesting department to validate their invoice and receive a sign off from that entity that would indicate that the invoice in question is in keeping with the terms and conditions of the agreement. Once sign off is obtained, the vendor should then resubmit the invoice as a “Corrected Invoice” to the requesting department which will initiate the payment timeline. 1 Requesting department for this purpose is defined as the County department for whom the work is performed. 2 Proper invoice for this purpose is defined as an invoice submitted for work performed that meets prior agreed upon terms or conditions to the satisfaction of Pinellas County. B. Should a dispute result between the vendor and the County about payment of a payment request or an invoice then the vendor should submit their dissatisfaction in writing to the Requesting Department. Each Requesting Department shall assign a representative who shall act as a “Dispute Manager” to resolve the issue at departmental level. C. The Dispute Manager shall first initiate procedures to investigate the dispute and document the steps taken to resolve the issue in accordance with section 218.76 Florida Statutes. Such procedures shall be commenced no later than forty-five (45) days after the date on which the payment request or invoice was received by Pinellas County, and shall not extend beyond sixty (60) days after the date on which the payment request or invoice was received by Pinellas County. D. The Dispute Manager should investigate and ascertain that the work, for which the payment request or invoice has been submitted, was performed to Pinellas County’s satisfaction and duly accepted by the Proper Authority. Proper Authority for this purpose is defined as the Pinellas County representative who is designated as the approving authority for the work performed in the contractual document. The Dispute Manager shall perform the required investigation and arrive at a solution before or at the sixty (60) days timeframe for resolution of the dispute, per section 218.76, Florida Statutes. The County Administrator or his or her designee shall be the final arbiter in resolving the issue before it becomes a legal matter. The County Administrator or his or her designee will issue their decision in writing. E. Pinellas County Dispute Resolution Procedures shall not be subject to Chapter 120 of the Florida Statutes. The procedures shall also, per section 218.76, Florida Statutes, not be intended as an administrative proceeding which would prohibit a court from ruling again on any action resulting from the dispute. F. Should the dispute be resolved in the County’s favor interest charges begin to accrue fifteen (15) days after the final decision made by the County. Should the dispute be resolved in the vendor’s favor the County shall pay interest as of the original date the payment was due. G. Pursuant to sections 218.70 et. seq., Florida Statues, an award will be made to cover court costs and reasonable attorney fees, including fees incurred as a result of an appeal to the prevailing party. This provision is applicable if the non-prevailing party held back payment that was the reason for the dispute without any reasonable lawful basis or fact to dispute the prevailing party’s claim to those amounts. 22-0073-B-BW Page 13 of 30 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 46. PUBLIC RECORDS – CONTRACTOR’S DUTY If the Contractor has questions regarding the application of Chapter 119, Florida Statutes, to the Contractor’s duty to provide public records relating to this contract, contact the Pinellas County Board of County Commissioners, Purchasing Department, Operations Manager custodian of public records at 727-464-3311, purchase@pinellascounty.org, Pinellas County Government, Purchasing Department, Operations Manager, 400 S. Ft. Harrison Ave, 6th Floor, Clearwater, FL 33756. 47. E-VERIFY The Contractor and Subcontractor must register with and use the E-verify system in accordance with Florida Statute 448.095. A Contractor and Subcontractor may not enter into a contract with the County unless each party registers with and uses the E-verify system. If a Contractor enters a contract with a Subcontractor, the Subcontractor must provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The Contractor must maintain a copy of the affidavit for the duration of the contract. If the County, Contractor, or Subcontract has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statute 448.09(1) shall immediately terminate the contract with the person or entity. If the County has a good faith belief that a Subcontractor knowingly violated this provision, but the Contractor otherwise complied with this provision, the County will notify the Contractor and order that the Contractor immediately terminate the contract with the Subcontractor. A contract terminated under the provisions of this section is not a breach of contract and may not considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute. Contractor acknowledges upon termination of this agreement by the County for violation of this section by Contractor, Contractor may not be awarded a public contract for at least one (1) year. Contractor acknowledges that Contractor is liable for any additional costs incurred by the County as a result of termination of any contract for a violation of this section. Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. Contractor shall be responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section. 46. INDEPENDENT CONTRACTOR STATUS AND COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986: Consultant acknowledges that it is functioning as an independent contractor in performing under the terms of this contract, and it is not acting as an employee of Pinellas County. The consultant acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986, located at 8 U.S.C. Section 1324, et seq., and regulations relating thereto. Failure to comply with the above provisions of the contract shall be considered a material breach and shall be grounds for immediate termination of the contract. 47. TRUTH IN NEGOTIATIONS: The Consultant certifies to truth-in-negotiation and that wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting. Further, the original contract amount and any additions thereto shall be adjusted to exclude any significant sums where the County determines the contract price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. Such adjustments must be made within one (1) year following the end of the contract. 22-0073-B-BW Page 14 of 30 SECTION B - SPECIAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid Number: 22-0073-B-BW IMPORTANT NOTICE: Changes have been made to the Insurance process. INSURANCE IS NOW DUE WITH BID SUBMITTAL. See SECTION C – Insurance Requirements. 1. INTENT: In accordance with attached specifications, it is the intent of Pinellas County to establish a contract for Pumping and Tankering Services – Domestic Wastewater, to be used in emergency events and as needed or required. 2. QUANTITIES: Quantities stated are an estimate only and no guarantee is given or implied as to quantities that will be used during the contract period. Estimated quantities are based upon previous use and/or anticipated needs. PRICING/PERIOD OF CONTRACT: Duration of the contract shall be for a period of sixty (60) months with unit prices held firm for the first thirty-six (36) months of the contract. One (1) price adjustment will be allowed for the remaining twenty-four (24) months in an amount not to exceed the average of the Consumer Price Index (CPI) or 3%, whichever is less, for all Urban Consumers, Series Id: CUUR0000SA0, Not Seasonally Adjusted, Area: U.S. city average, Item: All items, Base Period: 1982-84=100. It is the vendor’s responsibility to request any pricing adjustment under this provision. The vendor’s request for adjustment should be submitted 90-120 days prior to the thirty-seventh (37) month from contract award. The vendor adjustment request should not be in excess of the relevant pricing index change. If no adjustment request is received from the vendor, the County will assume the vendor has agreed to continue without pricing adjustment. Any adjustment request received after the thirty-seventh (37) month from contract award may not be considered. 3. TERM EXTENSION(S) OF CONTRACT The contract may be extended subject to written notice of agreement from the County and successful bidder, for two (2) additional twelve (12) month period(s) beyond the primary contract period. The extension shall be exercised only if all prices, terms and conditions remain the same and approval is granted by the County Administrator or Director of Purchasing & Risk Management. 4. PRE-COMMENCEMENT MEETING: Within ten (10) calendar days after the effective date of the contract and prior to start of any work, a pre-commencement conference will be held with the successful contractor. The meeting will require contractor and the County Representative to review specific contract details and deliverable documents at this meeting to ensure the scope of work and work areas are understood. 5. BREACH OF CONTRACT: Failure of Contractor to perform any of the services required by this contract within ten (10) days of receipt of written demand for performance from the County shall constitute breach of contract. 6. PERMITS, FEES AND COSTS IMPOSED BY PINELLAS COUNTY TO BE OBTAINED BY AND/OR BORNE BY CONTRACTOR: The Contractor is responsible for (1) determining and paying any fees that may be necessary to perform this contract and (2) determining and acquiring any and all permits and licenses required by any Federal, State or local government entity, agency or board that may be necessary to perform this contract. The Contractor shall maintain any and all permits and licenses required to complete this contract. 7. WORKSITE SANITATION: At the end of each workday, the contractor shall remove from the premises the daily accumulation of waste materials or rubbish caused by his operations. Safety hazards will be immediately corrected by the contractor. The contractor is also responsible for ensuring that any subcontractor hired by him or his subcontractors totally cleanup the worksite at the completion of the work. If the contractor fails to clean up at the completion of the work, the County may do so and deduct the cost of such cleanup from the contractor's most current invoice. The contractor will not be responsible for cleaning up debris left by the County's employees, the public utilizing other areas in the vicinity of the worksite, or left by other contractors. 22-0073-B-BW Page 15 of 30 SECTION B - SPECIAL CONDITIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 8. SUBMISSION OF BIDS: The preferred method is PDF conversion from your source files (to minimize file size and maximize quality and accessibility) rather than scanning. Instructions for Providing Files in PDF Format to Pinellas County Government A. How do I convert my files to PDF format? Answer- If you have a program such as Adobe Acrobat, creating a PDF of any file is a simple print function. Rather than printing to a traditional printer, the file converts to a PDF format copy of your original. Any program (such as Word, PowerPoint, Excel, etc.) can be converted this way by simply selecting the print command and choosing PDF as the printer. B. Should I scan everything and save as PDF? Answer- Not unless you are scanning with OCR (optical character recognition). Scanning will create unnecessarily large files because a scan is just a picture of a page rather than actual page text. Furthermore, the result of scanning is that your pages will not look nearly as “clean” or professional as simply using the print to PDF method from the program from which the file originates. Additionally, since scan pages are pictures of text, not really text, they may not be considered accessible* under Federal ADA guidelines (*unless the scans are OCR.) 22-0073-B-BW Page 16 of 30 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 The recommended vendor must provide a certificate of insurance and endorsement in accordance with the insurance requirements listed below, prior to award of contract. Failure to provide the required insurance within the requested timeframe may result in your bid submittal deemed non-responsive. The Contracted vendor shall obtain and maintain, and require any sub-contractors to obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth. For projects with a Completed Operations exposure, Contractor shall maintain coverage and provide evidence of insurance for two (2) years beyond final acceptance. All insurance policies shall be from responsible companies duly authorized to do business in the State of Florida and have an AM Best rating of A- VIII or better. a) Bid submittals should include, the Bidder’s current Certificate(s) of Insurance. If Bidder does not currently meet insurance requirements, bidder shall also include verification from their broker or agent that any required insurance not provided at that time of submittal will be in place prior to the award of contract. b) Upon selection of vendor for award, the selected Vendor shall email certificate that is compliant with the insurance requirements to Bryant Jasper-Williams at brwilliams@pinellascounty.org . If the certificate received is compliant, no further action may be necessary. The Certificate(s) of Insurance shall be signed by authorized representatives of the insurance companies shown on the Certificate(s). The Certificate holder section shall indicate Pinellas County, a Subdivision of the State of Florida, 400 S Fort Harrison Ave, Clearwater, FL 33756. Pinellas County shall be named as an Additional Insured for General Liability. A Waiver of Subrogation for Workers Compensation shall be provided if Workers Compensation coverage is a requirement. c) Approval by the County of any Certificate(s) of Insurance does not constitute verification by the County that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate(s) of Insurance is in compliance with the requirements of the Agreement. County reserves the right to require a certified copy of the entire insurance policy, including endorsement(s), at any time during the Bid and/or contract period. d) All policies providing liability coverage(s), other than professional liability and workers compensation policies, obtained by the Bidder and any subcontractors to meet the requirements of the Agreement shall be endorsed to include Pinellas County a Political subdivision of the State of Florida as an Additional Insured. e) If any insurance provided pursuant to the Agreement expires or cancels prior to the completion of the Work, you will be notified by CTrax, the authorized vendor of Pinellas County. Upon notification, renewal Certificate(s) of Insurance and endorsement(s) shall be furnished to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org and to CTrax c/o JDi Data at PinellasSupport@ididata.com by the Bidder or their agent prior to the expiration date. (1) Bidder shall also notify County within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, nonrenewal or adverse material change in coverage received by said Bidder from its insurer Notice shall be given by email to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org. Nothing contained herein shall absolve Bidder of this requirement to provide notice. (2) Should the Bidder, at any time, not maintain the insurance coverages required herein, the County may terminate the Agreement, or at its sole discretion may purchase such coverages necessary for the protection of the County and charge the Bidder for such purchase or offset the cost against amounts due to bidder for services completed. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the County to purchase such insurance shall in no way be construed to be a waiver of any of its rights under the Agreement. f) The County reserves the right, but not the duty, to review and request a copy of the Contractor’s most recent annual report or audited financial statement when a self-insured retention (SIR) or deductible exceeds $50,000. 22-0073-B-BW Page 17 of 30 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 g) If subcontracting is allowed under this Bid, the Prime Bidder shall obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth; and require any subcontractors to obtain and maintain, at all times during its performance of the Agreement, insurance limits as it may apply to the portion of the Work performed by the subcontractor; but in no event will the insurance limits be less than $500,000 for Workers’ Compensation/Employers’ Liability, and $1,000,000 for General Liability and Auto Liability if required below. (1) All subcontracts between Bidder and its subcontractors shall be in writing and are subject to the County’s prior written approval. Further, all subcontracts shall (1) require each subcontractor to be bound to Bidder to the same extent Bidder is bound to the County by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the subcontractor; (2) provide for the assignment of the subcontracts from Bidder to the County at the election of Owner upon termination of the Contract; (3) provide that County will be an additional indemnified party of the subcontract; (4) provide that the County will be an additional insured on all insurance policies required to be provided by the subcontractor except workers compensation and professional liability; (5) provide waiver of subrogation in favor of the County and other insurance terms and/or conditions as outlined below; (6) assign all warranties directly to the County; and (7) identify the County as an intended third-party beneficiary of the subcontract. Bidder shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this Section C and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. h) Each insurance policy and/or certificate shall include the following terms and/or conditions: (1) The Named Insured on the Certificate of Insurance and insurance policy must match the entity’s name that responded to the solicitation and/or is signing the agreement with the County. If Bidder is a Joint Venture per Section A. titled Joint Venture of this Bid, Certificate of Insurance and Named Insured must show Joint Venture Legal Entity name and the Joint Venture must comply with the requirements of Section C with regard to limits, terms and conditions, including completed operations coverage. (2) Companies issuing the insurance policy, or policies, shall have no recourse against County for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Contractor. (3) The term "County" or "Pinellas County" shall include all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and Constitutional offices of County and individual members, employees thereof in their official capacities, and/or while acting on behalf of Pinellas County. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by County or any such future coverage, or to County's Self-Insured Retentions of whatever nature. (5) All policies shall be written on a primary, non-contributory basis. (6) Any Certificate(s) of Insurance evidencing coverage provided by a leasing company for either workers compensation or commercial general liability shall have a list of covered employees certified by the leasing company attached to the Certificate(s) of Insurance. The County shall have the right, but not the obligation to determine that the Bidder is only using employees named on such list to perform work for the County. Should employees not named be utilized by Bidder, the County, at its option may stop work without penalty to the County until proof of coverage or removal of the employee by the contractor occurs, or alternatively find the Bidder to be in default and take such other protective measures as necessary. Insurance policies, other than Professional Liability, shall include waivers of subrogation in favor of Pinellas County from both the Bidder and subcontractor(s). 22-0073-B-BW Page 18 of 30 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 i) The minimum insurance requirements and limits for this Agreement, which shall remain in effect throughout its duration and for two (2) years beyond final acceptance for projects with a Completed Operations exposure, are as follows: (1) Workers’ Compensation Insurance: Worker’s Compensation Insurance is required if required pursuant to Florida law. If, pursuant to Florida law, Worker’s Compensation Insurance is required, employer’s liability, also known as Worker’s Compensation Part B, is also required in the amounts set forth herein. Limit Florida Statutory Employers’ Liability Limits Per Employee Per Employee Disease Policy Limit Disease $ 500,000 $ 500,000 $ 500,000 If Licensee/Vendor/Contractor is not required by Florida law, to carry Workers Compensation Insurance in order to perform the requirements of this Agreement, County Waiver Form for workers compensation must be executed, submitted, and accepted by Risk Management. Failure to obtain required Worker’s Compensation Insurance without submitting and receiving a waiver from Risk Management constitutes a material breach of this Agreement. (2) Commercial General Liability Insurance including, but not limited to, Independent Contractor, Contractual Liability Premises/Operations, Products/Completed Operations, and Personal Injury. Limits Combined Single Limit Per Occurrence Products/Completed Operations Aggregate Personal Injury and Advertising Injury General Aggregate $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 2,000,000 (3) Business Automobile or Trucker’s/Garage Liability Insurance covering owned, hired, and non-owned vehicles. If the Bidder does not own any vehicles, then evidence of Hired and Non-owned coverage is sufficient. Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and unloading hazards, unless Bidder can show that this coverage exists under the Commercial General Liability policy. Limit Combined Single Limit Per Accident $ 1,000,000 (4) Excess or Umbrella Liability Insurance excess of the primary coverage required, in paragraphs (1), (2), and (3) above: Limits Each Occurrence General Aggregate $ 1,000,000 $ 1,000,000 22-0073-B-BW Page 19 of 30 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 (5) Pollution Legal/Environmental Legal Liability Insurance for pollution losses arising from all services performed to comply with this contract. Coverage shall apply to sudden and gradual pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water, which results in Bodily Injury or Property Damage. If policy is written on a Claims Made form, a retroactive date is required, and coverage must be maintained for 3 years after completion of contract or “tail coverage must be purchased. Coverage should include and be for the at least the minimum limits listed below: 1) Bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean up costs, and the loss of use of tangible property that has not been physically injured or destroyed; 2) Defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensation damages. 3) Cost of Cleanup/Remediation. Limits Per Claim or Occurrence General Aggregate $ 1,000,000 $ 1,000,000 For acceptance of Pollution Legal/Environmental Legal Liability coverage included within another policy coverage required herein, a statement notifying the certificate holder must be included on the certificate of insurance and the total amount of said coverage per occurrence must be greater than or equal to the amount of Pollution Legal/Environmental Legal Liability and other coverage combined. (6) Property Insurance Bidder will be responsible for all damage to its own property, equipment and/or materials. 22-0073-B-BW Page 20 of 30 SECTION D – VENDOR REFERENCES PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid Number: 22-0073-B-BW THE FOLLOWING INFORMATION IS REQUIRED IN ORDER THAT YOUR BID MAY BE REVIEWED AND PROPERLY EVALUATED. COMPANY NAME: ____________________________________________________________________________ LENGTH OF TIME COMPANY HAS BEEN IN BUSINESS: _____________________________________________ BUSINESS ADDRESS: _________________________________________________________________________ HOW LONG IN PRESENT LOCATION: ____________________________________________________________ TELEPHONE NUMBER: ____________________________ FAX NUMBER: ______________________________ TOTAL NUMBER OF CURRENT EMPLOYEES: ________ FULL TIME _________ PART TIME NUMBER OF EMPLOYEES YOU PLAN TO USE TO SERVICE THIS CONTRACT: __________ All references will be contacted by a County Designee via email, fax or phone call to obtain answers to questions, as applicable before an evaluation decision is made. LOCAL COMMERCIAL AND/OR GOVERNMENTAL REFERENCES THAT YOU HAVE PREVIOUSLY PERFORMED SIMILAR CONTRACT SERVICES FOR: 1. 2. COMPANY: ______________________________________ COMPANY: ______________________________________ ADDRESS: ______________________________________ ADDRESS: ______________________________________ TELEPHONE/FAX: ________________________________ TELEPHONE/FAX: ________________________________ CONTACT: ______________________________________ CONTACT: ______________________________________ CONTACT EMAIL: ________________________________ CONTACT EMAIL:________________________________ COMPANY EMAIL ADDRESS: ______________________ COMPANY EMAIL ADDRESS: ______________________ 3. 4. COMPANY: _____________________________________ COMPANY: _____________________________________ ADDRESS: ______________________________________ ADDRESS: ______________________________________ TELEPHONE/FAX: ________________________________ TELEPHONE/FAX: ________________________________ CONTACT: ______________________________________ CONTACT: ______________________________________ CONTACT EMAIL:________________________________ CONTACT EMAIL:________________________________ COMPANY EMAIL ADDRESS: ______________________ COMPANY EMAIL ADDRESS: ______________________ 22-0073-B-BW Page 21 of 30 SECTION E – SPECIFICATIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid Number: 22-0073-B-BW A. OBJECTIVE Pinellas County Utilities (PCU) seeks a contractor to provide, during emergency and non-emergency events, all management, supervision, labor and equipment (to include pump trucks and tractor trailer tankers) to pump and transport domestic wastewater from sanitary sewer pump stations, wastewater treatment facilities and collection systems located throughout the PCU service area to other designated points in the collection system or wastewater treatment facilities. B. VEHICLE REQUIREMENTS – Contractor must have a minimum dedicated fleet of five (5) or more pump trucks and/or tractor trailer units for each group bid. Group 1 - MINIMUM PUMP TRUCK SPECIFICATIONS: a) Pumper trucks shall have a minimum tank capacity of 4,000 gallons. b) Pumper trucks shall have a minimum of 1,000 CFM (cubic feet per minute) under load at 18” (Hg) vacuum. c) Pumper trucks shall have a minimum of a four inch (4”) or maximum of six inch (6”) camlock connection on both suction and discharge ports. d) Minimum 100’ 4” or maximum of 6” self-contained bypass hose for filling and discharge. Group 2 - MINIMUM TRACTOR TRAILER TANKER SPECIFICATIONS: a) Tractor Trailer tankers shall have a minimum tank capacity of 6,500 gallons. b) Tractor Trailer tankers shall have a minimum of a four inch (4”) or maximum of six inch (6”) camlock connection on suction and discharge ports. c) Minimum 100’ of 4” or maximum 6” self-contained bypass hose for filling and discharge. Group 3 - MINIMUM HIGH OUTPUT MOBILE PUMP SPECIFICATIONS: a) High Output Mobile pump utilized to load tractor trailer tankers shall have a minimum output capacity of 4,000 GPM at 18’ (Hg) suction head. b) High Output Mobile pump shall have dri-prime capability. Group 4 - MINIMUM JET-VAC TRUCK SPECIFICATIONS: a) Jet-Vac Truck equipped with a minimum of 3,500 PSI (pounds per square inch) water-cleaning device. b) Truck-mounted vacuum system that at a minimum, can remove sand and foreign debris at 3,800 CFM (cubic feet per minute) under load at 18” (Hg) vacuum. c) Jet hose must be a minimum of 1 inch in diameter and must be equipped with a sled to prevent the hose from traveling up a sewer lateral. 22-0073-B-BW Page 22 of 30 SECTION E – SPECIFICATIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 C. MOBILIZATION/DEMOBILIZATION: activities include, but are not limited to any required insurance, permits and any other pre-construction expenses necessary for the start of the work, excluding the cost of materials and labor included in the other pay items. Demobilization activities include, but are not limited to, site cleanup and restoration due to spills, termination and removal of temporary utility services; demolition and removal of temporary structures and facilities; restoration of Contractor’s storage and staging areas; disposal of trash and rubbish and any other post-construction work necessary for the proper conclusion of the work. D. SAFETY & SECURITY: 1. Emergency events may span over 24-Hour periods to several days. Contractor shall have adequate relief personnel to maintain continuous hauling without service interruptions while maintaining compliance within FDOT regulations. 2. Due to environmental conditions at work sites, PCU recommends the Contractor offer Hepatitis B shots for all employees prior to the commencement of work at PCU sites. 3. Contractor employees may not grant access to any person or persons to any of the secured areas of the County. 4. The Contractor shall provide the necessary training for Permit-Required Confined Space of its staff in accordance with OSHA 29 CFR 1910.146. E. PERMITTING: The Contractor shall be required to provide all associated approved Federal, State, and Local regulatory permits for all activities through the entire term of the contract. The successful bidder shall provide PCU evidence of agreement or valid leases for equipment operating permits, approval by the regulatory agency or agencies having jurisdiction over solid waste disposal and any other leases, licenses, or permits required in the execution of this contract. It is the bidder’s responsibility to be familiar with the solid waste disposal requirements of all regulatory agencies having jurisdiction, and the bid submittal should reflect an amount sufficient to enable the bidder(s) to fully comply with all regulatory agency requirements. All necessary permits must be obtained and submitted to PCU prior to commencement of work, if needed. County personnel and authorized agents shall be permitted to inspect the Contractor’s disposal site(s) at any time without prior notification to the Contractor. F. WORK ATTIRE: The Contractor will require all employees, including supervisors, to wear corporate uniform clothing for ready identification, and assure that every employee is in uniform prior to commencing work. Footwear shall be steel toe shoes or boots appropriate for industrial work. (No sandals, flip-flops, tennis shoes, sport shoes, etc.) The uniform must have the Contractor’s name, easily identifiable, affixed in a permanent or semi-permanent manner such as a badge or monogram. Any color or color combination may be used for the uniforms. Contractor will be required to dress commensurate with the tasks being performed. G. CLEANUP: Contractor shall be responsible for the proper cleanup and removal of any spilled material during the removal and disposal operations detailed within this specification. Any spillage, accidental or otherwise, that occurs onsite or offsite shall be the responsibility, including all related costs, of the contractor. Spills that occur due to hauling or pumping activity shall be cleaned and restored by the contractor. Site spills shall be immediately reported to PCU for regulatory reporting. 22-0073-B-BW Page 23 of 30 SECTION E – SPECIFICATIONS PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 H. DISPOSAL: 1. WASTEWATER: After the performance of Wastewater Removal Services, the Contractor shall dispose of vehicle contents (wastewater materials) as directed by a Pinellas County representative. It is anticipated, but not guaranteed, that most of the pumped wastewater shall be returned to the service system at manholes or structures at wastewater plants. 2. SAND AND FOREIGN MATERIALS: The Contractor shall be responsible for proper disposal of all sand, rags, grit and foreign material in accordance with all Local, State and Federal requirements and these materials shall not be introduced back into the service system. The County will not allow the Contractor to dispose of these materials at County sites removed in performance of this contract. The County will require evidence from the Contractor that identifies its third party disposal site for the disposal of sand and foreign wastewater materials from countywide locations. The Contractor shall identify a Primary and Secondary (back-up) site that meets permitted disposal requirements. The County reserves the right to approve or reject the Contractor’s primary and secondary (third party) disposal sites. The County will require documented evidence of the sand and foreign material disposal with any third parties utilized by the Contractor for disposal with this Contract. The location of the Contractor third party disposal site must be within one (1) hour driving time from Pinellas County. I. COMMUNICATION: The Contractor shall provide and maintain a means of direct communication allowing the Pinellas County representative to communicate with the Contractor twenty-four hours a day, seven days a week. Prior to commencing any work, the Contractor shall furnish the Pinellas County representative, the name, telephone number, facsimile number, and e-mail address of its representative and the representative’s back up for this Contract. It is the responsibility of the Contractor to report all changes of its representatives to the Pinellas County representative. J. TYPE OF SERVICE: 1. EMERGENCY: Emergency services require an on-site response, at any point, 24 hours a day, 365 days a year, throughout Pinellas County, within one (1) hour of receiving the call from staff requesting activation. A failure to meet this time requirement will deem the vendor nonresponsive to this requirement. The County will not prepay to reserve trucks during an emergency. It is the vendor’s responsibility to be able to provide the County emergency services as awarded and to provide the County with all trucks, staffing and services necessary during an emergency activation. 2. NONEMERGENCY: Nonemergency services require an on-site response, at any point, on any day throughout Pinellas County, within twenty-four (24) hours or less after receiving the call from staff requesting activation. Work to be performed between 8 am and 5 pm seven days a week, 365 days a year excluding National Holidays: New Year’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving Day, and Christmas Day. K. PRICING: All-inclusive rate to include mobilization/demobilization and all other fees including overhead, profit, transportation, labor, travel, etc. 22-0073-B-BW Page 24 of 30 SECTION F – BID SUBMITTAL PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid Number: 22-0073-B-BW **See attached Section F Bid Submittal and Summary. Pricing must be submitted on Section F - Bid Submittal (Excel)** DELIVERY _________ DAYS AFTER RECEIPT OF ORDER FOR NONEMERGENCY ORDERS An award may not be issued without proof that your firm is registered with the Florida Division of Corporations, as per Florida Statute §607.1501 (http://www.flsenate.gov/Laws/Statutes/2011/607.1501). A foreign corporation (foreign to the State of Florida) may not transact business in this state until it obtains a certificate of authority from the Department of State. Please visit www.sunbiz.org for this information on how to become registered. 22-0073-B-BW Page 25 of 30 SECTION F – BID SUBMITTAL PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 BID SUBMITTAL CHECKLIST Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid Number: 22-0073-B-BW The following checklist is included to help ensure that you include all the submittals necessary to complete a thorough evaluation of your bid response. Items are checked if they are required with your bid submittal or if they must be on file prior to award. Additional documentation may be requested by the County to ensure contract compliance.  DESCRIPTION OF SUBMITTAL PAGE SUBMIT WITH BID SUBMIT PRIOR TO AWARD Sign the Bidder Acceptance Form 1  Current Certificate(s) of Insurance 18  Complete the Vendor References Form 22  Section F – Bid Submittal and Summary (Excel) *note fill in General Information section in addition to Pricing attachment  ePayables Form 32  W-9 33  Sign the Addenda Acknowledgement Form (if applicable) 34  Appendix 1 – E-Verify Affidavit  22-0073-B-BW Page 26 of 30 SECTION F – ELECTRONIC PAYMENT PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid Number: 22-0073-B-BW Electronic Payment (ePayables) The Board of County Commissioners (County) is offering faster payments. The County would prefer to make payment using credit card through the ePayables system. See Section A, Payment/Invoices. Would your company accept to participate in the ePayables credit card program? Yes No For more information about ePayables credit card program please visit Purchasing Department website www.pinellascounty.org/purchase. Company Name Signature Printed Signature Phone Number Email Address 22-0073-B-BW Page 27 of 30 W-9 REQUEST FOR TAXPAYER ID NUMBER AND CERTIFICATION PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 22-0073-B-BW Page 28 of 30 SECTION G - ADDENDA ACKNOWLEDGMENT FORM PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 Bid Title: Pumping and Tankering Services - Domestic Wastewater Bid No: 22-0073-B-BW PLEASE ACKNOWLEDGE RECEIPT OF ADDENDA FOR THIS ITB/RFP BY SIGNING AND DATING BELOW: ADDENDUM NO. SIGNATURE/PRINTED NAME DATE RECEIVED Note: Prior to submitting the response to this solicitation, it is the responsibility of the firm submitting a response to confirm if any addenda have been issued. If such document(s) has been issued, acknowledge receipt by signature and date in section above. Failure to do so may result in being considered non-responsive or result in lowering the rating of a firm’s proposal. Information regarding Addenda issued is available on the Purchasing Department’s website at, www.pinellascounty.org/purchase/Current_Bids1.htm , listed under category ‘Current Bids’. 22-0073-B-BW Page 29 of 30 SECTION H - STATEMENT OF NO BID PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 NOTE: If you do not intend to bid on this requirement, please complete this form. Thank you. We, the undersigned have declined to submit a bid for No. 22-0073-B-BW for Pumping and Tankering Services - Domestic Wastewater Specifications too "tight", i.e., geared toward one brand or manufacturer only (explain below). Insufficient time to respond to the Invitation to Bid. We do not offer this product or service. Our schedule would not permit us to perform. Unable to meet specifications. Unable to meet Bond requirement. Specifications unclear (explain below). Unable to Meet Insurance Requirements. Remove Us from Your "Notification List" Altogether Other (specify below). REMARKS: We understand that if the "No Bid" letter is not executed and returned our name may be deleted from the Bidders List of Pinellas County. COMPANY NAME: DATE: SIGNATURE: TYPED NAME OF ABOVE: TELEPHONE: FAX: EMAIL: 22-0073-B-BW Page 30 of 30 APPENDIX 1 – E-VERIFY AFFIDAVIT PINELLAS COUNTY PURCHASING AND RISK MANAGEMENT ITB – SERVICES REVISED: 10-2021 CONTRACTOR E-VERIFY AFFIDAVIT I hereby certify that ___________________________ [insert contractor company name] does not employ, contract with, or subcontract with an unauthorized alien, and is otherwise in full compliance with Section 448.095, Florida Statutes. All employees hired on or after January 1, 2021 have had their work authorization status verified through the E-Verify system. A true and correct copy of _______________________________ [insert contractor company name] proof of registration in the E-Verify system is attached to this Affidavit. Signature:______________________________ Print Name:______________________________ Date:______________________________ Federal Work Authorization User Identification No.:_____________________________ Name of Pinellas County Contract and Contract No.:____________________________ STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me by means of 1) physical presence __ or 2) online notarization ___, this __________________________ (date) by ____________________________ (name of officer or agent, title of officer or agent) of _____________________________________ (name of contractor company acknowledging), a __________________________________ (state or place of incorporation) corporation, on behalf of the corporation. He/she is personally known to me or has produced __________________________________ (type of identification) as identification. [Notary Seal] Notary Public:_________________________________________ Name typed, printed, or stamped:_________________________________________ My Commission Expires:_________________________________________ Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0280 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: City Clerk Agenda Number: 9.1 SUBJECT/RECOMMENDATION: Approve the Mayor’s appointment of Kathleen Agnew to the Clearwater Housing Authority Board for a term expiring September 30, 2028. (consent) SUMMARY: APPOINTMENT WORKSHEET BOARD: Clearwater Housing Authority TERM: 4 years APPOINTED BY: Mayor, Approved by City Council FINANCIAL DISCLOSURE: Required RESIDENCY REQUIREMENT: City of Clearwater, except for the Public Housing Resident SPECIAL QUALIFICATIONS: 1 member shall be a Program Recipient - Clearwater residency not required. 2 members can be Pinellas County residents who are employed within city limits. Clearwater residency not required. Note - The appointment is made by the Mayor and confirmed by City Council. MEMBERS: 5 CHAIR: Caitlein Jammo MEETING DATES: 4th Friday, 9:00 a.m. (Every other month) PLACE: The Vincent Building, 908 Cleveland Street, Clearwater, FL 33755 APPTS. NEEDED: 1 THE FOLLOWING ADVISORY BOARD MEMBER HAS COMPLETED THEIR TERM AND WISHES TO BE REAPPOINTED: 1.Kathleen Agnew - 3155 Masters Dr, Clearwater 33761 - Retired Registered Nurse Original Appointment - 9/01/2016 Zip codes current members on board: 2 at 33761 1 at 33770 Page 1 City of Clearwater Printed on 4/8/2025 Submit Date: Feb 28, 2025 First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Alternate Phone Employer Job Title Advisory Boards Application Profile Length of Residency - please select one. * 6+ years Do you own or represent a business in Clearwater? Yes No If yes, where is the business located? Do you conduct business with the City? Which Boards would you like to apply for? Clearwater Housing Authority: Submitted Occupation - If retired, enter former occupation. RN Have you served or do you serve on a board in Clearwater? Yes No If yes, please list the name of the board. Clearwater Housing Authority Why do you wish to serve on this board/committee? If seeking reappointment, state why you should be reappointed. Seeking reappointment to provide assistance based on experience. Kathleen Agnew bk3155@yahoo.com 3155 Masters Dr. Clearwater FL 33761 Home: (727) 787-6368 Retired Retired Kathleen Agnew Upload a Resume Date of Birth What personal qualifications can you bring to this board or committee? Time and valuable experience and I care for my fellow residents of Clearwater List Community Activities President of Clubhouse Estates HOA Clearwater Neighborhood Coalition Clearwater Urban League Coalition Pinellas County Schools Volunteer Level 2 NAACP Question applies to multiple boards Are you related to any member of the City Council? Yes No Question applies to multiple boards If yes, please provide name and explain relation. No Question applies to multiple boards Are you related to a city employee? Yes No Question applies to multiple boards If yes, please provide name and explain relation. No Demographics Some boards and commissions require membership to be racially, politically or geographically proportionate to the general public. The following information helps track our recruitment and diversity efforts. (Optional) Ethnicity Caucasian/Non-Hispanic Gender Female The City of Clearwater strives to promote diversity and provide reasonable accommodations for individuals with disabilities. If you are requesting accommodation, please indicate below: NA KA.docx 07/22/1949 Kathleen Agnew By clicking on "I Agree," below, I affirm that the information above is true and correct, and that I understand and agree to the responsibilities and commitment of time associated with an appointment to a Clearwater advisory board or committee. I Agree All material submitted to the City of Clearwater is subject to the public records law of the State of Florida including Chapter 119, Florida Statutes. Kathleen Agnew Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0298 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: City Attorney Agenda Number: 10.1 SUBJECT/RECOMMENDATION: Approve a five-year agreement with the law firm of Bryant Miller Olive to perform bond counsel and disclosure counsel services as needed and authorize the appropriate officials to execute same. (consent) SUMMARY: The law firm of Bryant Miller Olive (BMO) has served as the City’s bond counsel since 1995. Outside counsel is a practical necessity in bond issuance transactions due to potential conflicts of interest if the issuer’s in-house attorneys serve in that role. BMO was chosen for renewal due to their institutional familiarity with Clearwater’s bond history, their exemplary performance during the Imagine Clearwater bonds, their proven, creative approaches to bond matters in representing other local governments, and their strong relationship with the Public Resources Advisory Group (PRAG), which serves as the City's financial advisor. Historically, the City of Clearwater has paid a second law firm to serve as disclosure counsel. The City Attorney’s Office, in concert with the Finance Director and PRAG, have identified cost savings by consolidating the disclosure counsel and bond counsel functions with a single firm. If approved, BMO will serve as the City's disclosure counsel in addition to serving as bond counsel. Consolidating these functions will slightly reduce the cost of issuance, and conserve time in coordinating with multiple firms. This agreement comes at no inherent cost. When the City issues bonds, however, bond counsel is compensated as a percentage of the bond. The compensation is deducted from the bond proceeds. The exact percentage depends on the amount of the bond and the source of the pledge; the details regarding the proposal are attached to this agenda item. APPROPRIATION CODE AND AMOUNT: N/A Page 1 City of Clearwater Printed on 4/8/2025 Duane D. Draper, Esq. Shareholder, Chair of Public Finance Practice 400 North Tampa Street, Suite 1600 Tampa, Florida 33616 Tel: (813) 273-6677 Email: ddraper@bmolaw.com City of Clearwater 600 Cleveland Street, Suite 600 Clearwater, Florida 33755 Response to Request for Proposal Bond Counsel and Disclosure Counsel Services Due Date: January 31, 2025 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater i TABLE OF CONTENTS TAB 1 | LETTER OF TRANSMITTAL ..................................................................................................................... 1 TAB 2 | QUALIFICATIONS (ABILITIES, EXPERIENCE AND EXPERTISE) .................................................... 5 TAB 3 | REFERENCES ............................................................................................................................................. 32 TAB 4 | CONTRACT AND COMPENSATION ................................................................................................... 40 TAB 5 | FORMS ........................................................................................................................................................ 43 Exhibit A – Exceptions, Additional Materials, Addenda Form Compliance with Anti-Human Trafficking Laws Verification of Employment Eligibility Form Scrutinized Companies and Business Operations with Cuba and Syria Certification Form Scrutinized Companies that Boycott Israel List Certification Form Exhibit B – Vendor Information Form Exhibit C – Offer Certification Form Exhibit D – W-9 Form APPENDIX A: Official Statement of the $1,000,000,000 State of Florida State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) APPENDIX B: Official Statement of the $231,030,000 City of Tampa, Florida Water and Wastewater Revenue Bonds, Series 2024 APPENDIX C: Proposed Form of Contract ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 1 TAB 1 | LETTER OF TRANSMITTAL A brief letter of transmittal should be submitted that includes the following information: A. The proposer’s understanding of the work to be performed. B. A positive commitment to perform services for the duration of this engagement. The duration of the engagement will be five (5) years or, if a bond issuance is actively in progress at the conclusion of the five (5) year period, then the agreement shall continue through final issue and documentation. C. Any prospect law firm should make an affirmative statement in its proposals to the effect that, to its knowledge, its retention would not result in a conflict of interest with any party. Alternatively, should any potential conflict exist, the prospective firm’s proposal should specify the party with which there might be a conflict, the nature of the potential conflict, and the means proposed to resolve such conflict. D. A general description of the firm’s size, resources, history, and current local government clients in the Tampa Bay region. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 2 Attorneys at Law 400 N. Tampa Street Suite 1600 Tampa, FL 33602 Tel 813.273.6677 Fax 813.223.2705 www.bmolaw.com January 31, 2025 City of Clearwater Attn: Legal – Brooklyn Wascher 600 Cleveland St. Suite 600 Clearwater, Florida 33755 Re: City of Clearwater, Florida Response to Request for Proposal BOND COUNSEL AND DISCLOSURE COUNSEL SERVICES Dear Members of the Bond and Disclosure Counsel Selection Committee: We are in receipt of the above-referenced Request for Proposal for Bond Counsel and Disclosure Counsel Services (including any addenda thereto, the "RFP") and are pleased to submit this proposal on behalf of Bryant Miller Olive P.A. ("BMO" or the "Firm") to continue to serve in the premier role of Bond Counsel to the City of Clearwater, Florida (the "City"), a privilege we have enjoyed for at least the last 25 years, and to further serve as Disclosure Counsel, a privilege we enjoyed prior to that. The Firm stands ready, if selected, to continue to provide services to the City and to dedicate all of our resources to accomplish the City's goals in a responsive, effective, timely and cost-effective manner. We understand the work to be performed, having served as the City’s Bond Counsel for the past quarter century. We commit to perform the requested Bond Counsel and/or Disclosure Counsel services for the duration of the legal services agreement. We would like to address the specific areas to be addressed in the letter of transmittal: A. As the leading Florida-based public finance firm, we possess a complete and thorough understanding of the work to be performed for the City as Bond Counsel and Disclosure Counsel. The attorneys at the Firm have been involved in just about all, if not all, forms of finance utilized by local governments in Florida. Indeed, many of these finance structures were pioneered in Florida by BMO. Our Firm’s well-rounded expertise has allowed us to serve our clients as Bond Counsel or Disclosure Counsel, and for many of our clients both capacities simultaneously. B. The Firm commits to continue to locally provide to the City the highest level of services that it requires on a prompt and priority basis for the duration of this engagement. To achieve that level of service, BMO uses a team approach to fully address all of the needs of its clients. The primary contacts for the City for Bond Counsel services will be Duane D. Draper, as team leader, assisted by Robert "Bob" C. Reid, Tanner C. Adkison and William "Will" A. Milford. In the event the Firm is selected to provide Disclosure Counsel services, Christopher "Chris" B. Roe will be the Disclosure Counsel team leader, assisted by Dana J. Maykish. If the City decides to use separate firms for Bond Counsel and Disclosure ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 3 Counsel, our preference would be to continue to serve as your Bond Counsel as we have been for at least the last 25-years. The City will also have access to our Firm’s in-house tax attorneys, led by Mr. Milford and assisted by Leonard "Len" T. Marcinko. Mr. Roe and Mr. Reid are both equipped to handle bond- related litigation experience including contested bond validations, each bringing years of experience handling such matters. C. The continued retention by the City of Clearwater of the Firm would not, to the best of our knowledge, result in a conflict of interest with any party. Should any potential conflict arise in the future, we would immediately disclose the facts to the City Attorney, including the party with which there might be a conflict, the nature of the potential conflict, and the means of resolving such potential conflict, including but not limited to, obtaining written conflict waivers from both parties and/or resignation of the representation that is causing the conflict if so desired. One of the greatest benefits of being a public sector law firm with special public finance law expertise is that the potential for conflicts of interest is greatly reduced. Historically, the Firm does not represent interests that are adverse to local governments, such as land use and litigation against local governments. The rules regulating The Florida Bar provide that common representation of multiple parties is permissible where the clients are generally aligned in interest, even though there is some difference in interest among them. We have disclosed to the City that we have, currently do and may in the future, serve as bond counsel or disclosure counsel to other local governments, act as underwriters' counsel and represent lending institutions on public finance matters in Florida. From time to time, we may represent the firms which may underwrite the City's bonds, notes or other obligations (and other financial institutions hired by the City) on financings for other governmental entities in Florida on unrelated matters. In all such cases, such representations are standard and customary within the industry and we can effectively represent the City and the discharge of our professional responsibilities to the City will not be prejudiced as a result, either because such engagements will be sufficiently different or because the potential for such prejudice is remote and minor and outweighed by consideration that it is unlikely that advice given to the other client will be relevant in any respect to the subject matter, and the City expressly consents to such other representations consistent with the circumstances herein described. Our representation on unrelated matters is not likely to create or cause any actual conflict, and such service will not per se be construed as a conflict or be objectionable to the City. However, we understand that the City reserves the right to identify a representation that it finds objectionable in the future, in which case both parties agree to take appropriate steps to resolve the issue. Should any potential conflict arise in the future, the Firm would immediately disclose the facts to the City including the party with which there might be a conflict, the nature of the potential conflict, and the means of resolving such potential conflict, including but not limited to obtaining written conflict waivers from both parties and/or resignation of the representation or representations which is/are causing the conflict, if desired. D. BMO is Florida’s largest, most resourceful and most sophisticated public finance law firm with 38 attorneys in offices located in Tampa, Miami, Jacksonville, Tallahassee, Orlando, Washington, D.C. and Atlanta. BMO has had a national and statewide municipal bond practice since 1973. Our public finance group has the deepest bench in the State of Florida (the "State") and is comprised of 23 Florida public finance attorneys, including four (4) in-house, Section 103 federal tax attorneys. In the past five (5) years, BMO has served as Bond Counsel, Disclosure Counsel, Special Counsel or Underwriter's Counsel on more than 1,304 bond issues involving over $59 billion in principal amount of governmental bonds. Current local government clients within the Tampa Bay region include, but are not limited to, the City, Hillsborough County, the City of Tampa, Sarasota County, Pasco County, the City of St. Petersburg, Pinellas County, the Tampa Sports Authority, the Tampa Port Authority, the Tampa-Hillsborough Expressway Authority, the City of Largo, the City of Safety Harbor, the City of Treasure Island, the City of Oldsmar, the City of Dunedin, the City of Tarpon Springs, the Housing Finance Authority of Pinellas County and Moffit Cancer Center. We believe that we distinguish ourselves from other firms and add value to the services we provide by offering exceptional attention to detail, along with attorneys who have an extraordinary depth and breadth of experience not only in public finance, but also in other relevant areas to the City, including community redevelopment, special assessments, contested bond validations, public/private partnerships, new market tax credits and legislative affairs, to name a few. One of our greatest assets in providing Bond Counsel services is the strength of our Section 103 federal tax law practice. No other Florida-based firm has our depth of experience in the Section 103 tax area or comparable resources dedicated to this area. In fact, many of our competitors contract out their tax work which is a distinct competitive advantage for BMO. Our tax attorneys work closely with the Bond Counsel team and are always available for contact directly by the City. We appreciate the opportunity to respond to this Request for Proposal and thank you for your consideration. Thank you and best regards, BRYANT MILLER OLIVE P.A. By: _____________ Duane D. Draper, Shareholder Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 4 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 5 TAB 2 | QUALIFICATIONS (ABILITIES, EXPERIENCE AND EXPERTISE) The following information should be included: A. A statement of qualifications, abilities, experience and expertise in providing the requested services. Bryant Miller Olive P.A. ("BMO" or the "Firm") is a Florida-based professional association of attorneys under the laws of the State of Florida with 55 years of history of representing Florida’s state and local governments. The Firm was founded by former Florida Governor C. Farris Bryant and two of his high-level government attorneys, Robert Olive and Wilton Miller. Their goal was to provide excellent client service while working closely with cities, counties, and state agencies to shape Florida’s future. BMO was organized in 1970 and first appeared in The Bond Buyer's Municipal Marketplace (The Red Book) as a nationally recognized Bond Counsel firm in 1973, the first Florida law firm still in existence to be so listed. For additional information about BMO and its practice areas, please visit our website at www.bmolaw.com. BMO is the largest, most resourceful public finance law firm in Florida and our technical ability, reputation and experience as a Florida-based Bond Counsel is unparalleled serving Florida issuers. BMO serves as Disclosure Counsel and/or Bond Counsel to 35 of Florida's 67 counties, including nine (9) of the largest Florida counties. In the past five (5) years, BMO has provided public finance legal counsel to counties, municipalities and other governmental entities on more than 1,500 bond issues involving over $60 billion in principal amount of tax-exempt governmental and private activity bonds. Bryant Miller Olive P.A. was recently named as a 2025 Tier 1 National "Best Law Firm" for Public Finance Law by Best Lawyers®. In 2023, our Firm with the assistance of Duane D. Draper was awarded The Bond Buyer National Healthcare Deal of the Year for Moffitt's Cigarette Tax Allocation Bonds, Series 2023A. According to Securities Data Co. Inc., in the years 2013 through 2023 BMO has been the top-ranked Bond Counsel firm in Florida-based on the number of transactions completed. As Bond Counsel in Florida, BMO completed 153 transactions involving over $7.2 billion over the past 12 months, and in the past five (5) years, BMO completed 824 transactions involving over $26 billion. During such time, BMO has gained extensive experience working with and negotiating against the major banking institutions in the State of Florida and their counsel to obtain the most advantageous financing terms for its clients. Additionally, BMO has been at the forefront of developing the role of Disclosure Counsel in Florida and devotes a significant part of its public finance practice to federal securities law matters, including both primary market disclosure and secondary market disclosure, and allocates a significant amount of time and resources to assisting its clients in this regard. BMO is well recognized for our vast experience in disclosure law and compliance with the federal requirements promulgated by the Securities and Exchange Commission ("SEC"), principally Rule 10b-5 and Rule 15c2-12 under the Securities Exchange Act of 1934. Our advice has been relied upon by many governmental issuers in Florida to ensure that their primary and secondary disclosure efforts satisfy all federal requirements. According to Securities Data Co. Inc., in the years 2013 through 2022, BMO ranked second as Disclosure Counsel in Florida-based on both the number of transactions completed and dollar volume and in 2023 BMO became top ranked Disclosure Counsel firm in Florida. In the past 12 months, BMO completed 25 transactions involving over $1.7 billion in the State as Disclosure Counsel. Because of this depth and breadth of our Firm’s experience, it is unlikely that there is any public finance issue that we have not encountered practicing in the field of municipal finance. As this response will demonstrate, BMO stands ready to serve the City of Clearwater, Florida (the "City"). If selected, BMO will provide prompt, sound and quality Bond and Disclosure Counsel services to the City, offering: (i) very close proximity; (ii) familiarity with the complex historical and routine issues facing the City; (iii) a significant depth and highly niche expertise in public finance law, federal tax law, securities law, state law and other relevant local government law matters; (iv) experience in working with innovative and ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 6 complex financing structures; and (v) readily available professional and support staff resources located in Tampa, all of which will equip the Firm to handle the sophistication, complexity and volume of legal services the City may require in a timely, efficient, accurate and effective manner. BMO has full-service public finance offices in Tampa, Orlando, Tallahassee, Miami, Jacksonville, Washington, D.C. and Atlanta. BMO's strong Florida presence is attributable, in part, to its founder, C. Farris Bryant, who was the Governor of Florida in the early 1960s. BMO employs a professional staff of 38 attorneys, 23 of whom are focused on the area of public finance law, giving BMO more Florida-based municipal bond attorneys than any other law firm. BMO having more Florida bond lawyers than any other law firm is not a coincidence. We made this strategic investment by design to enable the Firm to provide exceptional counsel on all aspects of a transaction now and for many years to come. It is uncommon for a law firm to have specialists in all aspects of a public finance transaction, specifically tax. As part of BMO's public finance group, BMO has four (4) in-house Section 103 federal tax attorneys and does not subcontract its tax work to other firms, unlike many of our competitors. Integrity Public Finance Consulting, LLC ("Integrity"), a wholly owned subsidiary of the Firm, provides comprehensive arbitrage rebate and escrow verification services for municipal bond issuers on a nationwide basis. No other Florida public finance law firm performs arbitrage rebate calculation services for clients. Integrity’s CEO, Laurie Scott, entered the field when the first Regulations were issued and participated in the evolution of the rules through major changes over the ensuing years. This invaluable experience helps to assess issues that may be present but not apparent in financings. Her awareness of financing techniques, the mindset of the industry and its professionals through time, and historical yield curve environments creates a window for identifying opportunities and potential pitfalls that less experienced professionals may not utilize. Integrity has provided its comprehensive arbitrage rebate services to the City on several occasions between 2007 and 2009, including for an arbitrage rebate report in 2009 related defeasance of the City's $43,642,689.75 Water and Sewer Refunding Revenue Bonds, Series 1998 by the Water and Sewer Revenue Refunding Bonds, Series 2009B. Prior to 2007, Laurie Scott also provided similar services to the City while at Ernst and Young. For the first time in nearly 20 years, issuers find themselves in a positive arbitrage environment. BMO’s arbitrage experience and close alignment with Integrity provides an invaluable resource for clients. Prior to becoming a Section 103 Tax Attorney, William "Will" A. Milford began his career in public finance as an arbitrage rebate analyst, which provides a unique perspective when working through many arbitrage- driven tax issues that arise in the current interest rate environment. No one wants to have an unplanned-for budgetary surprise in terms of an arbitrage rebate liability to the Internal Revenue Service ("IRS") upon the fifth anniversary of a bond closing. The Firm has established extensive quality control protocols which include internal review procedures for Bond Counsel opinions and federal tax matters. Bond Counsel opinions and all documents related to tax code compliance must be reviewed and approved by at least two (2) Firm shareholders prior to release, significantly minimizing the likelihood of error. In addition, the public finance attorneys at BMO conduct a weekly conference call on Thursday mornings to discuss any hot topics or issues encountered during the week. During these calls, we discuss recent developments and best practices for following federal, state and local tax laws as well receive updates on national trends from Kareem J. Spratling who is a member of the Board of Directors of the National Association of Bond Lawyers ("NABL") and Mr. Milford who serves as Chair of the Education Committee for NABL. In such capacities, Mr. Spratling and Mr. Milford are in a unique position to report on the ever-changing legal landscape around public finance as it occurs across the country including solutions to challenges faced in other states before such issues arrive in Florida. Recent topics of conversation ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 7 have included federal securities and blue sky laws, TEFRA hearings and procedures, arbitrage and rebate requirements, and Nongovernmental Entity Affidavits required under Section 787.06(13), Florida Statutes. The Firm's attorneys have kept abreast of changes in the rules regarding disclosure by municipal issuers, especially the continuously evolving secondary market disclosure rules which may have dramatic implications for Disclosure Counsel and the City. The Firm is uniquely situated to assist its governmental clients in complying with the federal securities laws and required annual reporting. In addition, many of the Firm's attorneys are regular speakers at regional and national seminars on matters of public finance. One of our Firm’s shareholders, who is the past President of NABL, is a national leader in disclosure matters, having been a pioneer in the fields of electronic disclosure and pension disclosure. BMO has the highly specialized technical ability, reputation, and experience to meet the City's needs. The Firm is rated "AV Preeminent" by Martindale-Hubbell. BMO is structurally sound and well-managed by seasoned attorneys with a long history of successfully working together. The Firm has historically concentrated its municipal finance practice in the State of Florida in order to provide in-depth support for Florida issuers in both state law and federal tax matters. The Firm has a strong Tampa Bay Area presence with a centrally located downtown Tampa office that provides a full range of Bond Counsel and Disclosure Counsel services through its twelve (12) attorneys, five (5) of whom devote 100% of their practice to public finance, as well as one (1) public finance legal assistant and four (4) public finance paralegals. In addition, many of the other Tampa office attorneys have extensive municipal and governmental experience, serving as General Counsel to the Pinellas Suncoast Transit Authority and the Manatee Port Authority, as County Attorney for Hardee County and City Attorney for the Cities of Dunedin, Safety Harbor, Largo and Treasure Island. The office is a short drive away from City Hall and the attorneys in the Firm's Tampa office are available to respond to any request for assistance from the City. The ability of the Firm to serve its clients across the State is enhanced with offices in Jacksonville, Miami, Orlando and Tallahassee. With the Firm's staff of attorneys, paralegals and legal assistants, the Firm is able to provide its governmental clients with a full range of services. These services include not only Bond Counsel and Disclosure Counsel services, but also litigation related services, special assessment services, real estate services, community development and redevelopment services, legislative and executive branch liaison assistance, administrative compliance matters, government procurement services, public energy representation, and interfacing with the federal government. The Firm's tax attorneys are routinely in contact with representatives of the State of Florida Department of Revenue as well as the IRS on matters affecting local government units, such as the City. To facilitate responses to our clients' needs, the Firm has installed a multi-city interfaced computer system allowing the attorneys, paralegals and legal assistants in all of the Firm's offices to access the same database for document production and reproduction regardless of where they are located, as well as provide access to Lexis+ provided by LexisNexis and computerized federal income tax databases. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 8 i. Describe your Firm’s experience in serving as Bond Counsel and Disclosure Counsel to local governmental units, particularly focusing on those individuals who the firm intends to assign to the City of Clearwater. The Firm has extensive experience with City of Clearwater in the role of Bond Counsel, dating back at least 25 years, and Disclosure Counsel prior to that. Our Firm, led by Robert "Bob" C. Reid and Mr. Draper, have assisted the City with multiple financings during such time. Our institutional knowledge and history are invaluable to the City. Most recently our Firm assisted the City with issuance of its $30,000,000 Non-Ad Valorem Revenue Bonds (Imagine Clearwater Improvements), Series 2022 to redevelop the Coachman Park. In addition, we have assisted the City with financings to improve the City’s water, sewer, stormwater and gas systems. Due to the ongoing experience serving the City, our Firm has a deep understanding of the City’s operations, Charter, capital stack, and staff. If our Firm is selected to be Bond Counsel, Mr. Draper and Mr. Reid (while he continues to practice law) would continue to serve in the capacity that the Firm has for the last 25 years, and they will be assisted by Mr. Milford and Tanner C. Adkison. If we have the opportunity to become your Disclosure Counsel as well, Christopher "Chris" B. Roe would oversee those responsibilities, assisted by Dana J. Maykish. As the City is familiar, Mr. Roe also provided his expertise to advise the City on potential special assessment revenues for brick resurfacing improvements for the streets in Harbor Oaks in 2016. BMO has served the City on the following transactions: $30,000,000 Non-Ad Valorem Revenue Bonds, Series 2022 (Imagine Clearwater Improvements) $20,430,000 Water and Sewer Revenue Refunding Bonds, Series 2020 $29,080,000 Water and Sewer Revenue Refunding Bonds, Series 2017B $69,270,000 Water and Sewer Revenue Refunding Bonds, Series 2017 $27,520,000 Water and Sewer Revenue Refunding Bonds, Series 2014 $5,450,000 Stormwater System Revenue Refunding Bond, Series 2014 $5,405,000 Gas System Revenue Refunding Bond, Series 2014 $11,025,000 Stormwater System Revenue Refunding Bonds, Series 2013 $7,365,000 Gas System Revenue Refunding Bonds, Series 2013 $19,365,000 Stormwater System Revenue Refunding Bonds, Series 2012 $47,025,000 Water and Sewer Revenue Refunding Bonds, Series 2011 $67,715,000 Water and Sewer Revenue Bonds, Series 2009A $41,700,000 Water and Sewer Revenue Refunding Bonds, Series 2009B $12,900,000 Improvement Revenue Bonds, Series 2008 $3,700,000 Gas System Revenue Refunding Bonds, Series 2007 (Bank Qualified) $26,430,000 Water and Sewer Revenue Bonds, Series 2006 $7,175,000 Gas System Revenue Refunding Bonds, Series 2005 $6,925,000 Stormwater System Revenue Refunding Bonds, Series 2005 $14,350,000 Stormwater System Revenue Bonds, Series 2004 $8,890,000 Gas System Revenue Refunding Bonds, Series 2004 $8,410,000 Water and Sewer Refunding Revenue Bonds, Series 2003 $14,810,000 Revenue Bonds (Spring Training Facility), Series 2002 $24,685,000 Stormwater System Revenue Bonds, Series 2002 $58,680,000 Water and Sewer Revenue Bonds, Series 2002 $11,470,000 Improvement Revenue Refunding Bonds, Series 2001 $46,445,000 Infrastructure Sales Tax Revenue Bonds, Series 2001 One member of the BMO team, Mr. Reid, has been serving the City as its Bond Counsel since the beginning, and, as such, has been intimately involved with meeting the City’s financing needs. The City’s ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 9 Charter, former Article IX, until fairly recently, has required a referendum for bond issues unless the issues involved public health and safety or industrial development. In 1994, Mr. Reid successfully represented the City and its Gas System in a contested validation of its expansion of its gas system into Pasco County. In 1999, Mr. Reid successfully represented the City in a bond validation proceeding that was contested by the Pinellas County School Board and the St. Petersburg Junior College, validating the creation of the City Stormwater System and confirming the obligation of the School Board and the College to pay the City’s stormwater management fees, the revenues from which supported the City’s Stormwater Revenue Bonds. When a group of local citizens complained about the City’s Clearwater Beach improvement project, including the creation of a roundabout on the beach, Mr. Reid represented the City in the successful validation of this contested proceeding. The citizens appealed the final judgment in favor of the City to the Florida Supreme Court, which ultimately sustained the final judgment and observed that a city was not obligated to build ugly roads. While the City Charter has since been amended to remove the public health and safety exception to the issuance of bonds, other provisions of the Charter have created issues for the City which, upon the advice of BMO, could be resolved expeditiously with the use of a bond validation proceeding. A recent example of this approach was the successful validation of the Imagine Clearwater project and its bond financing in 2020. As a result of the validation final judgment, several non-bond related provisions in the City Charter were found to not impair the ability of the City to proceed with the Imagine Clearwater project and its financing. BMO has also assisted the City in project beyond the issuance of governmental bonds as Bond Counsel. For example, Mr. Reid served the City as Bond Counsel in issuing industrial development bonds, now referred to as private activity bonds or qualified 501(c)(3) bonds, to benefit several local groups, such as Ruth Eckerd Hall and the Clearwater Marine Aquarium. Mr. Reid also assisted the City on working with local property owners to create a special assessment program to finance the undergrounding of public utility lines. One such example is the program created for Island Estates. Additionally, Mr. Reid assisted the City in various non-bond related matters, such as negotiating on behalf of the City with the Philadelphia Phillies Major League Baseball team for the expansion of the team’s spring training facility between 1999 and 2002, including the acquisition of real property for the expansion. Mr. Reid successfully represented the City in its application for State funds from a sales tax rebate for spring training facilities and was instrumental in the assembly of these State revenues, along with funds provided by Pinellas County to enable the City to issue tax-exempt bonds to finance the expansion of the spring training facility without the use of any direct City revenues or assets. Commencing in 2017, Mr. Reid once again worked with the City on the extension of the spring training contract that he negotiated in 2000 and 2001, and potential further expansion of the spring training facility. These more recent efforts were subsequently halted when a roadblock arose to further funding from Pinellas County. In addition to the City, our Firm also represents many clients in and around the Tampa Bay Area. Along with representing the City as Bond Counsel, Mr. Reid serves as Bond Counsel for Housing Finance Authority of Pinellas County. Mr. Draper serves as Bond Counsel for the City of Sarasota, Tampa Sports Authority, Moffitt Cancer Center, Hillsborough County, Pasco County, Sumter County, the City of St. Peterburg, the City of Tarpon Springs, the City of Treasure Island, and the City of Dunedin as well as Disclosure Counsel for the City of Tampa, Sarasota County, Polk County, Charlotte County, Hernando County, Osceola County, Tampa-Hillsborough Expressway Authority, Manatee Port Authority and the Peace River-Manatee Water Supply Authority. Mr. Roe serves as Bond Counsel to the City of Belleair Beach and Parrish Fire District as well as Disclosure Counsel to the City of Sarasota and the City of North Port. Our Firm serves as Bond Counsel to Pinellas County. Mr. Adkison and Ms. Maykish have assisted with the financings for many of these clients. The City of Sarasota is one of several clients where the Firm serves as both Bond Counsel and Disclosure Counsel including, but not limited to, Okeechobee County, Okaloosa Gas District, City of St. Augustine, Volusia County, City of Daytona Beach, Brevard County School District and Martin County. While ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 10 our Firm’s attorneys are capable of serving in both capacities, our practice is to have separate attorneys and staff assigned specifically to either Bond Counsel or Disclosure Counsel when serving in both roles for a single client. Having distinct internal teams for each role allows our Firm to be efficient in handling document production and qualitative document review as well as creating clear points of contact for our clients to direct questions. In addition, each internal team maintains focus on the specific details that relate to Bond Counsel or Disclosure Counsel, whichever is applicable. While each internal team will have a distinct role, our Firm still works in a cooperative fashion to effectively deliver services and provide optimal communication, scheduling and document sharing than exists when you have two separate firms. There are efficiencies associated with serving the City in both capacities which we pass onto the City in terms of reduced fees. As an example of this delivery model, in 2024, our Firm assisted the Okaloosa Gas District (the "Gas District") with issuance of its $15,155,000 Gas System Revenue Bonds, Series 2024A (Taxable) and $93,010,000 Gas System Refunding Revenue Bonds, 2024B to finance the construction of a new headquarters for the Gas District’s operations. While assisting with the issuance of the Bonds, Mr. Draper served as Bond Counsel, assisted by Ms. Maykish, and Mr. Roe served as Disclosure Counsel, assisted by Mr. Adkison. Our tax attorneys, Mr. Milford and Leonard "Len" T. Marcinko, played a critical role in evaluating how private activity from a potential lease of a portion of the building would affect the ability of the Gas District to issue tax-exempt bonds. The same team of attorneys, working in opposite roles, helped Okeechobee County issue its $16,660,000 Half-Cent Sales Tax Revenue and Refunding Revenue Bonds, Series 2024A and $7,275,000 Half-Cent Sales Tax Revenue Bonds, Series 2024B. The proceeds of the Bonds are being used to fund improvements to Okeechobee County's jail facilities as well as refund one of their outstanding notes to lower the interest paid by Okeechobee County. As part of the deal, the Firm was able to advise Okeechobee County on proper procedures for obtaining and disclosing the municipal bond insurance policy to insure the debt service on the bonds. A pillar of BMO is our ability to navigate difficult deals and complex scenarios, whether that be as Bond Counsel, Disclosure Counsel or both. As Bond Counsel, Mr. Draper, Mr. Roe and Mr. Adkison recently assisted the City of Key West with the drafting and preparation of four simultaneous bond referenda, along with the required notices, ordinances and resolutions for such bond referendums, in accordance with State law and the City of Key West’s unusually restrictive Charter. Mr. Draper and Mr. Roe regularly made themselves available to address legal questions raised by the City Commission, staff and residents of the City of Key West. During the 2024 general election, the City of Key West passed all four bond referendums. Our Firm will now assist the City of Key West with bond validations and then issuing its not to exceed $60,000,000 General Obligation Bonds, Series 2025 (Public Safety), $51,000,000 General Obligation Bonds, Series 2025 (Transportation and Roadway), $50,000,000 General Obligation Bonds, Series 2025 (Parks and Recreation) and $65,000,000 General Obligation Bonds, Series 2025 (Adaptation). As Bond Counsel, Mr. Draper and Mr. Adkison have been assisting the Florida Keys Aqueduct Authority (the "Authority") on a multi-faceted financing plan which includes the requisition of funds from the $48,690,000 Water Revenue Bond, Series 2021A (Taxable) with the United States Environmental Protection Agency ("EPA") under the Water Infrastructure Finance and Innovation Act ("WIFIA") to legally defease their $30,915,000 Water Revenue Bonds, Series 2021B and the issuance of its $147,301,350 Water Revenue Bond, Series 2025A (Taxable) with the EPA under the WIFIA program to fund improvements to their water system. Both transactions closed in 2025. The Authority is also in the process of consolidating its water and sewer system into a single revenue source under the existing master resolution. This is the result of a change in the Florida statutes, which BMO drafted, that had previously prevented the consolidation. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 11 As Disclosure Counsel, Mr. Draper and Mr. Adkison assisted the State Board of Administration Finance Corporation (the "Corporation") with the issuance of their Series 2024A Bonds in the principal amount of $1,000,000,000 in order to provide the necessary funds for Florida Hurricane Catastrophe Fund (the "FHCF") to make reimbursements to insurers covering losses after catastrophic events such as hurricanes. Extensive due diligence and research is required to properly disclose the operations of the Corporation and the FHCF as well as the consistently changing Florida property and casualty insurance market. As the revenue source is structured by legislative statute, our Firm routinely monitors each legislative session for changes to the governing statutes and related insurance statutes. As Disclosure Counsel, Mr. Draper and Ms. Maykish assisted the City of Tampa with the issuance of its $231,030,000 Water and Wastewater Systems Revenue Bonds, Series 2024. As part of the disclosure responsibilities, our Firm closely reviewed detailed reports from a Construction Engineer and Financial Feasibility Consultant discussing revenue sufficiency and condition of the water and wastewater systems, then ensured the City of Tampa’s Official Statement was consistent with those reports. As Bond Counsel, Mr. Reid has assisted Housing Finance Authorities (each an "HFA") across the State with issues arising in tax-exempt and taxable financing. Most recently, he assisted the Volusia County’s HFA in simultaneously issuing tax-exempt bonds for four affordable housing developments. Mr. Reid’s involvement spanned from guidance on tax implications and structure of the financings to conducting TEFRA hearings, drafting the required notices, resolutions, ordinances, agreements, and certificates for each deal. Mr. Reid has advised HFAs across the State as they seek solutions in affordable housing, work force housing, housing for elderly tenants, and tenants with disabilities. His expertise working on complex HFA financing has carved him a space as the "go to" Bond Counsel firm for HFAs. ii. Provide a synopsis of bond-related litigation experience, e.g. contested bond validations. Complimentary to our Firm’s public finance practice, the members of the Firm’s State and Local Government Law group and Labor and Employment Law group have broad experience in local government litigation in general, including constitutional challenges to state legislation, sunshine and public records, code enforcement, comprehensive plan defense, certiorari defense of appeals from city decisions, zoning and variances, eminent domain, inverse condemnation, procurement and bidding, labor and employment, and civil rights defense. As part of the Firm's public finance practice, our attorneys regularly appear as counsel of record in numerous bond validation proceedings and have provided assistance in numerous other validation proceedings. In most bond validation proceedings in which we participate, the Firm prepares all pleadings for the validation of the bonds, and assists in or conducts the validation hearing and any appeal process for contested bond validations including preparation of legal briefs. Historically, bond validation proceedings were required in numerous types of governmental financing transactions. Under present law, bond validation proceedings are no longer required in most cases, but are undertaken when a financing involves unique legal or political issues. Usually, any delay in a financing caused by a validation proceeding is overcome by the additional market benefit of having a judicial determination of the legal matters to be resolved for the bond issue. Furthermore, validations can be very useful procedural tools to overcome timing uncertainties that exist under a threat of traditional litigation. We believe that no other firm has the level of experience in Florida bond validations as BMO. Our Firm has represented the City in multiple validation proceedings (some of which were contested) to bring clarity to restrictive provisions in the City’s Charter, which provisions have subsequently been repealed. As previously mentioned, Mr. Reid was counsel of record to the City of Clearwater on several ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 12 appeals decided by the Florida Supreme Court regarding validation of bond issues for two roadway projects and a spring training facility. Boschen v. City of Clearwater, 796 So. 2d 958 (Fla. 2001) involved a challenge to the City's issuance of $12,000,000 Infrastructure Sales Tax Revenue Bonds without a referendum, as required by City Charter for borrowings in excess of $1,000,000. Turner v. City of Clearwater, 789 So. 2d 273 (Fla. 2001), involved a similar challenge to a municipal causeway project. At issue in both cases was whether the roadway projects fit within the public health and safety exception in the Charter to the referendum requirement. Roper v. City of Clearwater, 796 So. 2d 1159 (Fla. 2001) involved the ability of the City to use state law provisions to define certain words in its Charter regarding bond restrictions for projects other than industrial development. In all three cases, the Florida Supreme Court rejected the citizens' appeals and upheld the validation of the bonds. In addition, our Firm successfully represented the City in City of Clearwater, Florida v. The State of Florida, et. al (Case No. 2020-000769-C), to validate the issuance of not to exceed $30,000,000 in aggregate principal amount of the City of Clearwater, Florida, Non-Ad Valorem Revenue Bonds, Series 2020 (Imagine Clearwater Improvements), which were later issued in 2022. This validation was undertaken because the project being financed generated some contention, and the validation was successful in quieting the community controversy. Other examples of our Firm appearing as counsel of record in contested bond validation proceedings include: In 1980, our Firm successfully represented the Miami Beach Redevelopment Agency, in State v. Miami Beach Redevelopment Agency, 392 So. 2d 875 (Fla. 1980). Miami Beach is a seminal case that was briefly overturned by the Florida Supreme Court, as described in more detail below, but subsequently restored, based in large part on our briefs and oral argument before the Florida Supreme Court. Such case provided substantial foundation for municipal entities to issue tax-increment revenue bonds without referendum approval. Robert Olive, a named partner in the Firm, was co-counsel of record on behalf of the Miami Beach Redevelopment Agency against the State of Florida (interestingly, the State was represented by future U.S. Attorney General Janet Reno). In 2001, the Firm was counsel of record for the Florida Keys Aqueduct Authority on the appeal by a citizens group in the Florida Keys challenging mandatory sewer connection fees in Keys Citizens for Responsible Government, Inc. v. Florida Keys Aqueduct Authority, 795 So. 2d 940 (Fla. 2001). The Firm validated a series of bonds and the underlying mandatory connection fees, and the validation was upheld by the Florida Supreme Court, paving the way for the Authority to begin the process of serving the Florida Keys and converting from the historical reliance on septic tanks. In 2004, the Firm began assisting the City of Marco Island with development and implementation of the special assessment program underwriting a significant portion of the costs associated with its Septic Tank Replacement Program ("STRP"). Recognizing the potential for controversy from property owners who would be subject to the assessments, the Firm recommended bond validation for the financings and assessments imposed in each sewer district as an efficient means to resolve ongoing legal challenges and constant threats to embroil the City of Marco Island in protracted and costly litigation. Heeding this advice, the City Council directed the Firm to proceed with validation of the first two STRP districts, Tigertail and South Barfield. Shortly after the Firm initiated the validation proceeding, a local citizens group (Citizens Advocating Responsible Environmental Solutions or CARES) joined with several property owners in the affected districts and filed its own lawsuit in Circuit Court challenging the authority of the City of Marco Island to impose the STRP assessments. On the City of Marco Island's behalf, the Firm moved the court to consolidate the CARES challenge into the validation proceeding and thereby obtained for them the most advantageous and cost- efficient litigation venue. The Firm was successful in persuading the trial court that the City of Marco Island was authorized to undertake the STRP and provide for financing thereof through special assessments, and a ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 13 final judgment was entered upholding the assessments and related financing. A unique feature in Florida bond validation cases under Chapter 75, Florida Statutes, is the ability to directly appeal to the Florida Supreme Court on an expedited basis. CARES appealed the matter to the Florida Supreme Court. The Firm successfully represented the City of Marco Island and obtained a favorable outcome which upheld the assessments and Marco Island's authority to undertake the STRP. The Supreme Court decision in that case is Citizens Advocating Responsible Environmental Solutions, Inc. v. City of Marco Island, 959 So. 2d 203 (Fla. 2007). The successful validation of those first two districts served the City of Marco Island well and quelled future controversy in that there were no further legal challenges or threat of legal challenges regarding the STRP. In 2007, the Florida Supreme Court sent shock waves through the public finance community when it issued an opinion in Strand v. Escambia County, Florida, 992 So. 2d 150 (Fla. 2008), reversing a circuit court's judgment validating tax-increment financed bonds proposed for issuance by Escambia County. The Court determined that tax- increment revenue bonds are "payable from ad valorem taxation" within the meaning of Article VII, Section 12 of the Florida Constitution and thus can only be issued if previously approved by referendum. In doing so, the Court receded from its earlier decision in Miami Beach Redevelopment Agency validating the issuance of tax-increment revenue bonds without the issuance of such bonds having been approved by referendum. Such opinion was damaging to Florida's fundamental and established public finance principles relied upon by many issuers and other stakeholders throughout Florida, and the Firm was involved in many roles in attempt to remedy or clarify this ruling. In fact, the Firm was uniquely qualified to speak on the issues raised in Strand because we represented the Miami Beach Redevelopment Agency in the original validation from 1980, which settled the law in this area. Using its expertise in the area of tax-increment financing, the Firm successfully moved the Court to allow its clients, the Florida League of Cities and the Florida Redevelopment Agency, to appear as amicus curiae and developed a strategy which resulted in an unprecedented rehearing and oral argument. On October 9, 2007, the Court heard oral arguments on rehearing, focusing heavily on issues raised in the amicus curiae brief prepared by the Firm on behalf of its clients. Days after the Court heard oral argument on rehearing in Strand, the Firm submitted briefs before the Court on behalf of its clients, the City of Parker and the Town of Cedar Grove. In City of Parker v. State, 992 So.2d 171 (Fla. 2008) and Bay County v. Town of Cedar Grove, 992 So.2d 164 (Fla. 2008), the local governments employed traditional community redevelopment financing under the Community Redevelopment Act, relying on the unquestioned (until the original Strand) constitutionality of issuing tax-increment revenue bonds, without referendum approval. The Firm’s attorneys argued both cases before the Court, which focused on many issues which had first arisen under Strand. Given the timeliness of Parker and Cedar Grove, the Firm had the unique opportunity to distinguish the original Strand and to answer questions or clarify points the Court had raised during the oral argument on rehearing in Strand held only a few months earlier. On September 18, 2008, the Court issued its three decisions, withdrawing the original unanimous opinion in Strand, upholding Miami Beach and validating the bonds in Strand, Parker and Cedar Grove based upon the validity of the longstanding principles of Miami Beach. This is but one example of the Firm's influence on the shaping of municipal bond finance law in the State of Florida over the last 45 years. Mr. Reid and Jason M. Breth wrote an article on the Strand decision and its meaning entitled: Miami Beach: Receded, Revised and Reaffirmed, which was published in Florida Bar Journal, Feb. 2009. In 2010, the Florida Supreme Court issued a long-awaited opinion in two widely publicized cases, Miccosukee Tribe of Indians vs. South Florida Water Management District and New Hope Sugar vs. South Florida Water Management District (Case Nos. SC09-1817 and SC09-1818). BMO was lead counsel on the appellate case. Here, the Florida Supreme Court upheld the validity of certificates of participation to acquire 73,000 acres of land from U.S. Sugar Corporation for restoration of the Florida Everglades. BMO was also ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 14 primary trial counsel in the underlying validation hearing which lasted nine (9) days. The opinion from the Supreme Court provided strong precedent for reliance on the public purpose findings by local governments and provided authority for the water management district to purchase more property that would be used for restoration purposes. In 2013, BMO assisted the City of Cape Coral with development and implementation of a special assessment program to fund a substantial portion of their annual fire services and facilities budget. BMO collaborated with Cape Coral's methodology consultant in developing and refining the availability method that allocates a portion of the fire department budget on an equal, per parcel basis among all parcels (developed and undeveloped) and allocates the remaining costs according to the relative value of improvements constructed on developed parcels. Upon imposition of the program, BMO initiated a bond validation pursuant to Chapter 75, Florida Statutes, to validate the fire assessment and the City of Cape Coral’s authority to finance fire protection facilities with proceeds of the assessment. The validation was challenged by eight (8) landowners opposed to the availability methodology. After a four-day trial, the trial court ruled in favor of the City of Cape Coral and upheld the methodology. Several of the contesting property owners then appealed the decision to the Florida Supreme Court which issued its opinion in May 2015 unanimously upholding the fire assessment program and availability methodology. The comprehensive ruling was a victory for Cape Coral, other local governments using or considering the new methodology, and for all municipalities and counties in the state as a validation of home rule authority to select a funding solution that best fits local needs and circumstances. See Morris v. City of Cape Coral, 163 So. 3d 1174 (Fla. 2015). In May 2024, BMO validated a historic $2 billion in revenue bonds on behalf of the Capital Trust Authority ("CTA"), a public agency created under the Florida Interlocal Cooperation Act ("FICA Act"). CTA operates an extensive conduit bond program, under which it issues bonds and loans the proceeds to government entities and other qualified borrowers to finance qualified public projects throughout Florida, and certain projects in other jurisdictions, including affordable housing projects, assisted living projects, and educational facilities, to name a few. Since 2018, $5.5 billion in bonds have been validated by BMO in five (5) separate bond validation actions brought on behalf of CTA and Capital Trust Agency, a related entity with a substantially similar conduit revenue bond program. In July 2024, BMO filed an action to validate $300 million in conduit revenue bonds on behalf of the Florida Municipal Loan Council ("FMLC"), a public agency created by an interlocal agreement under the FICA Act. As authorized by the Act, FMLC operates a conduit bond program, under which it issues revenue bonds and loans the proceeds to other governmental entities to finance capital improvements and facilities. The particular bonds at issue in this validation proceeding were revenue bonds to fund capital projects undertaken by community development districts. Bonds validated under the Act must comply with more complex procedures than most bond validations, which required State Attorneys for four separate circuits to be served and citizens in four separate counties to be given notice and opportunity to be heard. BMO worked cooperatively and proactively with all of the State Attorneys, providing a transparent process whereby all of their questions were addressed, thereby avoiding any objections to the bonds. Following the hearing, the court entered a judgment validating the bonds, as requested in the complaint, in September 2024. The judgement is now final and unappealable. Most recently, the Firm represented the City of St. Petersburg in seeking validation of revenue bonds secured by a covenant to budget and appropriate non-ad valorem revenues to finance a portion of the costs associated with a new baseball stadium together with parking facilities and related capital improvements to replace the aging and outdated Tropicana Field as the venue for regular season home games of Major League Baseball's Tampa Bay Rays. On October 2, 2024, the circuit court issued its final judgment validating the City of St. Petersburg’s authority to issue the bonds for such purpose. The Firm also represented Pinellas County ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 15 in its validation pertaining to the issuance of bonds secured by tourist development tax revenues, the proceeds of which will finance Pinellas County’s share of the stadium project. The circuit court in that matter entered a judgment granting Pinellas County's request for validation on December 5, 2024. These cases involve complex legal issues regarding the public purposes served by local government financing of professional sports franchise facilities and the covenant to budget and appropriate legally available non-ad valorem revenues. iii. Indicate the capability and willingness of your Firm to hold harmless, indemnify and defend the City for losses, costs and expense arising from liability claims resulting from alleged negligence of your Firm, its officers, employees and subcontractors; describe the liability coverage carried by your Firm. The Firm's current Professional Services Retainer Agreement with the City includes comprehensive indemnification for the City from and against any and all losses, penalties, damages, seftlements, costs, charges, professional fees and or other expenses or liabilities of every kind and character alleged to have been caused by any negligent act or omission of the Firm, its employees, agents and subcontractors. We are capable and willing to continue such indemnification in the event we are selected for Bond Counsel and/or Disclosure Counsel services hereunder. The Firm maintains $20,000,000 (annual limit per claim) and $40,000,000 (in the aggregate) of professional liability insurance with the Aftorneys Liability Assurance Society ("ALAS"), a mutual insurance company owned by its member firms. The self-insured retention thereunder is $250,000 for each claim up to an aggregate of $500,000 and $100,000 on each claim thereafter. The Firm is one of the smallest law firms to have been admifted to ALAS, illustrating the Firm’s exemplary record of accomplishment in the area of compliance in the more than five (5) decades it has existed. ALAS holds a Fitch rating of A which is an equivalent rating to a rating of A- by AmBest (ALAS dropped the AmBest rating in 2016). The Firm currently maintains the following insurance coverage: Policy Type Insurer Coverage Amount Deductible Professional Liability ALAS $20,000,000 $250,000 Worker's Compensation Continental Casualty – CNA 1,000,000 -0- Comprehensive, Auto, General Liability (Business Owner's Policy) Hartford Fire Insurance Company 1,000,000 (primary) 2,000,000 (general aggregate) -0- If requested by the City, the Comprehensive General Liability (Business Owner's Policy) coverage and Business Auto Policy can be endorsed to include the City as an additional insured, and copies of each insurance policy can be provided to the City. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 16 iv. Please describe at least one example of an innovative or creative strategy used by the firm in a prior bond issuance. Members of the Firm are noted for excelling at challenging deals. BMO has been extremely innovative in municipal finance throughout its history and is proud of this tradition of innovation in serving the needs of its public finance clients. BMO believes that innovation in public finance does not take place in a vacuum; instead, innovation results when a thorough understanding of a client's financing objectives are combined with an in-depth knowledge of all areas of law potentially affecting the structure of a financing, including state bond and regulatory law, federal income tax law, and federal and state securities laws. As one example of a creative and innovative strategy used by our Firm that is relevant to the City’s proposed parking garage financing, the City of Sarasota issued its $13,595,000 St. Armand’s Paid Parking Area improvements Revenue Bonds, Series 2017A and $2,075,000 St. Armand’s Paid Parking Area improvements Revenue Bonds, Series 2017B in which case our Firm advised the City of Sarasota on how to implement a diversified revenue source as the security for the bonds and source of repayment. On the one hand, it was important for the City of Sarasota to insulate its General Fund budget from the debt service liability associated with the Bonds to finance a parking garage project. On the other hand, it was also important to the City of Sarasota to maximize its rating and minimize its borrowing cost. With a diversified revenue source, the City of Sarasota was able to address both issues. The primary source of repayment was a pledge of revenues generated from parking fees and charges within the St. Armands Paid Parking Area. Then our Firm, with the expertise of Mr. Roe, assisted with the implementation of a special assessment to pay a portion of the debt service of the Bonds. The special assessment was charged to the commercial buildings that benefited from having increased public parking capacity for customers and employees. To provide comfort to the underwriter, investors and creditors that the parking fees and special assessment would be protected, the Firm structured a covenant that limited the ability to take actions (e.g., City Commission actions to reduce or eliminate parking fees) that would materially impact the parking fees and special assessment. Finally, in order to receive the strong credit strength of a covenant to budget and appropriate legally available non-ad valorem revenues ("CB&A") without a direct pledge, we incorporated the CB&A as a back-up pledge that is only available to debtors if the parking fees and special assessment are insufficient to pay debt service. To ensure the bonds where in the best position, our Firm successfully validated the bonds to ensure that the sources of security were properly drafted and implemented. The Firm has in-house Section 103 tax attorneys and does not subcontract out tax work to other firms. The head of BMO's Tax Practice, Mr. Marcinko, served as an attorney-advisor in the Office of Chief Counsel to the IRS, where he was responsible for the development of income tax regulations and proposed legislation in the tax-exempt bond area. He was the principal author of final regulations relating to arbitrage bonds which still serve today as the basis for many of the federal income tax rulings. Mr. Reid holds a Master of Law in taxation from the University of Florida, having graduated at the top of his class. The Firm has two (2) additional tax lawyers, Mr. Milford and Sabine E. Montas, who focus all of their time on federal tax issues, including issues arising under Section 103 of the Internal Revenue Code. No other Florida firm can replicate anywhere near this same amount of resources dedicated to federal tax issues in the Florida public finance area, and in particular, to this region of the country. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 17 Attorneys at BMO have been at the forefront of developing innovative programs that have helped the State of Florida and its local governments save millions of dollars. Examples include: • The creation of pooled loan programs, including the Sunshine State Governmental Financing Commission and the First Florida Governmental Financing Commission, which have allowed local governments to pool loans together in order to reduce issuance costs and achieve economies of scale; • Significant involvement in the concept of "covenant to budget and appropriate" financings, which has allowed governments the ability to issue long-term debt with less restrictive covenants and without pledging specific revenue sources; • Validation of the first bonds in Florida for the purpose of funding deficits in pension funds, resolving issues related to whether such bonds could only be issued for "capital projects;" • Participation in the issuance of the first bonds in Florida to fund OPEB liabilities; • Serving as lead counsel on some of the first transactions in the country where issuers were able to negotiate termination provisions or acceptable intercreditor provisions with municipal bond insurers in light of the severe turmoil in the municipal bond marketplace; and • Development of an innovative program to allow underlying Florida pollution control loans to be securitized, resulting in savings not otherwise achievable in a traditional advance refunding. BMO attorneys are completely familiar with all financings, both publicly offered bonds and direct placement bonds and notes with banking institutions, having served the City of Clearwater as its Bond Counsel for at least the last 25 years, and as such are intimately familiar with the City’s Charter, processes and procedures, as well as the City's staff members involved with issuance of debt obligations. This means our Firm will not face a learning curve when evaluating and structuring innovative legal solutions to the City’s complex financing challenges. BMO attorneys possess a collective wealth of understanding in the identification and development of statutory and home rule funding sources for local governments, including a high level of familiarity and understanding of the State Constitution and case law requirements for valid special assessments and the use of both ad valorem and non-ad valorem funding sources. We have unparalleled experience in cooperatively developing, drafting and preparing programs which comport with the stringent requirements of the statutory uniform method for levy and collection of non-ad valorem assessments. Our work in this area has contributed significantly to the Firm's standing as a recognized leader in developing special assessment programs and validating related bond issues before local courts and the Florida Supreme Court. In most instances where the Firm is engaged to develop a special assessment program to fund capital improvements, BMO also acts as Bond Counsel in structuring the related financing. The Firm's experience in this regard is showcased by its involvement in the development, structuring, implementation and validation of the two-tiered special assessments imposed by the City of Marco Island in order to finance wastewater collection and capacity improvements in the context of its Septic Tank Replacement Program. The Firm's work to date has involved drafting the resolutions necessary for initiating the process and final imposition of special assessments in each of the 17 sewer districts and collecting the assessments on the annual property tax bill, preparing and facilitating delivery of the notices for mailing, ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 18 publication and recording in the public records, attending and acting in a facilitative role during the required public hearings before the Marco Island City Council, assisting with development and implementation of the deferred payment initiative, coordinating efforts of staff and consultants, assisting with finalizing cost estimates for purposes of determining the assessment amounts applicable to each district, annual maintenance and administration of the discrete assessment programs corresponding to each district. The Firm has worked with Marco Island staff on an as-needed basis to address citizen inquiries and new or changing circumstances in each district to ensure conformance of the annual assessments to the policy direction of the Marco Island City Council. With the advent of educational facilities benefit districts under Chapter 1013, Florida Statutes, BMO was the first law firm in Florida to develop and impose non-ad valorem assessments for educational facilities in the Bellalago Educational Facilities Benefit District in Osceola County. Such an endeavor requires an expert understanding of the uniform assessment and collection of non-ad valorem assessments pursuant to Section 197.3632, Florida Statutes. Additionally, BMO assisted the City of Mulberry in revising and refining its fire assessment program and obtaining a judicial validation of the remedial actions taken. BMO was instrumental in successfully resurrecting failed capital improvement bonds secured by assessments for the Sun 'n Lake of Sebring Improvement District in Highlands County (the "Improvement District") and assisted the Improvement District and its bondholders in developing and obtaining a judicial validation of restated implementing resolutions for assessments and bonds that had gone unpaid for several years. The Firm also developed an innovative alternative to fire assessment apportionment which dispenses with complicated data sets (call records, land use categories, etc.) required by typical demand-based methodologies. The approach addresses a mixed bag of legal, procedural, practical and policy elements and utilizes a simple, two-tiered methodology where a portion of the costs associated with readiness-to-serve aspects of fire protection are shared equally among all tax parcels on a per tax parcel basis, and the balance of costs are allocated according to the relative improvement value of each tax parcel. The Firm has implemented and validated the methodology on behalf of St. Petersburg, Brooksville, Springfield, Stuart and Cape Coral. BMO provides an in-depth understanding of the legal, procedural and political intricacies of non-ad valorem assessment programs and an appreciation for the constitutional premises and constitutional procedures upon which they must be implemented. Furthermore the Firm has a pragmatic understanding that revenue development programs must not be so complex from the legal defensibility standpoint that they're difficult to implement or not able to be easily embraced by elected officials and affected citizenry. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 19 B. Please list and identify the personnel to be assigned to the City engagement, including both primary and back-up personnel. i. Please include resumes for each member of the team who will be assigned to the City’s engagement. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 20 Duane D. Draper Shareholder Chair of Public Finance Practice Group Practice Areas: Public Finance Tampa, Florida EDUCATION:  Duke University – J.D., with Honors; member of Duke Law Journal  University of Florida – B.S.B.A. in Finance, with High Honors PROFESSIONAL HISTORY: Mr. Draper currently serves as the Firm's Public Finance Practice Group Chair and the Business Development Chair. Since joining BMO in 1995, Mr. Draper has focused his practice on Bond Counsel, Disclosure Counsel, Underwriters' Counsel and Bank Counsel, serving Florida counties, cities, special districts, and non-profits. Mr. Draper has extensive experience, having worked in public finance for over 30 years—not only as an attorney, but he also worked as an investment banker for Smith Barney, which later became Citigroup, where he began his career in 1989. He has received numerous honors and awards recognizing him as a top public finance lawyer, including being rated as "AV Preeminent" by Martindale- Hubbell. In 2020 and 2023, Mr. Draper was recognized by The Best Lawyers in America for his work in public finance in Tampa and Orlando and from 2019-2023, he was voted a Top Public Finance Lawyer by his peers in the Tampa Magazine for Lawyers. He was also listed as a Florida Super Lawyer from 2010-2016. Moreover, Mr. Draper was part of Florida's Legal Elite by Florida Trend magazine in 2007-2011 and 2013- 2019 and is on the Business Journal's List of 100 Most Influential Lawyers in the U.S. in 2018. He graduated from the Duke University School of Law with Honors, where he was a member of the Duke Law Journal. Mr. Draper is a member of NABL and is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Local Government Section, Member  National Association of Bond Lawyers, Member  Leadership Florida 2006, Graduate: the West Regional Chair 2012-2013  Leadership Tampa 2003, Graduate HONORS & AWARDS  Lawyer of the Year in Tampa for Public Finance for 2024 and 2023  Martindale-Hubbell Top Rated Lawyer in Tampa for Ethical Standards and Legal Ability for 2024  Tampa Magazine Top Lawyers 2019-2023 (Voted Top Public Finance Lawyer by Peers)  The Best Lawyers in America since 2006  The Business Journal's List of 100 Most Influential Lawyers in the U.S. for 2018  Martindale-Hubbell Top Rated Lawyer in Tampa for Ethical Standards and Legal Ability for 2016  Florida's Legal Elite by Florida Trend magazine in 2007-2011 and 2013-2018  Florida Super Lawyers listing for 2010-2016  2014 Best Lawyer of the Year in Tampa Bay for Public Finance, based on a particularly high level of peer recognition ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 21 Robert "Bob" C. Reid Shareholder Practice Areas: Public Finance, Tax, Affordable Housing, New Markets Tax Credits, P3 Tallahassee, Florida EDUCATION:  University of Memphis – J.D.  University of Memphis – B.A. in Psychology  University of Florida – LL.M. in Taxation PROFESSIONAL HISTORY: For the past 47 years, Mr. Reid’s practice has been concentrated in financial transactions and tax planning. Since 1985, his concentration in tax-exempt and taxable financing has increased so that now he exclusively devotes his practice to this area. Mr. Reid joined Bryant Miller Olive in 1989. He routinely applies his tax background and experience in tax matters arising in financings involving multi-family housing, single family housing, public housing, hotels, convention and sports facilities, educational facilities and governmental projects. Mr. Reid has used his tax and project finance background to lead the Firm in tax credit financings using new markets tax credits, historic preservation tax credits and low-income housing tax credits, and more recently in the area of Opportunity Zones. He also provides consulting and special counsel services to local governments on issues involving the creation and preservation of affordable and workforce housing, and the use of new market tax credits and Opportunity Zones as an economic development tool. He is the former Chair of the Firm’s Affordable Housing and the Chair of the Firm's New Markets Tax Credit practice areas. He is a frequent lecturer at continuing legal education programs, including the National Association of Bond Lawyers annual Bond Attorney Workshop and has been featured in publications such as National Real Estate Investor. Mr. Reid is rated "AV Preeminent" by Martindale-Hubbell, and is licensed to practice in Tennessee and Florida. In 2024, Mr. Reid was elected by unanimous vote as a regular fellow of the American College of Bond Counsel. He is listed in the Municipal Bond Attorneys’ section of The Bond Buyer’s Municipal Marketplace and is a member of The Florida Bar and National Association of Bond Lawyers. Mr. Reid graduated from the University of Memphis School of Law in 1976 and received a Master of Laws in Taxation from the University of Florida College of Law in 1985. PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Member  The Tennessee Bar, Member ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 22 HONORS & AWARDS  Recognized in the 31st edition of Best Lawyers for Public Finance Law in 2024.  Named Top Rated Lawyer in Banking and Finance by the American Lawyer Magazine, 2014 PUBLICATIONS  Can PACE lead Us to Recovery?, Florida Green Building Magazine, Summer 2010  Miami Beach: Receded, Revised and Reaffirmed, Fla. B.J., Feb. 2009, at 18 PRESENTATIONS  Opportunity Zones and Affordable Housing, Regional Development Conference, December 2018  Affordable Housing and P3s, Florida Association of Counties Policy Conference, September 2017  New Markets Tax Credits: A Primer, Pinellas County Economic Development Council, June 2015  Bonds, Ethics and Sunshine 101, Fla. Assoc. of Local Housing Finance Authorities, 2015 Educational Conference, July 2015 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 23 Christopher "Chris" B. Roe Shareholder Practice Areas: Public Finance, Government Counsel Services, Litigation & Special District Finance Tallahassee, Florida EDUCATION:  Florida State University – J.D.  University of Florida – B.A. PROFESSIONAL HISTORY: Mr. Roe is a Shareholder in the Firm's Tallahassee office. He is Board Certified by the Florida Bar in City, County and Local Government Law. His experience features a wide range of public finance matters including acting as Bond Counsel and Disclosure Counsel in the financing of capital improvement projects for municipal buildings, public parking facilities, utility expansion, community redevelopment, parks and recreation, stormwater and drainage, stadium constructions and renovation, and beach renourishment. His experience also includes General Counsel services such as municipal annexation, charter review and revision, sunshine laws and ethics laws applicable to local government officials, and special district establishment and governance. In his role as Disclosure Counsel, his practice involves drafting official statements, bond purchase agreements, continuing disclosure certificates, continuing disclosure event- based notices and due diligence questionnaires. In addition, Mr. Roe is well versed with the Electronic Municipal Market Access website used as a primary source for municipal securities data and documents. In 2024, Mr. Roe provided Disclosure Counsel services for issuances by the City of Northport and Okaloosa Gas District. In his role as Bond Counsel or while providing General Counsel services, his practice involves drafting ordinances, resolutions, interlocal agreements, notices for mailing and publication, pleadings and closing documents for public finance transactions. Mr. Roe also has extensive experience advising clients on the availability potential revenue sources, including special assessments and impact fees, and is able to draft the necessary documentation to implement such revenue sources. Mr. Roe has successfully conducted more than 70 bond validation proceedings pursuant to Chapter 75, Florida Statutes, on behalf of local government clients and the funding of capital projects including Hillsborough County's improvement and modernization of U.S. Highway 301, Panama City Beach's Front Beach Road community redevelopment initiative, and St. Lucie County's PACE financing program. He was the Firm’s lead attorney on behalf of the City of St. Petersburg in validating revenue bonds to finance a portion of the costs associated with a new stadium to replace the aging and outdated Tropicana Field, and in representing Pinellas County in its validation pertaining to financing their share of the stadium project. He successfully represented the City of Cape Coral at trial and in its Supreme Court appeal regarding the validity of citywide special assessments imposed to fund fire protection services and facilities and the new apportionment methodology based on availability of service. Morris v. City of Cape Coral, 163 So. 3d 1174 (Fla. 2015). Mr. Roe played a significant role in several other cases decided and reported by the Florida Supreme Court in favor of local governments, including Citizens Advocating Responsible Environmental Solutions, Inc. v. City of Marco Island, 959 So. 2d 203 (Fla. 2007) (upholding the city’s ability to undertake city-wide special assessment program to fund utility expansion), and City of Parker v. State, 992 So. 2d 171 (Fla. 2008) (upholding challenge to community redevelopment program). ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 24 PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Member  The Florida Bar, Board Certified in City, County and Local Government Law  Admitted to Practice, United States District Court for the Middle District of Florida PRESENTATIONS  "The Line Between Special Assessments and Ad Valorem Taxes," Stetson Law Review (Spring 2016)  "Thinking Outside the Box: Alternative Approaches to Project Cost Allocation," Florida Governmental Finance Officers Association, June 26, 2017  "Local Government Incentives for Economic Development," Florida Municipal Attorneys Association annual conference, Palm Beach, Florida, July 2019  "Municipal Bond Security," Panhandle Chapter of Florida Government Finance Officers Association, Destin, Florida, October 18, 2019 RECENT PUBLIC FINANCE TRANSACTION EXPERIENCE  $53,835,000 City of North Port, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2024 (Disclosure Counsel)  108,165,000 Okaloosa Gas District Gas System Revenue Bonds, Series 2024A (Taxable) and Gas District Gas System Refunding Revenue Bonds, Series 2024B (Disclosure Counsel)  $15,770,000 Sarasota County, Florida Solid Waste System Revenue Bonds, Series 2024 (Disclosure Counsel)  $11,365,000 City of Cape Coral, Florida Stormwater Utility Revenue Bonds, Series 2023 (Disclosure Counsel)  $53,000,000 City of St. Petersburg, Florida Public Utility Subordinate Lien Bond Anticipation Note, Series 2024 (Bond Counsel)  $20,635,000 City of Naples, Florida Capital Improvement Revenue Bonds, Series 2024 (Bond Counsel)  $16,660,000 Okeechobee County, Florida Half-Cent Sales Tax Revenue and Refunding Revenue Bonds, Series 2024A and $7,275,000 Okeechobee County, Florida Half-Cent Sales Tax Revenue Bonds, Series 2024B (Bond Counsel)  $25,000,000 City of Destin, Florida Non-Ad Valorem Revenue Note, Series 2024  $465,325,000 Florida Insurance Assistance Interlocal Agency Insurance Assessment Revenue Bonds, Series 2023A-1 and $125,000,000 Florida Insurance Assistance Interlocal Agency Insurance Assessment Revenue Bonds, Series 2023A-2 (Variable Rate) (Bond Counsel)  $78,660,000 City of Melbourne, Florida Water and Sewer Revenue Bonds, Series 2023 (Bond Counsel) ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 25 Tanner C. Adkison Associate Practice Areas: Public Finance Tallahassee, Florida EDUCATION:  Florida State University – J.D.  Florida State University – B.S. in Business Management & Political Science, magna cum laude PROFESSIONAL HISTORY: Mr. Adkison is a member of BMO’s Public Finance Practice Group as an associate attorney in the Tallahassee office. Mr. Adkison focuses his practice on a variety of public finance matters and transactions. Specifically, he focuses on Bond Counsel, Disclosure Counsel and Underwriters' Counsel representation for all levels of state and local government entities, including multiple authorities and districts. In addition, Mr. Adkison provides legal representation in State blue sky laws. Mr. Adkison first joined the Firm in 2022 as a Law Clerk. While in Law School, Mr. Adkison was President of the Business Law Society and a member of the FSU Business Review, FSU College of Law Mock Trial Team, and William H. Strafford American Inn of Court. He was also a recipient of the Mergers & Acquisitions Book Award. Prior to his clerkship with BMO, Mr. Adkison worked as a Summer Associate with Dinsmore & School, LLP drafting motions, arguments and performing research and analysis on federal law, state law and local ordinances on a variety of corporate, securities and business legal matters. He also held a Corporate Legal Externship with Southeast Toyota Finance, a Judicial Externship with the Thirteenth Judicial Circuit and was a Clerk for the Florida Senate. Mr. Adkison received his Bachelor of Science degrees, magna cum laude, from Florida State University in Business Management and Political Science. During his undergraduate studies, Mr. Adkison was a member of the Florida State University Football Team as a Long Snapper. During this time, he was the recipient of the Golden Torch Award, which honors the athlete with the highest GPA in the organization, and a recipient of the NCAA Division 1A FAR Academic Excellence Award. PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Member  National Association of Bond Lawyers, Member ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 26 Dana J. Maykish Associate Practice Areas: Public Finance Tampa, Florida EDUCATION:  The Catholic University of America – J.D., magna cum laude  George Mason University – B.A. in Government & International Affairs, summa cum laude PROFESSIONAL HISTORY: Ms. Maykish is a member of BMO's Public Finance Practice Group in the Firm’s Tampa office and currently focuses her legal practice providing Bond Counsel and Disclosure Counsel representation in a variety of public finance transactions, primarily in the issuance of municipal bonds, and various forms of tax-exempt financing for Florida public agencies and interlocal agencies. Prior to joining BMO, Ms. Maykish advised private and public companies on corporate and securities law and investment advisory law. Before pursuing her law degree, Ms. Maykish worked in the financial services industry for over 20 years as a financial advisor where she held her Financial Professional Licenses, Series 7/63/66. While in law school, Ms. Maykish gained valuable experience working for the federal government in acquisitions and interned for the SEC. Prior to joining BMO, she served as a senior vice-president in bank regulatory compliance. PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Member  The New York Bar, Member  The Pennsylvania Bar, Member (Inactive) ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 27 William "Will" A. Milford Shareholder Practice Areas: Public Finance, Tax, New Markets Tax Credits Jacksonville, Florida EDUCATION:  University of Florida – J.D., with Honors  Transylvania University – B.A., with Honors PROFESSIONAL HISTORY: Mr. Milford is a shareholder and a member of BMO's Public Finance Practice Group. He focuses his legal practice on the federal income tax treatment of tax-exempt debt obligations. Mr. Milford has more than 20 years of experience in public finance, beginning with his early career as an arbitrage rebate analyst prior to starting his legal career with BMO. Mr. Milford serves as Tax Counsel on a variety of governmental, 501(c)(3) and exempt facility bond financings, where he works with governmental issuers and conduit borrowers to review, and structure proposed new money and refunding obligations. In addition to transactional work, Mr. Milford advises issuers and borrowers on post-issuance tax compliance matters, assisting with the development of effective compliance procedures and representing clients in IRS audits and other tax controversy matters. Mr. Milford is a member of NABL and is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. He currently serves as Chair of NABL’s Education Committee, previously served on NABL’s Section 103 Editorial Board, and is a frequent panelist at NABL conferences and contributor to Tax Committee projects. Mr. Milford is a member of the Florida Bar and the Connecticut Bar. He received his J.D. with honors from the University of Florida College of Law in 2011 and his B.A. with honors from Transylvania University in 2004. PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Member  The Connecticut Bar, Member  National Association of Bond Lawyers, Member  National Association of Bond Lawyers, Education Committee, Vice Chair 2021-2023, Chair 2023-2025  National Association of Bond Lawyers, Section 103 Editorial Board, 2015 - 2018 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 28 PRESENTATIONS  Panelist, "To Be or Not to Be Qualified 501(c)(3) Bonds," National Association of Bond Lawyers, Bond Attorneys Workshop, 2024  Moderator, "Arbitrage Issues for New Money Bonds," National Association of Bond Lawyers, Tax and Securities Law Institute, 2024  Panelist, "No Volume Cap, No Problem," National Association of Bond Lawyers, Tax and Securities Law Institute, 2023  Moderator, "Essential Housing Tax Trends," National Association of Bond Lawyers, Tax and Securities Law Institute, 2022  Chair, "Refunding and Reissuance," National Association of Bond Lawyers, Bond Attorneys Workshop, 2021-2023  Panelist, "Refunding Bond Issues," National Association of Bond Lawyers, Tax and Securities Law Institute, 2017  Panelist, "Arbitrage and Rebate," National Association of Bond Lawyers, Bond Attorneys Workshop, 2013-2015  Speaker, "What to Do After You’ve Issued Debt," Florida Government Finance Officers Association Central Florida Chapter, May 2015  Speaker, "Securities Law and Tax Law Compliance Relating to Municipal Debt," Government Finance Officers Association, February 2014  Speaker, "What to Do after You’ve Issued Debt," Florida Government Finance Officers Association School of Government Finance, November 2013 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 29 Leonard "Len" T. Marcinko Shareholder Practice Areas: Public Finance, Tax Atlanta, Georgia EDUCATION:  Georgetown University, Washington, D.C. – J.D.  Georgetown University, Washington, D.C. – B.S. PROFESSIONAL HISTORY: Mr. Marcinko has concentrated his law practice in the federal income tax aspects of municipal finance law. He has over 40 years of wide-ranging experience dealing with federal tax issues associated with the sale and issuance of tax-exempt bonds, as a government lawyer, as a private law practitioner, and as a public finance investment banker. In addition to his primary responsibility dealing with federal income tax issues related to the Firm's public finance area, Mr. Marcinko for several years has headed up BMO's representation of clients in the area of interest rate swaps and other derivative product transactions. Prior to joining BMO, Mr. Marcinko spent three and a half years in the public finance department of Shearson Lehman Hutton, Inc. ("Shearson"). At Shearson, he was responsible for the creation and implementation of new tax-exempt and taxable finance products for the Firm's public finance clients, with special emphasis on the Southeastern Region of the United States. Prior to joining Shearson in 1985, Mr. Marcinko practiced law for five (5) years as a partner in the Tax Department of the national municipal bond law firm of Kutak Rock. At Kutak Rock, he participated as Bond Counsel, Underwriters' Counsel or Special Tax Counsel in a wide variety of tax-exempt bond financings throughout the United States, including advance refundings, pooled loan programs, student loan and mortgage revenue bond financings, and exempt industrial development bond issues. From 1977 to 1980, Mr. Marcinko served as an attorney-advisor in the Office of Chief Counsel to the IRS, where he was responsible for the development of income tax regulations and proposed legislation in the tax-exempt bond area. He was the principal author of final regulations relating to arbitrage bonds issued in 1979 and participated in drafting the Mortgage Subsidy Bond Tax Act of 1980. Mr. Marcinko is a member of NABL and is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. PROFESSIONAL, CIVIC AND SOCIAL AFFILIATIONS:  The Florida Bar, Member  The Georgia Bar, Member  National Association of Bond Lawyers, Member HONORS & AWARDS  The Best Lawyers in America since 2006 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 30 Debbie L. Lichty Paralegal Practice Areas: Public Finance Tampa, Florida Ms. Lichty, a paralegal in the Tampa office, is also assigned to the team and brings 25 years of public finance experience. She will serve as the lead paralegal on the City's account. Ms. Lichty has assisted BMO in its roles as Bond Counsel, Disclosure Counsel and Underwriters' Counsel in a variety of tax-exempt and taxable bond transactions. Her experience in the public finance arena includes drafting ordinances, resolutions, bond purchase agreements, official statements and various closing certificates and opinions and conducting closings of bond issues. She serves as lead paralegal on numerous financings and has significant experience in the preparation and drafting of financing documents for governmental entities and municipalities. She has built sound, professional relationships with many market participants and keeps up with trends in public finance. Sierra Miller Paralegal Practice Areas: Public Finance Tampa, Florida Ms. Miller, a paralegal in the Tampa office, brings a wealth of public finance knowledge to the Firm’s work with the City. Her work has included drafting critical documents such as opinions, resolutions, bond purchase contracts and official statements. She has assisted with closings of bond issues and has directly supported the Firm in its roles as Bond Counsel, Disclosure Counsel, and Underwriters’ Counsel. Her expertise in administrative services and client interactions ensures seamless collaboration with the City. Eleni K. Pessemier Legal Assistant Practice Areas: Public Finance Tampa, Florida With robust experience in corporate and public finance, Ms. Pessemier will provide invaluable support from the Firm's Tampa office to our services for the City, if selected. She has assisted on numerous bond transactions, drafting essential agreements, resolutions and opinions. Having participated in many bond closings, she is skilled in navigating complex financial processes. Her experience supporting the Firm’s roles in various capacities will be instrumental in ensuring efficient and effective service delivery to the City. Travis Schroeder Legal Assistant Practice Areas: Public Finance Tallahassee, Florida Mr. Schroeder is a seasoned legal assistant with significant experience in public finance. His contributions to the Firm’s roles as Bond Counsel, Disclosure Counsel, and Underwriters’ Counsel include drafting official statements, bond purchase contracts and other key documents. With a strong background in assisting local government clients, conducting closings and providing administrative support, he will play an essential role in the Firm’s public finance services for the City. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 31 i. Please provide at least two samples of official statements that later formed the basis for bond issuances by local government in Florida. See "APPENDIX A – Official Statement of the $1,000,000,000 State of Florida State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable)" and "APPENDIX B – Official Statement of the $231,030,000 City of Tampa, Florida Water and Wastewater Revenue Bonds, Series 2024" attached hereto. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 32 TAB 3 | REFERENCES Provide a minimum of three (3) references, preferably clients within the State of Florida, for whom you have provided similar services. Include the name of entity, contact person’s names, phone numbers, e-mail addresses, type of service provided, dates these services were provided, including the dollar amount of the issues or other financing. Orlando Utility Commission Contact Person: Chris McCullion, Chief Financial Officer Telephone Number: (407) 274-2727 Email: cmccullion@ouc.com Address: 100 West Anderson Street Orlando, Florida 32802 Service Provided: Bond Counsel (2001 to present) Representative issues over the last 5 years: $179,390,000 Utility System Revenue Refunding Bonds, Series 2024B $89,290,000 Utility System Revenue Bonds, Series 2024A $245,130,000 Utility System Revenue Bonds, Series 2023A $19,685,000 Utility System Revenue Refunding Bonds, Series 2021C $150,860,000 Utility System Revenue Bonds, Series 2021B $143,250,000 Utility System Revenue Bonds, Series 2021A $95,115,000 Utility System Revenue Refunding Bonds, Series 2020A ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 33 Hillsborough County Contact Person: Samuel S. Hamilton, Esq., Chief Assistant County Attorney Telephone Number: (813) 307-3107 Email: hamiltons@hillsboroughcounty.org Address: Hillsborough County Attorney's Office 601 East Kennedy Boulevard, 27th Floor Tampa, Florida 33602 Service Provided: Bond Counsel (2001 to present) Representative issues over the last 5 years: $35,845,000.00 Solid Waste and Resource Recovery Revenue Bonds, Series 2025A (AMT) (expected to close February 12, 2025) $57,895,000.00 Solid Waste and Resource Recovery Refunding Revenue Bonds, Series 2025B (Non-AMT) (expected to close February 12, 2025) $275,541,016.61 Capital Improvement Program Commercial Paper Notes Series A, Series B (AMT) and Series C (Taxable) (Various Years) $1,782,802.00 Special Assessment Revenue Note, Series 2023 (Dana Shores/Pelican Island at Rocky Point Electric Distribution Facilities Undergrounding Project) $53,390,000.00 General Obligation Bonds (Environmental Lands Acquisition and Protection Program), Series 2023 $37,500,000.00 Subordinate Utility Revenue Note, Series 2022 $155,155,000.00 Utility Revenue Bonds, Series 2021A $19,780,000.00 Utility Refunding Revenue Bonds, Series 2021B $275,541,016.61 Capital Improvement Program Commercial Paper Notes Series A, Series B (AMT) and Series C (Taxable) $189,290,000.00 Capital Improvement Non-Ad Valorem Revenue Bonds, Series 2021 $58,040,000.00 Wastewater Impact Fee Assessment Special Assessment Revenue Bonds, Series 2021 (43 Units) $22,000,000.00 Solid Waste and Resource Recovery Revenue Note, Series 2020 (AMT) ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 34 City of St. Petersburg Contact Person: Jacqueline M. Kovilaritch, Esq., City Attorney Telephone Number: (727) 892-7401 Email: jacqueline.kovilaritch@stpete.org Address: One Fourth Street North, 10th Floor St. Petersburg, Florida 33701 Service Provided: Bond Counsel (1980s to present) Representative issues over the last 5 years: $53,000,000.00 Public Utility Subordinate Lien Bond Anticipation Note, Series 2024 $35,590,000.00 Public Utility Revenue Bonds, Series 2022B $14,755,000.00 Non-Ad Valorem Revenue Note, Series 2022 $40,035,000.00 Public Utility System Refunding Revenue Bond, Series 2022 $71,995,000.00 Public Utility Revenue Bonds, Series 2021A $57,610,000.00 Taxable Public Utility Refunding Revenue Bonds, Series 2021B $7,665,000.00 Taxable Non-Ad Valorem Refunding Revenue Note, Series 2021A $2,575,000.00 Taxable Non-Ad Valorem Refunding Revenue Note, Series 2021B $3,000,000.00 Non-Ad Valorem Revenue Note, Series 2020A $40,150,000.00 Taxable Public Utility Refunding Revenue Bond, Series 2020 $6,146,027.13 Equipment Lease-Purchase Agreement dated 6/1/2020, by and between Motorola Solutions, Inc. and City of St. Petersburg, Florida $25,000,000.00 Non-Ad Valorem Revenue Note, Series 2020 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 35 Pasco County Jeffrey N. Steinsnyder, Esq., County Attorney Telephone Number: (727) 847-8120 Email: jsteinsnyder@pascocountyfl.net Address: 8731 Citizens Drive, Suite 340 New Port Richey, Florida 34654 Service Provided: Bond Counsel (2012 to present) Representative issues over the last 5 years: $64,870,000.00 Half-Cent Sales Tax Improvement Revenue Bonds, Series 2024A $8,505,000.00 General Obligation Bonds, Series 2024A (Fire-Rescue Projects/Improvements) $11,850,000.00 Health Facilities Revenue Bond (Gulfside Healthcare Services, Inc. Project), Series 2023 $15,586,000.00 Half-Cent Sales Tax Refunding Revenue Bond, Series 2023B $10,500,000.00 Tourist Development Tax Refunding Revenue Bond, Series 2023 (Taxable) $210,786,000.00 Hospital Revenue Bonds (H. Lee Moffitt Cancer Center Project), Series 2023B $28,490,000.00 TEFRA Approval of Not to Exceed $20,000 of the Industrial Development Authority of the County of La Paz, Arizona Educational Facilities Revenue Bonds (The Florida Charter Educational Foundation, Inc. Projects), Series 2023A $2,535,000.00 Industrial Development Authority of the County of La Paz, Arizona Taxable Educational Facilities Revenue Bonds (The Florida Charter Educational Foundation, Inc. Projects), Series 2023B to finance Innovation Preparatory Academy $325,885,000.00 Capital Improvement Cigarette Tax Allocation Bonds (H. Lee Moffitt Cancer Center Project), 2023A $1,843,630.90 Acquisition by Pasco County, Florida of Lindrick Service Corporation from Florida Governmental Utility Authority $34,805,000.00 Half-Cent Sales Tax Improvement Revenue Bonds, Series 2022C $9,940,000.00 General Obligation Bonds, Series 2022A (Parks and Recreation Projects/Improvements) $15,839,000.00 Taxable Half-Cent Sales Tax Refunding Revenue Bond, Series 2022B $5,847,000.00 Half-Cent Sales Tax Refunding Revenue Bond, Series 2022A $16,970,000.00 Tourist Development Tax Refunding Revenue Bond, Series 2021 (Taxable) $82,340,000.00 General Obligation Bonds, Series 2021B (Jail Projects/Improvements) $9,230,000.00 General Obligation Bonds, Series 2021A (Libraries Projects/Improvements) $74,080,000.00 Second Local Option Fuel Tax Refunding Revenue Bonds, Series 2021 $32,125,000.00 General Obligation Bonds, Series 2020A (Fire-Rescue Projects/Improvements) $22,200,000.00 Second Local Option Fuel Tax Refunding Revenue Bond, Series 2020 $26,210,000.00 Water and Sewer Revenue Bond, Series 2020 $8,200,000.00 Non-Ad Valorem Revenue Bond, Series 2020A (Park Projects) ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 36 City of Tampa Contact Person: Michael D. Perry, Budget Officer Telephone Number: (813) 274-8552 Email: michael.perry@tampagov.net Address: 306 East Jackson Street, 8th Floor Tampa, Florida 33602 Service Provided: Disclosure Counsel (2011 to present) Representative issues over the last 5 years: $231,030,000.00 Water and Wastewater Systems Revenue Bonds, Series 2024 $34,935,000.00 Special Assessment Revenue Bonds (Central and Lower Basin Stormwater Improvements), Series 2023 $282,545,000.00 Water and Wastewater Systems Revenue Bonds, Series 2022A (Green Bonds) $15,750,000.00 Water and Wastewater Systems Revenue Bonds, Series 2022B $118,010,000.00 Non-Ad Valorem Improvement Revenue Bonds, Series 2021C (Sustainability Bonds) $30,980,000.00 Non-Ad Valorem Refunding and Improvement Revenue Bonds, Series 2021B $36,615,000.00 Special Assessment Revenue Bonds (Central and Lower Basin Stormwater Improvements), Series 2021 $18,640,000.00 Sales Tax Refunding and Improvement Revenue Bonds, Series 2020 $270,905,000.00 Water and Wastewater Systems Revenue Bonds, Series 2020A $91,905,000.00 Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B $260,700,000.00 Hospital Revenue Bonds (H. Lee Moffitt Cancer Research Project), Series 2020B $119,978,934.95 Capital Improvement Cigarette Tax Allocation Bonds (H. Lee Moffitt Cancer Research Project), Series 2020A $81,320,000.00 Revenue and Revenue Refunding Bonds (The University of Tampa Project), Series 2020A $57,050,000.00 Revenue Refunding Bonds (The University of Tampa Project), Series 2020B ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 37 Sarasota County Contact Person: Karl A Senkow, Esq., Chief Deputy County Attorney Telephone Number: (941) 861-7272 Email: ksenkow@scgov.net Address: 1660 Ringling Boulevard Sarasota, Florida 34236 Service Provided: Disclosure Counsel (1990s to present) Representative issues over the last 5 years: $15,770,000 Solid Waste System Revenue Bonds, Series 2024 $25,945,000 Capital Improvement Revenue Bonds, Series 2024C $14,640,000 Tourist Development Tax Revenue Bonds, Series 2024A $23,535,000 Capital Improvement Revenue Bonds, Series 2024B $25,035,000 Capital Improvement Revenue Bonds, Series 2024A $82,540,000 Infrastructure Sales Surtax Revenue Bonds, Series 2023 $27,620,000 Capital Improvement Revenue Bonds, Series 2023B $39,020,000 Utility System Revenue Bonds, Series 2023 $24,575,000 Capital Improvement Revenue Bonds, Series 2023 $135,730,000 Utility System Revenue Bonds, Series 2022 $20,795,000 Public Improvement Revenue Refunding Bonds, Series 2021B $15,750,000 Public Improvement Revenue Refunding Bonds, Series 2021A (Federally Taxable) $61,295,000 Utility System Revenue Bonds, Series 2020A $44,740,000 Utility System Revenue Refunding Bonds, Series 2020B (Federally Taxable) $24,925,000 General Obligation Bonds (Legacy Trail Project), Series 2020 $18,785,000 Capital Improvement Revenue Bonds, Series 2020 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 38 City of St. Augustine Contact Person: Meredith Breidenstein, Assistant City Manager Telephone Number: (904) 825-1006 Email: mbreidenstein@citystaug.com Address: 75 King Street St. Augustine, Florida 32084 Service Provided: Bond and Disclosure Counsel (1996 to present) Representative issues over the last 5 years: $13,450,000 Capital Improvement Revenue Bonds, Series 2023 $13,450,000 Capital Improvement Revenue Bonds, Series 2023 $12,935,000 Water and Sewer Revenue Note, Series 2022 $5,541,000 Capital Improvement Refunding Revenue Note, Series 2021 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 39 City of Sarasota Contact Person: Kelly Strickland, Finance Director Telephone Number: Email: kelly.strickland@sarasotafl.gov Address: 1565 First Street, Suite 101 Sarasota, Florida 34236 Service Provided: Bond and Disclosure Counsel (1997 to present) Representative issues over the last 5 years: $44,460,000 Capital Improvement Revenue Bonds, Series 2023 (Bay Park Phase 2) $44,460,000 Capital Improvement Revenue Bonds, Series 2023 (Bay Park Phase 2) $10,070,000 Capital Improvement Revenue Bond, Series 2022B (Administration Building) $20,000,000 Taxable Capital Improvement Revenue Bond, Series 2022 $10,245,000 Water and Sewer System Revenue Refunding Bond, Series 2021 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 40 TAB 4 | CONTRACT AND COMPENSATION A. Furnish a proposed contract including fee proposal. Describe the firm’s proposed fee schedule for the proposed services and for various alternative financing methods. Provide separate fee schedules for Bond Counsel versus Disclosure Counsel services. The City intends to award both services to a single firm; however, the City reserves the right to assign these services to separate or different firms if the City deems it prudent to do so. Indicate the impact on the fee structure of a competitive sale versus a negotiated sale. The Firm proposes to enter into an Agreement for Bond and Disclosure Counsel Services in the form which is included as "APPENDIX C: Proposed Form of Contract." Fees for our services as Bond Counsel and Disclosure Counsel in any short or long-term financing are based upon the scope and complexity of our responsibilities, the estimated time we must devote and the size and nature of the financing on which our legal opinion is being rendered reflecting liability. Consequently, the best interest of both parties usually dictate that fee arrangements be agreed upon for each bond issue when the elements of the financing are known and can be considered on a specific factual basis. To be responsive to the Request for Proposal, we propose continuing to provide Bond and Disclosure Counsel services to the City based on proposed fees, as summarized below. If desired by the City, our proposed fees are subject to further negotiation based on additional information. It has been our experience that numerous routine questions arise after bonds have been issued, such as document interpretation, federal tax arbitrage compliance issues and continuing disclosure inquiries. As part of the Firm's philosophy of providing complete Bond and Disclosure Counsel services, the Firm provides such post-issuance bond, tax and disclosure services for its issuers at no additional cost. With the advent of secondary market disclosure rules, the Firm has been assisting its clients in complying with these new requirements through annual reviews. Bond Counsel Services For City issues, whether a negotiated or competitive financing, the Firm would be compensated for Bond Counsel services at the time the bonds are delivered according to the following schedule for revenue bonds issued by the City (excludes hourly work for referendum validation services): Fixed Rate General Obligation Bonds* Fixed Rate Revenue Bonds* Variable Rate Revenue Bonds* First $45,000,000 @$1.30 @1.40 @1.50 $45,000,000 and above @$0.80 @0.90 @1.00 *Per $1,000 principal amount The minimum Bond Counsel fee for direct City issues is $25,000 for publicly offered bond issues and $22,500 for bank loans, and expenses would be reimbursed at actual out of pocket costs as described below. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 41 In accordance with the rules adopted by the City for conduit financings, the Firm would be compensated for Bond Counsel services at the time bonds are delivered according to the following schedule: First $5,000,000 @ $5.00 per $1,000 Second 5,000,000 3.00 per $1,000 Next 10,000,000 2.00 per $1000 Next 10,000,000 1.70 per $1,000 In Excess of 30,000,000 1.00 per $1,000 The minimum fee for conduit financings involving industrial development bonds and private activity bonds is $30,000, in accordance with existing policies of the City. Expenses in conduit financings will be capped at $7,500 but subject to negotiation in unusual cases. The Firm understands that fees for conduit financings shall be paid by the obligor and not by the City. Disclosure Counsel Services The Firm would be compensated for its services as Disclosure Counsel with a fee based on 70% of the proposed Bond Counsel fees above—or discounted to 65% of the proposed Bond Counsel fees above if BMO also serves as Bond Counsel on the same issue in order to pass along efficiencies to the City—subject to a minimum fee of $22,500 per issue. Services as Disclosure Counsel in satisfaction of secondary market disclosure requirements will be provided upon request of the City, with the fee negotiated at such time. B. Consulting services may be requested in situations that do not involve a debt issue. Provide a listing of any and all additional charges (i.e. hourly rates) not included in fee proposals. Ongoing consultation with the City on routine matters such as phone conversations, short correspondence, and simple advice on proposed or closed transactions would be provided to the City without additional cost. The Firm will prepare proposed legislation and assist in the passage of general or special laws, if any, necessary to achieve a particular financing, provide referendum and validation services, prepare ruling requests to the IRS for rulings required in a particular financing, seek "no action" letters from the SEC, if required, and perform any other non-routine legal services for which the Firm has a recognized expertise if requested by the City, including, but not limited to, sports facilities, energy conservation projects and alternative energy production, special assessments, community redevelopment projects and procurement services. In addition, members of the Firm’s State and Local Government Practice Group and Labor and Employment Law Group are available to the City for any special project, including litigation and labor and employment issues. Such additional services would be at performed at a negotiated governmental hourly rate (not to exceed $400 per hour) based on the level of the attorney providing the services and the complexity of the matter involved. We would propose as a billing procedure that the Firm consult with the City Attorney on the scope of the requested legal services and agree to both hourly rates and an overall project budget prior to the delivery of any additional services with any billings to be done on a monthly basis. Our Firm recognizes that some engagements (such as legislative services and no adverse tax opinions) do not lend themselves easily to an hourly billing. In these circumstances, we would propose negotiating a fixed fee amount for these services. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 42 C. Indicate your Firm’s policy regarding out-of-pocket and/or indirect cost expenses; if your Firm proposes reimbursement from the City, itemize the types of expense and basis of billing for each. The Firm will bill out-of-pocket expenses incurred in connection with its representation of the City. Usually, expenses associated with an issue of bonds will be billed at the time the bonds are delivered and again after transcripts are completed, but may be billed on an interim basis in the event the closing of a financing is delayed. Such expenses include, but are not limited to, copying documents for distribution, postage, federal express or other delivery charges, filing fees and any necessary travel expenses. All expenses are to be itemized on each invoice, and back-up records are available if so requested by the City. Document reproduction (including printing) is to be billed at the rate of $0.25 a page. It should be noted that with the advent of the internet and use of e-mail to distribute documents, the copying and distribution costs have been considerably reduced. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater 43 TAB 5 | FORMS Exhibit A – Exceptions, Additional Materials, Addenda Form Compliance with Anti-Human Trafficking Laws Verification of Employment Eligibility Form Scrutinized Companies and Business Operations with Cuba and Syria Certification Form Scrutinized Companies that Boycott Israel List Certification Form Exhibit B – Vendor Information Form Exhibit C – Offer Certification Form Exhibit D – W-9 Form ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater EXHIBIT A Exceptions, Additional Materials, Addenda Form Compliance with Anti-Human Trafficking Laws Pursuant to Section 787.06 (13), Florida Statutes, this form must be completed by an officer or representative of a non-governmental entity when a contract is executed, renewed, or extended between the non-governmental entity and the City of Clearwater. The undersigned, on behalf of the entity listed below (“Entity”), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. The undersigned is authorized to execute this form on behalf of Entity. Date: 3^1X0003 , 202.5 Entity: Bryant Miller Olive P.A. Signed: W/W Name. Duane D. Draper Titie: Shareholder_____ VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS ANE.SUBCGNTRACTORS MUST REGISTER WITH AND USE THE E-VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES: THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSiVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost incurred by the City as a result of the termination of this Contract. ________________ Authorized Signature Duane D. Draper Printed Name Shareholder Title Bryant Miller Olive P.A. Name of Entity/Corporation STATE OF Florida COUNTY OF Hillsborough The foregoing instrument was acknowledged before me by means of®physica! presence orOonline notarization on, this 25*^ day of 30tnU<AY\| 20 25 , by Duane D. Draper____________________________ (name of person whose signature is being notarized) as the Shareholder (title) of Bryant Miller Olive P.A. ______(name of corporation/entity), personally known , or produced(type of identification LasJd£niifioatLocLan<l.wt)ofdid/did not take an oath. ELENI =ESSEMIER Notary PuDlic - State of Florida 4® Commission F NH 617291 My Comm. Expires Dec 2, 2028 Bonded through National Notary Assn. Notary Public pessemtev" Printed Name My Commission Expires: beccnnbw 2,Z.02fe NOTARY SEAL ABOVE SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BID/PROPOSAL IS $1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORMAS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria; and 3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria. /) _________________ Authorized Signature Duane D. Draper Printed Name Shareholder Title Bryant Miller Olive P.A. Name of Entity/Corporation STATE OF Florida____________________ COUNTY OF Hillsborough_____________ The foregoing instrument was acknowledged before me by means of (^physical presence or Qonline notarization on, this day of 20 25 , by Duane D. Draper________________________ (name of person whose signature is being notarized) as the Shareholder___________________ (title) of Bryant Miller Olive P.A.(name of corporation/entity), personally known x or produced(type of identification) as identification, and who did/did not take an oath. XiF’ife-.. ELENI PESSEMIER NourY ’uolic ’ State of Honda Commission # HH 617291 Comm. Expires Dec 2. 202! ....Bonceo through National Notary Assn. ----s Notary PublicB-eni Printed Name My Commission Expires: December z zozb NOTARY SEAL ABOVE SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORMAS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. “Boycott Israel” or “boycott of Israel” means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli-controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel. zh ______________ Authorized Signature Duane D. Draper Printed Name Shareholder Title Bryant Miller Olive P.A. Name of Entity/Corporation STATE OF Florida____________________ f(2/physical presence or Q online COUNTY OF Hillsborough The foregoing instrument was acknowledged before me by means o notarization on, this day of , 20 2-5 , by Duane D. Draper (name of person whose signature is being notarized) as the Shareholder___________________ (title) of Bryant Miller Olive P.A.(name of corporation/entity), personally known X Or produced(type of identification) as identification, and who did/did not take an oath. X&&T ELENI PESSEMlER ^otart Public • State of Florida Commission * HH 617291 vjPprfd?7 My Comm. Expires Dec 2. 2028 .......Bonded through National Notary Assn. Notary PublicB-cnt Pessero\fe< Printed Name My Commission Expires: bec-e ryoifr NOTARY SEAL ABOVE ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater EXHIBIT B Vendor Information Form VENDOR INFORMATION Company Legal/Corporate Name: Doing Business As (if different than above): Address: City: State: Zip: - Phone: Fax: E-Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Fax: Phone: E-Mail Address: Day-to-Day Project Contact (if awarded): Name: Fax: Phone: E-Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Provide supporting documentation for your certification, if applicable. Bryant Miller Olive P.A. 400 North Tampa Street, Suite 1600 Tampa Florida 33602 4723 813-273-6677 813-223-2705 ddraper@bmolaw.com www.bmolaw.com Duane D. Draper 813-223-2705 813-222-1722 ddraper@bmolaw.com Duane D. Draper 813-223-2705 813-222-1722 ddraper@bmolaw.com ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater Exhibit C Offer Certification Form VENDOR CERTIFICATION OF PROPOSAL By signing and submitting this Bid/Proposal/Qualification/Response, the Vendor certifies that: a) It is under no legal prohibition on contracting with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other vendors or potential vendors or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the commodities or services covered by this contract. The Vendor has not influenced or attempted to influence any City employee, officer, elected official, or consultant in connection with the award of this contract. f) It understands the City may copy all parts of this response, including without limitation any documents or materials copyrighted by the Vendor, for internal use in evaluating respondent’s offer, or in response to a public records request under Florida's public records law (F.S. Chapter 119) or other applicable law, subpoena, or other judicial process; provided that the City agrees not to change or delete any copyright or proprietary notices. g) It hereby warrants to the City that the Vendor and its subcontractors will comply with, and are contractually obligated to comply with, all federal, state, and local laws, rules, regulations, and executive orders. h) It certifies that Vendor is not presently debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or disqualified from participation in this matter from any federal, state, or local agency. i) It will provide the commodities or services specified in compliance with all federal, state, and local laws, rules, regulations, and executive orders if awarded by the City. j) It is current in all obligations due to the City. k) It will accept all terms and conditions as set forth in this solicitation if awarded by the City. I) The signatory is an officer or duly authorized representative of the Vendor with full power and authority to submit binding offers and enter into contracts for the commodities or services as specified herein. ACCEPTED AND AGREED TO: Company Name: 8^3^ Miller Olive P.A. Signature: _ X/AW/ Printed Name: Duane D. Draper Titie: Shareholder______________ Date: 25b, 202-6_______________ ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater EXHIBIT D W-9 Form ||Trust/estate0Ccorporation0Scorporation0Partnership Exempt payee code (if any) 5 8 0 159131 01/01/2025 Date Form W-9 (Rev.3-2024)Cat.No.10231X Parti Part II Note:If the account is in more than one name,see the instructions for line 1.See also What Name and Number To Give the Requester for guidelines on whose number to enter. Signature of U.S.person Request for Taxpayer Identification Number and Certification Exemption from Foreign Account Tax Compliance Act (FATCA)reporting code (if any) (Applies to accounts maintained outside the United States.) Give form to the requester.Do not send to the IRS. 4 Exemptions (codes apply only to certain entities,not individuals; see instructions on page 3): New line 3b has been added to this form.A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners,owners,or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest.This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners,owners,or beneficiaries,so that it can satisfy any applicable reporting requirements.For example,a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3.See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester)who is required to file an information return with the IRS is giving you this form because they General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments.For the latest information about developments related to Form W-9 and its instructions,such as legislation enacted after they were published,go to www.irs.gov/FormW9. What’s New Line 3a has been modified to clarify how a disregarded entity completes this line.An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner.Otherwise,it should check the “LLC”box and enter its appropriate tax classification. Go to www.irs.gov/FormW9 for instructions and the latest information. Before you begin.For guidance related to the purpose of Form W-9,see Purpose ofForm,below. 1 Name of entity/individual.An entry is required.(For a sole proprietor or disregarded entity,enterthe owner’s name on line 1 ,and enter the business/disregarded entity’s name on line 2.) Certification Under penalties of perjury,I certify that: 1 .The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because (a)I am exempt from backup withholding,or (b)I have not been notified by the Internal Revenue Service (IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or (c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person (defined below);and 4.The FATCA code(s)entered on this form (if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement (IRA),and,generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Here or Employer identification number Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid backup withholding.For individuals,this is generally your social security number (SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number (EIN).If you do not have a number,see How to get a TIN,later. Bryant Miller Olive,P.A. 2 Business name/disregarded entity name,if different from above. Social security number w Form W-9 (Rev.March 2024) Department of the Treasury Internal Revenue Service 3b Ifon line 3ayou checked “Partnership”or “Trust/estate,”or checked “LLC"and entered “P”as its tax classification, and you are providing this form to a partnership,trust,or estate in which you have an ownership interest,check this box if you have any foreign partners,owners,or beneficiaries.See instructions 5 Address (number,street,and apt.or suite no.).See instructions. 1545 Raymond Diehl Road,Suite 300 6 City,state,and ZIP code Tallahassee,FL 32308 7 List account number(s)here (optional) 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1.Check only one of the following seven boxes. 0 Individual/sole proprietor 0 LLC.Enter the tax classification (C =C corporation.S =S corporation,P =Partnership).... Note:Check the “LLC”box above and,in the entry space,enter the appropriate code (C,S,or P)for the tax classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate box for the tax classification of Its owner. 0 Other (see instructions) co <o CDCO s .co <u c e| E -S § 0)<D U) Requester's name and address (optional) Form W-9 (Rev. 3-2024)Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third-party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled- out form” above (for reportable interest and dividend accounts opened after 1983 only). Form W-9 (Rev. 3-2024)Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 is a(n) . . .THEN check the box for . . . • Corporation Corporation. • Individual or • Sole proprietorship Individual/sole proprietor. • LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Form W-9 (Rev. 3-2024)Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . .THEN the payment is exempt for . . . • Interest and dividend payments All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions and patronage dividends Exempt payees 1 through 4. • Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5.2 • Payments made in settlement of payment card or third-party network transactions Exempt payees 1 through 4. 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 3-2024)Page 5 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account:Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI)Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee1 b. So-called trust account that is not a legal or valid trust under state law The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** The grantor* For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax-exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))** The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) * Note: The grantor must also provide a Form W-9 to the trustee of the trust. ** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Form W-9 (Rev. 3-2024)Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information. ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater APPENDIX A Official Statement of the $1,000,000,000 State of Florida State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) NEW ISSUE- BOOK ENTRY ONLY RATINGS: Moody’s: “Aa3” (stable) S & P: “AA” (stable) Fitch: “AA” (stable) Kroll: “AA” (stable) See “RATINGS” herein In the opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, interest on the 2024A Bonds is not excluded from gross income of the holders thereof for federal income tax purposes. See “TAX MATTERS” herein. $1,000,000,000 STATE OF FLORIDA State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) Dated: Date of Delivery Due: July 1, as shown on the inside cover The State Board of Administration Finance Corporation (the “Corporation”) is issuing its Revenue Bonds, Series 2024A (Taxable) (the “2024A Bonds”) pursuant to Section 215.555, Florida Statutes, as amended, and other applicable provisions of law, including administrative rules relating to the Florida Hurricane Catastrophe Fund (the “FHCF”), and certain resolutions of the Corporation and the State Board of Administration of Florida (the “SBA”) as the administrator of the FHCF, adopted on October 25, 2023. The 2024A Bonds shall not constitute a debt of the State of Florida (the “State”). The 2024A Bonds will be issued pursuant to a Master Trust Indenture, as amended and supplemented from time to time and in particular as supplemented by a Ninth Supplemental Indenture, to be dated as of May 1, 2024 (collectively, the “Master Indenture”), each with Regions Bank, Jacksonville,Florida (successor to Wells Fargo Bank,N.A.),as Master Trustee (the “Master Trustee”).All capitalized,unde ned terms used in this Of cial Statement have the meanings given to them herein and in “APPENDIX C-1,DEFINITIONS.” The 2024A Bonds are being issued to provide funds to (i) enable the FHCF to make reimbursement payments to Participating Insurers for reimbursable Losses caused by any Future Covered Events, subject to the limitations on such reimbursements set forth in the Act, and (ii) pay certain expenses incurred in connection with the issuance of the 2024A Bonds. See “PLAN OF FINANCE” herein. The 2024A Bonds will be issued on a parity basis with the Corporation’s Revenue Bonds, Series 2020A, outstanding in the principal amount of $3,500,000,000 (the “2020A Bonds”) and any future Parity Obligations. The 2024A Bonds and the 2020A Bonds are secured by a rst lien pledge of the Pledged Collateral,which is described below,including,with respect to the 2024A Bonds only, the proceeds of the 2024A Bonds prior to expenditure thereof. The 2020A Bonds and the 2024A Bonds are not secured by the Parity Common Reserve Account or any Special Reserve Account. See “INTRODUCTION” herein. The Corporation is an instrumentality of the State and its obligations are exclusively secured by the Pledged Collateral, which consists primarily of: (i) Reimbursement Premiums and investment earnings thereon (after provision for Current Expenses of the FHCF and the Corporation), (ii) investment earnings on proceeds of Parity Obligations, including the 2024A Bonds, and (iii) any Emergency Assessments and investment earnings thereon. The 2024A Bonds are additionally secured by the proceeds thereof pending their disbursement for Losses from Future Covered Events, as further described herein. The 2024A Bonds shall not constitute a debt of the State, and holders of the 2024A Bonds shall have recourse only against the Pledged Collateral. The Corporation has no general taxing power nor does it have the power to pledge the credit, the revenues or the taxing power of the State. Neither the credit, the revenues nor the taxing power of the State shall be deemed to be pledged to the payment of the 2024A Bonds. The 2024A Bonds are subject to redemption as described herein. Interest on the 2024A Bonds will be payable semiannually on January 1 and July 1 of each year, commencing January 1, 2025, at the rates set forth on the inside cover. The 2024A Bonds will mature on July 1 in the years and principal amounts set forth on the inside cover hereof. Individual purchases of 2024A Bonds will be made in denominations of $1,000 or any integral multiple thereof. The Master Trustee will also serve as Bond Registrar with respect to the 2024A Bonds. So long as Cede & Co. is the registered owner of the 2024A Bonds, principal of and interest on the 2024A Bonds will be payable by the Master Trustee to The Depository Trust Company (“DTC”), which will in turn remit such payments to its participants for subsequent disbursement to Bene cial Owners of the 2024A Bonds,as more fully described herein.See “DESCRIPTION OF THE 2024A BONDS –Book-Entry- Only System” herein. THIS COVER PAGE AND THE INSIDE COVER PAGE HERETO CONTAIN CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT INTENDED TO BE A SUMMARY OF ALL FACTORS RELATING TO AN INVESTMENT IN THE 2024A Bonds. INVESTORS ARE ADVISED TO READ THIS OFFICIAL STATEMENT IN ITS ENTIRETY BEFORE MAKING AN INVESTMENT DECISION. The 2024A Bonds are offered when, as and if issued by the Corporation and accepted by the Underwriters, subject to prior sale or withdrawal or modi cation of the offer without notice,and subject to receipt of an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the Corporation by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Special Counsel to the Corporation. Certain legal matters will be passed upon for the FHCF by its internal counsel. Bryant Miller Olive P.A., Tampa, Florida, is serving as Disclosure Counsel. The Underwriters are represented by Greenberg Traurig, P.A., Miami, Florida. Raymond James & Associates, Inc. is serving as Financial Advisor to the Corporation and the FHCF. The 2024A Bonds are expected to be available for delivery through the facilities of DTC in New York, New York, on or about May 1, 2024. Morgan Stanley BofA Securities J.P. Morgan Wells Fargo Securities Dated: April 18, 2024 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS $1,000,000,000 Serial 2024A Bonds Maturity (July 1) Principal Amount Interest Rate Yield Initial CUSIP No.* 2034 $1,000,000,000 5.526%5.526%341271AH7 * CUSIP® is a registered trademark of the American Bankers Association. The CUSIP data herein is provided by Standard & Poor’s, CUSIP Service Bureau, a division of the McGraw‐Hill Companies, Inc. The CUSIP number is not intended to create a database and does not serve in any way as a substitute for CUSIP Service. The CUSIP number has been assigned by an independent company not affiliated with the Corporation and is provided solely for convenience and reference. The CUSIP number for the 2024A Bonds is subject to change after the issuance of the 2024A Bonds. None of the Corporation, the Financial Advisor, the Underwriters, the Master Trustee or their agents takes any responsibility for the accuracy of such CUSIP number. ADDITIONAL INFORMATION The 2024A Bonds are exempt from registration under the Securities Act of 1933, as amended. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Corporation, the SBA, the FHCF or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2024A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been furnished by the Corporation, the SBA, the FHCF and other sources which are deemed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Corporation, the SBA or the FHCF since the date hereof. Neither the Securities and Exchange Commission nor any state securities commission or other governmental authority has approved or disapproved of these securities or determined that this Official Statement is truthful or complete. Any representation to the contrary is a criminal offense. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are generally identifiable by the terminology used such as "plan", "project", "expect", "anticipate", "intend", "believe", "estimate", "budget" or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any results, performances or achievements expressed or implied by such forward-looking statements. Except as specifically set forth herein, neither the Corporation, the SBA, nor the FHCF plans to issue any updates or revisions to those forward-looking statements due to changes in its expectations or subsequent events, conditions or circumstances on which such statements are based. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in the Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Regions Bank, as Master Trustee, has not provided, reviewed or approved any information in this Official Statement. Regions Bank makes no representation as to the contents, accuracy, fairness or completeness of this Official Statement. Regions Bank has not evaluated the risks or propriety of any investment in the 2024A Bonds; and Regions Bank makes no representation as to the suitability or investment quality of the 2024A Bonds for any investor, the technical or financial feasibility or performance of the Corporation’s business, or compliance with any securities, tax or other laws or regulations, about all of which Regions Bank expresses no opinion and expressly disclaims the expertise to evaluate. INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES REFERENCES IN THIS SECTION TO THE "CORPORATION" MEAN THE STATE BOARD OF ADMINISTRATION FINANCE CORPORATION AND REFERENCES TO "2024A BONDS" OR "SECURITIES" MEAN THE STATE BOARD OF ADMINISTRATION FINANCE CORPORATION REVENUE BONDS, SERIES 2024A (TAXABLE) (THE "2024A BONDS"). THE INFORMATION UNDER THIS CAPTION HAS BEEN FURNISHED BY THE UNDERWRITERS, AND THE CORPORATION MAKES NO REPRESENTATION AS TO THE ACCURACY, COMPLETENESS OR ADEQUACY OF THE INFORMATION UNDER THIS CAPTION. COMPLIANCE WITH ANY RULES OR RESTRICTIONS OF ANY JURISDICTION RELATING TO THE OFFERING, SOLICITATION AND/OR SALE OF THE 2024A BONDS IS THE RESPONSIBILITY OF THE UNDERWRITERS, AND THE CORPORATION SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH. NO ACTION HAS BEEN TAKEN BY THE CORPORATION THAT WOULD PERMIT THE OFFERING OR SALE OF THE 2024A BONDS, OR POSSESSION OR DISTRIBUTION OF THIS OFFICIAL STATEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE 2024A BONDS, OR ANY INFORMATION RELATING TO THE PRICING OF THE 2024A BONDS, IN ANY NON-U.S. JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. MINIMUM UNIT SALES THE 2024A BONDS WILL TRADE AND SETTLE ON A UNIT BASIS (ONE UNIT EQUALING ONE 2024A BOND OF $1,000 PRINCIPAL AMOUNT). FOR ANY SALES MADE OUTSIDE THE UNITED STATES, THE MINIMUM PURCHASE AND TRADING AMOUNT IS 150 UNITS (BEING 150 2024A BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF $150,000). NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA (“EEA”) THE 2024A BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EEA RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, AN “EEA RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE “INSURANCE DISTRIBUTION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129 (AS AMENDED, THE “EU PROSPECTUS REGULATION”). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO. 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE 2024A BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY EEA RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE 2024A BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY EEA RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. EACH SUBSCRIBER FOR OR PURCHASER OF THE 2024A BONDS LOCATED WITHIN THE EEA WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A “QUALIFIED INVESTOR” AS DEFINED IN THE EU PROSPECTUS REGULATION. THE CORPORATION AND EACH UNDERWRITER AND OTHERS WILL RELY ON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATION, ACKNOWLEDGEMENT AND AGREEMENT. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM (“UK”) THE 2024A BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES A “UK RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”); OR (II) A CUSTOMER WITHIN THE MEANING OF PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA; OR (III) NOT A “QUALIFIED INVESTOR” AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (AS AMENDED, THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE 2024A BONDS OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE 2024A BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION. EACH SUBSCRIBER FOR OR PURCHASER OF THE 2024A BONDS LOCATED WITHIN THE UK WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A “QUALIFIED INVESTOR” AS DEFINED IN THE UK PROSPECTUS REGULATION. THE CORPORATION AND EACH UNDERWRITER AND OTHERS WILL RELY ON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATION, ACKNOWLEDGEMENT AND AGREEMENT. UK RESTRICTIONS ON SALES - THE 2024A BONDS MUST NOT BE OFFERED OR SOLD AND THIS OFFICIAL STATEMENT AND ANY OTHER DOCUMENT IN CONNECTION WITH THE OFFERING AND ISSUANCE OF THE 2024A BONDS MUST NOT BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UK EXCEPT TO PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (AS AMENDED, THE “ORDER”) OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER OR WHO OTHERWISE FALL WITHIN AN EXEMPTION SET FORTH IN SUCH ORDER SUCH THAT SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, “FSMA”) DOES NOT APPLY TO THE CORPORATION OR ARE PERSONS TO WHOM THIS OFFICIAL STATEMENT OR ANY OTHER SUCH DOCUMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFICIAL STATEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS OFFICIAL STATEMENT NOR THE 2024A BONDS ARE OR WILL BE AVAILABLE TO PERSONS WHO ARE NOT RELEVANT PERSONS AND THIS OFFICIAL STATEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. THE COMMUNICATION OF THIS OFFICIAL STATEMENT TO ANY PERSON IN THE UK WHO IS NOT A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA. ADDITIONAL NOTICE TO PROSPECTIVE INVESTORS IN THE UK THIS OFFICIAL STATEMENT DOES NOT COMPRISE A PROSPECTUS WITH REGARD TO THE CORPORATION OR THE 2024A BONDS FOR THE PURPOSES OF THE EU PROSPECTUS REGULATION IN RESPECT OF THE EAA OR UNDER THE UK PROSPECTUS REGULATION IN RESPECT OF THE UK. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER IN THE EEA OR THE UNITED KINGDOM OF THE 2024A BONDS SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE CORPORATION OR ANY OF THE UNDERWRITERS TO PROVIDE A PROSPECTUS FOR SUCH OFFER. NEITHER THE CORPORATION NOR THE UNDERWRITERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF 2024A BONDS THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE BY THE UNDERWRITERS, WHICH CONSTITUTE THE FINAL PLACEMENT OF THE 2024A BONDS CONTEMPLATED IN THIS OFFICIAL STATEMENT. NOTICE TO INVESTORS IN SWITZERLAND THE 2024A BONDS MAY NOT BE PUBLICLY OFFERED IN SWITZERLAND AND WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE (“SIX”) OR ON ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A KEY INFORMATION DOCUMENT WITHIN THE MEANING OF THE SWISS FEDERAL ACT ON FINANCIAL SERVICES (“FINSA”) OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE SIX LISTING RULES OR THE LISTING RULES OF ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. NEITHER THIS OFFICIAL STATEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE 2024A BONDS OR THE OFFERING MAY BE PUBLICLY OFFERED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. ACCORDINGLY, THIS OFFICIAL STATEMENT MAY BE COMMUNICATED IN OR FROM SWITZERLAND TO A LIMITED NUMBER OF SELECTED INVESTORS ONLY. NONE OF THIS OFFICIAL STATEMENT OR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE OFFERING, THE CORPORATION OR THE 2024A BONDS HAVE BEEN OR WILL BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY. IN PARTICULAR, THIS OFFICIAL STATEMENT WILL NOT BE FILED WITH, AND THE 2024A BONDS WILL NOT BE SUPERVISED BY, THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (“FINMA”). THE 2024A BONDS DO NOT CONSTITUTE COLLECTIVE INVESTMENTS SCHEMES WITHIN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA"). ACCORDINGLY, INVESTORS ARE EXPOSED TO THE DEFAULT RISK OF THE CORPORATION AND DO NOT HAVE THE BENEFIT OF THE SPECIFIC INVESTOR PROTECTION PROVIDED UNDER THE CISA. NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG THE CONTENTS OF THIS OFFICIAL STATEMENT HAVE NOT BEEN APPROVED BY THE SECURITIES AND FUTURES COMMISSION IN HONG KONG PURSUANT TO THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (“SFO”) OR ANY REGULATORY AUTHORITY IN HONG KONG. ACCORDINGLY, YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER OF THE 2024A BONDS. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFERING CONTEMPLATED IN THIS OFFICIAL STATEMENT. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS OFFICIAL STATEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. THE 2024A BONDS MAY NOT BE OFFERED OR SOLD, AND THE OFFERING CONTEMPLATED IN THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN HONG KONG BY MEANS OF ANY DOCUMENT OTHER THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) (“C(WUMP)O”) OR WHICH DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC WITHIN THE MEANING OF THE SFO, OR (II) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE C(WUMP)O. NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE 2024A BONDS MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO 2024A BONDS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF (A) ONLY TO PERSONS OUTSIDE HONG KONG OR (B) ONLY TO “PROFESSIONAL INVESTORS” IN HONG KONG AS DEFINED IN THE SFO AND ANY RULES MADE THEREUNDER. NOTICE TO PROSPECTIVE INVESTORS IN JAPAN THE PRIMARY OFFERING OF THE 2024A BONDS AND THE SOLICITATION OF AN OFFER FOR ACQUISITION THEREOF IN JAPAN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER PARAGRAPH 1, ARTICLE 4 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT OF JAPAN (NO. 25 OF 1948, AS AMENDED, THE “FIEA”). AS IT IS A PRIMARY OFFERING, IN JAPAN, THE 2024A BONDS MAY ONLY BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY TO, OR FOR THE BENEFIT OF CERTAIN QUALIFIED INSTITUTIONAL INVESTORS AS DEFINED IN THE FIEA (“QIIS”). A QII WHO PURCHASED OR OTHERWISE OBTAINED THE 2024A BONDS CANNOT RESELL OR OTHERWISE TRANSFER THE 2024A BONDS IN JAPAN TO ANY PERSON EXCEPT ANOTHER QII. OTHER THAN THE PRIMARY OFFERING OF THE 2024A BONDS AND THE SOLICITATION OF AN OFFER FOR ACQUISITION THEREOF ABOVE OR PURSUANT TO OTHER EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEA AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN, NEITHER THE 2024A BONDS NOR ANY INTEREST THEREIN MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN, OR TO, OR FOR THE BENEFIT OF, ANY “RESIDENT” OF JAPAN (AS DEFINED UNDER ITEM 5, PARAGRAPH 1, ARTICLE 6 OF THE FOREIGN EXCHANGE AND FOREIGN TRADE ACT (ACT NO. 228 OF 1949, AS AMENDED)) OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN. NOTICE TO PROSPECTIVE INVESTORS IN TAIWAN (THE REPUBLIC OF CHINA) THE OFFER OF THE 2024A BONDS HAS NOT BEEN AND WILL NOT BE REGISTERED OR FILED WITH OR APPROVED BY THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN (THE "FSC") PURSUANT TO APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE REPUBLIC OF CHINA (“TAIWAN) AND THE 2024A BONDS, INCLUDING ANY COPY OF THIS OFFICIAL STATEMENT OR ANY OTHER DOCUMENTS RELATING TO THE 2024A BONDS, MAY NOT BE OFFERED, SOLD, DELIVERED OR DISTRIBUTED WITHIN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE ACT OF TAIWAN THAT REQUIRES THE REGISTRATION WITH OR APPROVAL OF THE FSC. NO PERSON OR ENTITY IN TAIWAN HAS BEEN AUTHORIZED TO OFFER, SELL, DISTRIBUTE, GIVE ADVICE REGARDING OR OTHERWISE INTERMEDIATE THE OFFERING, SALE OR DISTRIBUTION OF THE 2024A BONDS UNLESS THE 2024A BONDS OFFERED OR SOLD TO INVESTORS IN TAIWAN ARE OTHERWISE THROUGH TAIWAN LICENSED FINANCIAL INSTITUTIONS TO THE EXTENT PERMITTED UNDER RELEVANT TAIWAN LAWS OR REGULATIONS. TAIWAN INVESTORS WHO SUBSCRIBE AND PURCHASE THE 2024A BONDS SHALL COMPLY WITH ALL RELEVANT SECURITIES, TAX AND FOREIGN EXCHANGE LAWS AND REGULATIONS IN EFFECT IN TAIWAN. NOTICE TO INVESTORS IN CANADA THE 2024A BONDS MAY BE SOLD IN CANADA ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE 2024A BONDS MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS. SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS OFFICIAL STATEMENT (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR. PURSUANT TO SECTION 3A.3 (OR, IN THE CASE OF SECURITIES ISSUED OR GUARANTEED BY THE GOVERNMENT OF A NON-CANADIAN JURISDICTION, SECTION 3A.4) OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (NI 33-105), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITERS’ CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING. STATE BOARD OF ADMINISTRATION FINANCE CORPORATION BOARD OF DIRECTORS OF THE CORPORATION Governor of the State of Florida, Ron DeSantis, Chairman Chief Financial Officer of the State of Florida, Jimmy Patronis Attorney General of the State of Florida, Ashley Moody Director of the Division of Bond Finance, J. Ben Watkins, III Chief Operating Officer of FHCF, Gina Wilson, CPM, ARe, CPCU FLORIDA HURRICANE CATASTROPHE FUND Gina Wilson, CPM, ARe, CPCU Chief Operating Officer Toma Wilkerson Director of Operations Mary Linzee Branham, J.D. Director of Legal & Risk Operations BOND COUNSEL AND SPECIAL COUNSEL TO THE CORPORATION Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa, Florida FINANCIAL ADVISOR Raymond James & Associates, Inc. St. Petersburg, Florida i TABLE OF CONTENTS Page INTRODUCTION ....................................................................................................................................................... 1 AUTHORITY FOR THE ISSUANCE OF THE 2024A BONDS ............................................................................. 4 General Legal Authority ..................................................................................................................................... 4 The State Board of Administration Finance Corporation .............................................................................. 4 The State Board of Administration of the State of Florida ............................................................................. 6 The Florida Hurricane Catastrophe Fund ........................................................................................................ 7 PLAN OF FINANCE .................................................................................................................................................. 8 The 2024A Bonds and Other Liquidity ............................................................................................................. 8 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................ 10 DESCRIPTION OF THE 2024A BONDS................................................................................................................ 11 General ................................................................................................................................................................ 11 Book-Entry-Only System .................................................................................................................................. 11 Optional Redemption without Premium ....................................................................................................... 11 Optional Redemption with Make-Whole Premium ..................................................................................... 11 Notice of Optional Redemption ...................................................................................................................... 12 PLEDGE AND SECURITY FOR THE 2024A BONDS ......................................................................................... 13 General ................................................................................................................................................................ 13 Withdrawal of 2024A Bond Proceeds ............................................................................................................. 13 Pledge Agreement ............................................................................................................................................. 14 Flow of Funds .................................................................................................................................................... 16 Corpus and Corpus Earnings Not Pledged ................................................................................................... 18 No Bankruptcy ................................................................................................................................................... 18 Non-Impairment ................................................................................................................................................ 18 Additional Parity Obligations and Subordinated Indebtedness ................................................................. 18 Debt Service Coverage Requirement .............................................................................................................. 19 Events of Default and Remedies ...................................................................................................................... 19 DEBT SERVICE COVERAGE .................................................................................................................................. 21 OPERATION OF THE FHCF .................................................................................................................................. 24 General ................................................................................................................................................................ 24 Administration of the FHCF ............................................................................................................................ 25 Limited Liability of the FHCF and Bonding Capacity Estimates and Assumptions ............................... 26 FHCF Financial Position – Basic Mechanics .................................................................................................. 29 Historical Summary of Revenues, Expenses and Changes in Net Position .............................................. 31 Financial Impacts of Recent Hurricanes on the FHCF ................................................................................. 32 Reimbursement Premiums ............................................................................................................................... 34 Assessments ....................................................................................................................................................... 37 Collection of Assessments and Reimbursement Premiums from Companies in Receivership .................................................................................................................................................. 44 INVESTMENT POLICY OF THE FHCF ................................................................................................................ 45 OVERVIEW OF FLORIDA PROPERTY AND CASUALTY INSURANCE MARKET .................................... 48 General ................................................................................................................................................................ 48 Regulation ........................................................................................................................................................... 49 ii Recent Legislative Actions ............................................................................................................................... 50 FUTURE LEGISLATIVE AND REGULATORY CHANGES .............................................................................. 51 LITIGATION ............................................................................................................................................................. 52 General ................................................................................................................................................................ 52 Previous Litigation ............................................................................................................................................ 52 Validation Proceedings Pursuant to Florida Statutes ................................................................................... 52 ENFORCEABILITY OF REMEDIES ....................................................................................................................... 53 TAX MATTERS ......................................................................................................................................................... 53 General ................................................................................................................................................................ 53 Certain U.S. Federal Income Tax Consequences to U.S. Holders ............................................................... 55 Information Reporting and Backup Withholding ......................................................................................... 55 Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders ...................................................... 55 LEGALITY FOR INVESTMENTS ........................................................................................................................... 56 APPROVAL OF LEGALITY .................................................................................................................................... 56 RATINGS ................................................................................................................................................................... 56 AUDITED FINANCIAL STATEMENTS ............................................................................................................... 57 FINANCIAL ADVISOR ........................................................................................................................................... 57 UNDERWRITING .................................................................................................................................................... 57 CONTINUING DISCLOSURE ................................................................................................................................ 59 INFORMATION TECHNOLOGY SECURITY ..................................................................................................... 59 ENVIRONMENTAL RISK MITIGATION AND RESILIENCY .......................................................................... 59 SECONDARY MARKET .......................................................................................................................................... 61 MISCELLANEOUS ................................................................................................................................................... 61 APPENDIX A STATE OF FLORIDA – GENERAL INFORMATION APPENDIX B FINANCIAL STATEMENTS OF THE FLORIDA HURRICANE CATASTROPHE FUND FOR FISCAL YEARS ENDED JUNE 30, 2023 AND JUNE 30, 2022 APPENDIX C-1 DEFINITIONS APPENDIX C-2 MASTER TRUST INDENTURE; SEVENTH SUPPLEMENTAL INDENTURE APPENDIX C-3 FORM OF NINTH SUPPLEMENTAL INDENTURE APPENDIX C-4 PLEDGE AND SECURITY AGREEMENT APPENDIX D PROVISIONS FOR BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES APPENDIX E FORM OF APPROVING OPINION APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT 1 OFFICIAL STATEMENT Relating to $1,000,000,000 State of Florida State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) INTRODUCTION The purpose of this Official Statement, including the cover page, the inside cover page and the Appendices, is to set forth certain information in connection with the offering of the State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) (the "2024A Bonds") being issued by the State Board of Administration Finance Corporation (the "Corporation"). All capitalized, undefined terms used in this Official Statement have the meanings given to them herein and in "APPENDIX C-1, DEFINITIONS." The 2024A Bonds are being issued by the Corporation pursuant to Section 215.555, Florida Statutes, as amended (the "Act"), and other applicable provisions of law, including administrative rules of the Florida Hurricane Catastrophe Fund (the "FHCF"), and certain resolutions of the Corporation and the State Board of Administration of Florida (the "SBA") as the administrator of the FHCF adopted on October 25, 2023. The Corporation has no business activities other than serving as a conduit issuer for the FHCF and facilitating the issuance of revenue bonds and other forms of indebtedness for the FHCF. See "AUTHORITY FOR THE ISSUANCE OF 2024A BONDS" herein. The proceeds of the 2024A Bonds, together with other available funds, will be used to (i) provide funds to enable the FHCF to make reimbursement payments to Participating Insurers for reimbursable Losses caused by any Future Covered Events, subject to the limitations on such reimbursements set forth in the Act, and (ii) pay certain expenses incurred in connection with the issuance of the 2024A Bonds. Future Covered Events means any one storm to be declared a hurricane by the National Hurricane Center, which storm causes insured losses in the State, provided such hurricane occurs in the Contract Year beginning June 1, 2024 and ending May 31, 2025 and any Future Contract Years. The proceeds from the sale of the 2024A Bonds will be held and invested by the SBA and will not be commingled with the proceeds of the 2020A Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "INVESTMENT POLICY OF THE FHCF" herein. The 2024A Bonds will be issued by the Corporation pursuant to a Master Trust Indenture dated as of June 1, 2006, as amended by a Seventh Supplemental Indenture, dated as of March 1, 2016 (the "Seventh Supplemental Indenture"), and as supplemented by a Ninth Supplemental Indenture, to be dated as of May 1, 2024 (collectively, the "Master Indenture"), each with Regions Bank, Jacksonville, Florida (successor to Wells Fargo Bank, N.A.), the Master Trustee, Paying Agent, Authenticating Agent and Bond Registrar (the "Master Trustee"). The 2024A Bonds will be issued on a parity basis with the Corporation’s Revenue Bonds, Series 2020A, outstanding in the principal amount of $3,500,000,000 (the "2020A Bonds"), and any future Parity Obligations. The 2020A Bonds were issued as Pre-Event Parity Obligations. The 2024A Bonds will be secured by Pledged Collateral consisting primarily of: (i) Reimbursement Premiums and investment earnings thereon (after provision for Current Expenses of the FHCF and the 2 Corporation), (ii) investment earnings on proceeds of Parity Obligations, including the 2024A Bonds, and (iii) any Emergency Assessments (the "Assessments") and investment earnings thereon, all pursuant to the Pledge and Security Agreement, dated as of June 1, 2006, as amended, among the Corporation, the FHCF and the Master Trustee (the "Pledge Agreement"). The 2024A Bonds are additionally secured by the proceeds of the 2024A Bonds prior to being withdrawn to reimburse Participating Insurers for Losses relating to any Future Covered Events. See "PLEDGE AND SECURITY FOR 2024A BONDS" herein for a discussion of the Pledge Agreement and the Pledged Collateral. The 2020A Bonds and the 2024A Bonds are not secured by the Parity Common Reserve Account or any Special Reserve Account. Pledged Collateral also includes net receipts from Derivative Agreements, if any, and other Pledged Money. There are no Derivative Agreements currently outstanding and the Corporation, the FHCF and the SBA do not expect to enter into any Derivative Agreements with respect to the 2024A Bonds or the 2020A Bonds. See "PLEDGE AND SECURITY FOR 2024A BONDS" herein for a discussion of the Pledge Agreement and the Pledged Collateral. The Corporation is an instrumentality of the State of Florida (the "State"), and its obligations are exclusively secured by the Pledged Collateral.The 2024A Bonds shall not constitute a debt of the State, and holders of the 2024A Bonds shall have recourse only against the Pledged Collateral. The Corporation has no general taxing power nor does it have the power to pledge the credit, the revenues or the taxing power of the State. Neither the credit, the revenues nor the taxing power of the State shall be deemed to be pledged to the payment of the 2024A Bonds. Under the Pledge Agreement, the FHCF is required to transfer to the Master Trustee all Reimbursement Premiums, and investment earnings thereon (net of Current Expenses of the FHCF), investment earnings on proceeds of Outstanding Parity Obligations, including the 2024A Bonds, and any Assessments received by the FHCF. From these amounts, the Master Trustee will (i) from Reimbursement Premiums, pay the Current Expenses of the Corporation (which are insignificant) and provide for debt service on the 2020A Bonds and the 2024A Bonds accruing or coming due during the then-current Fiscal Year (to the extent not paid from investment earnings on proceeds of the 2020A Bonds and the 2024A Bonds), and (ii) transfer all Assessments to an account for the benefit of the Outstanding Parity Obligations. Immediately following the date on which amounts sufficient (i) to pay Current Expenses of the Corporation for the current Fiscal Year have been transferred to the Corporation or a Depository on its behalf and (ii)(a) to pay debt service on all Outstanding Parity Obligations payable or accruing during the then current Fiscal Year and (b) taking into account projected receipts of Reimbursement Premiums to be transferred or otherwise available to the Master Trustee in the next succeeding Fiscal Year, to pay interest on all Outstanding Pre-Event Parity Obligations for the next succeeding Fiscal Year, have been transferred to the Master Trustee, any Reimbursement Premiums, and investment earnings thereon, and investment earnings on proceeds of Pre-Event Parity Obligations received by the FHCF from such date until the end of the Fiscal Year are released from the lien of the Pledge Agreement and Master Indenture. Once Reimbursement Premiums, and investment earnings thereon, sufficient to pay such amounts have been transferred or are otherwise available to the Corporation or Master Trustee, as applicable, the requirement to transfer Reimbursement Premiums, and investment earnings thereon, to the Master Trustee ceases for the remainder of the then current Fiscal Year and all Reimbursement Premiums, and investment earnings thereon, in excess of such requirement that are in possession of the Master Trustee will be returned to the FHCF to be used for any purpose permitted under the Act. Reimbursement Premiums, and investment earnings thereon, and investment earnings on Pre-Event Parity Obligations released from the lien of the Master Indenture and Pledge Agreement become part of the Corpus of the FHCF, are no longer pledged to 3 payment of debt service on the 2024A Bonds, the 2020A Bonds or any other Outstanding Parity Obligations, and will be available to pay Losses resulting from Covered Events and any other lawful purpose of the FHCF. See "- Corpus and Corpus Earnings Not Pledged" below. To the extent moneys held by the Master Trustee are ever insufficient to provide for debt service on Outstanding Parity Obligations, the Master Trustee will provide notice to the FHCF, which will transfer the Pledged Collateral to the Master Trustee at such times and in such amounts as necessary to provide for such debt service when due. Unlike Reimbursement Premiums, Assessments remain subject to the lien of the Master Indenture and Pledge Agreement even after debt service for the Fiscal Year on Outstanding Parity Obligations has been deposited with the Master Trustee and the FHCF is required to continue to transfer any Assessments to the Master Trustee. Excess Assessments transferred to the Master Trustee may be released from the lien of the Pledge Agreement and Master Indenture if the SBA certifies to the Master Trustee that there are sufficient funds on deposit with the Master Trustee to provide for the payment of debt service when due on Post-Event Parity Obligations for the current and the next Fiscal Year and that there are no deficiencies in the amount required to be on deposit in the Party Common Reserve, any Special Reserve or any account or subaccount in the Bond Fund established for Pre-Event Parity Obligations. Upon the Master Trustee’s receipt of such certificate, Assessments in excess of amounts needed to pay debt service on Post-Event Parity Obligations will be released from the lien of the Master Indenture and Pledge Agreement and will be returned to the FHCF. Such amounts will then be available for any other lawful purpose of the FHCF. See "PLEDGE AND SECURITY FOR 2024A BONDS – Flow of Funds" herein. As of the date hereof, there are no Post-Event Parity Bonds Outstanding and no Assessments are currently being levied. The proceeds of the 2024A Bonds, together with certain other funds of the Corporation, will be deposited into and held in a separate account pursuant to the Pledge Agreement and invested by the SBA consistent with Section 215.47, Florida Statutes, as amended, as described herein, and withdrawn as needed to pay Participating Insurers for Losses relating to any Future Covered Events. See "INVESTMENT POLICY OF THE FHCF" herein. The investment earnings on the 2024A Bonds will be part of the Pledged Collateral, and such earnings, along with earnings on proceeds of Parity Obligations, will be available and are expected to be used to pay debt service on the 2024A Bonds, the 2020A Bonds and any future Parity Obligations. The Corporation anticipates that if proceeds of the 2024A Bonds are used to reimburse Participating Insurers for Losses from any Future Covered Events, it may refinance a corresponding portion of the 2024A Bonds in the approximate amount withdrawn through the issuance of Post-Event Parity Obligations. The timing of any such financing will depend upon a number of factors, including, but not limited to, when the proceeds are needed and market conditions. Alternatively, the Corporation may choose to pay debt service on the 2024A Bonds from Reimbursement Premiums, Assessments or other Pledged Collateral rather than refinancing such withdrawals with Post-Event Parity Obligations. See "PLAN OF FINANCE" and "PLEDGE AND SECURITY FOR 2024A BONDS – Additional Parity Obligations and Subordinated Indebtedness" herein for a description of the Incurrence Test. The Corporation may issue additional Parity Obligations only upon satisfaction of the Incurrence Test and the other terms and conditions of the Master Indenture. The issuance of the 2024A Bonds will satisfy the Incurrence Test. See "PLEDGE AND SECURITY FOR 2024A BONDS – Additional Parity Obligations and Subordinated Indebtedness" and "APPENDIX C-2, MASTER TRUST INDENTURE – Section 704." The Pledge Agreement and the Master Indenture require the FHCF and the Corporation to take certain action if the Revenue Available for Debt Service during a Fiscal Year is insufficient to cover debt service on Outstanding debt of the Corporation by a certain amount (1.25 times the debt service on Outstanding Parity Obligations and 1.00 times the debt service on both the Outstanding Parity Obligations 4 and any Subordinated Indebtedness). See "PLEDGE AND SECURITY FOR 2024A BONDS – Debt Service Coverage Requirement" herein and "APPENDIX C-2, MASTER TRUST INDENTURE – Section 705." Copies or forms, as applicable, of the Master Trust Indenture and the Seventh Supplemental Indenture, the Ninth Supplemental Indenture and the Pledge Agreement are set forth in Appendices C-2, C-3 and C-4, respectively. All references in this Official Statement to the Master Trust Indenture, the Seventh Supplemental Indenture, the Ninth Supplemental Indenture and the Pledge Agreement are qualified in their entirety by reference to the final executed documents. Copies of the final executed documents will be on file at the corporate office of the Master Trustee in Jacksonville, Florida. AUTHORITY FOR THE ISSUANCE OF THE 2024A BONDS General Legal Authority The 2024A Bonds are being issued by the Corporation pursuant to the Act and other applicable provisions of law, including administrative rules of the FHCF, and resolutions of the Corporation and the SBA, adopted on October 25, 2023, authorizing the issuance and sale of up to, but not exceeding, $3,800,000,000 aggregate principal amount of Bonds to be issued as Pre-Event Parity Obligations, which may be issued in one or more series, the first of which is the 2024A Bonds, and authorizing the execution and delivery of the Ninth Supplemental Indenture and confirming the pledge of revenue to the payment of debt of the Corporation pursuant to the Pledge Agreement. $2,800,000,000 in aggregate principal amount of Bonds to be issued as Pre-Event Parity Obligations remains authorized following the issuance of the 2024A Bonds. The 2024A Bonds are being issued as Pre-Event Parity Obligations to provide a source of funds for the FHCF to reimburse Participating Insurers for Losses relating to any Future Covered Events. Under the Act, a Pre-Event financing may be undertaken in the absence of a hurricane upon a determination that such action would maximize the ability of the FHCF to meet future obligations. The SBA has determined, by a resolution adopted on October 25, 2023, that the issuance of the 2024A Bonds will maximize the ability of the FHCF to meet its future obligations. The State Board of Administration Finance Corporation In 1996, the Corporation was created as a public benefits corporation under the Act and as an instrumentality of the State to provide a mechanism necessary for the cost-effective and efficient issuance of debt. In 2014, the Corporation (formerly known as the Florida Hurricane Catastrophe Fund Finance Corporation) adopted a resolution to amend its Articles of Incorporation and Bylaws to conform to the legislative action that changed its name and other statutory and constitutional changes that have occurred since the Corporation’s creation. Under the Act, the Corporation has the power to issue bonds or notes and engage in such other financial transactions as are necessary to provide sufficient funds to achieve the purposes of the Act. The proceeds of debt issued by the Corporation may be used to reimburse Participating Insurers pursuant to Reimbursement Contracts, as defined below, for Losses from Covered Events; to refinance or replace previously existing borrowings or financial arrangements; to pay interest on such debt; to fund reserves; to provide a source of funds to the FHCF to reimburse Participating Insurers for Losses from subsequent Covered Events; to pay expenses incident to the issuance or sale of such debt; and for such other purposes relating to the financial obligations of the FHCF as the SBA may determine. 5 As described in Section 215.555(4), Florida Statutes, “Reimbursement Contracts” means contracts between the FHCF and each insurer writing covered policies in the State to provide the insurer reimbursement in exchange for reimbursement premium paid to the FHCF, and is a condition of doing business in the State. Under the Act, the Corporation has all of the powers of corporations under Chapter 607, Part I (Florida Business Corporation Act) and Chapter 617 (Florida Not For Profit Corporation Act), Florida Statutes, subject only to limitations of the Act, which include, among other things, a provision prohibiting the Corporation from filing for voluntary federal bankruptcy protection as long as the Corporation has any debt outstanding. The Corporation is governed under the Act by a five-member Board of Directors consisting of the Governor or a designee, the Chief Financial Officer or a designee, the Attorney General or a designee, the Director of the Division of Bond Finance of the State Board of Administration, and the Chief Operating Officer of the FHCF. The members of the Board of Directors of the Corporation and the expiration dates of their respective terms in office are set forth below. Member Term Expires Ron DeSantis, Governor, Chairman January 5, 2027 Jimmy Patronis, Chief Financial Officer January 5, 2027 Ashley Moody, Attorney General January 5, 2027 J. Ben Watkins, III, Director of the Division of Bond Finance Indefinite Gina Wilson, CPM, ARe, CPCU, Chief Operating Officer, FHCF Indefinite The officers of the Corporation, who are all employees of the FHCF or the SBA, and the expiration dates of their respective terms in office are set forth below: Officer Term Expires Gina Wilson, CPM, ARe, CPCU, President Indefinite Joel Meyer, Treasurer Indefinite John Brenneis, Secretary Indefinite The Corporation has no administrative staff and uses the staff of the FHCF and the SBA for administrative matters. The Corporation has no business activities other than serving as a conduit issuer for the FHCF and facilitating the issuance of revenue bonds and other forms of indebtedness of the FHCF. The Corporation is treated as a blended component unit of the FHCF for financial statement presentation purposes and does not issue separate financial statements from the FHCF. See "AUDITED FINANCIAL STATEMENTS" herein. Upon issuance of the 2024A Bonds, the Outstanding Parity Obligations of the Corporation will consist solely of the 2020A Bonds and the 2024A Bonds. Parity Obligations of the Corporation, including the 2024A Bonds and the 2020A Bonds, are not debts of the State, and holders of Parity Obligations shall have recourse only against the Pledged Collateral. The Corporation has no general taxing power, nor does it have the power to pledge the credit, the revenues or the taxing power of the State. Pursuant to the Act, the Corporation and its corporate existence will continue indefinitely until terminated by law; however, no such law shall take effect as long as the Corporation has any debt outstanding unless adequate provision has been made for payment of such debt. 6 The State Board of Administration of Florida The SBA was created by Article IX, Section 16 of the State Constitution of 1885, as amended, and is governed under Article IV, Section 4(e) of the Florida Constitution. The SBA is composed of the Governor, as Chairman, the Chief Financial Officer and the Attorney General. The members of the SBA and the dates of expiration of their respective terms are set forth below: Member Term Expires Ron DeSantis, Governor as Chairman January 5, 2027 Jimmy Patronis, Chief Financial Officer January 5, 2027 Ashley Moody, Attorney General January 5, 2027 As of the date hereof, all three members of the SBA serve on the Board of Directors of the Corporation. Lamar Taylor currently serves as the Interim Executive Director and Chief Investment Officer for the SBA. On March 26, 2024, the SBA approved Chris Spencer as the next Executive Director of the SBA. Lamar Taylor will continue as the permanent Chief Investment Officer. Until such transition takes place, Lamar Taylor will continue to serve in his current role as the Interim Executive Director. The effective date of the transition has not yet been determined. The SBA fulfills a number of mandates set out under the Florida Constitution and State statutes, including the administration of the FHCF. The SBA appoints a nine-member advisory council (the "FHCF Advisory Council") that serves at the pleasure of the SBA to provide the SBA with information and advice in connection with its administration of the FHCF. As described in the Act, the membership of the FHCF Advisory Council consists of an actuary, a meteorologist, an engineer, a representative of insurers, a representative of insurance agents, a representative of reinsurers and three consumers who are required to be representatives of other affected professions and industries. The FHCF Advisory Council generally discusses policy matters but does not have decision-making authority over the FHCF. The SBA makes all final decisions. The SBA is authorized under the Act to: •enter into agreements for the issuance of debt upon the occurrence of Covered Events and a determination that the moneys in the FHCF are or will be insufficient to reimburse Participating Insurers at the coverage levels selected in the Reimbursement Contracts (the legal liability of the FHCF is limited to its Actual Claims-paying Capacity as defined in Section 215.555(2)(m), Florida Statutes); •direct the Florida Office of Insurance Regulation (the "OIR") to levy an annual Assessment of up to 6% of direct written premium for Losses generated during any one Contract Year (as defined herein) and up to 10% of direct written premium in the aggregate to serve as security for debt issued; •enter into agreements for the issuance of debt in the absence of a Covered Event upon a determination that such issuance would maximize the ability of the FHCF to meet future obligations; and 7 •procure reinsurance from reinsurers acceptable to the OIR for the purpose of maximizing the capacity of the FHCF. The Florida Hurricane Catastrophe Fund The FHCF is a tax-exempt trust fund created by the State Legislature during a special session in November 1993 to address the after-effects from Hurricane Andrew on the Florida insurance market. Hurricane Andrew caused insured and uninsured losses in excess of $30 billion in the State in August 1992. As a result of these losses, 11 insurers were rendered insolvent, and numerous insurers announced plans to cancel or discontinue writing policies covering residential property in the State, threatening approximately 900,000 policyholders with loss of property insurance coverage. In recognition of these circumstances and the general trend of contraction in domestic and international reinsurance capacity in existence at that time, the State Legislature passed legislation creating the FHCF in November 1993 for the purpose of reimbursing insurers writing substantially all of the policies covering residential property in the State for a portion of their catastrophic hurricane losses. The FHCF is not a regulated insurance or reinsurance company under State law, does not issue insurance or reinsurance policies and is not required to have the loss reserves which are required of insurers or reinsurers under State law. The FHCF is administered by the SBA and is not an independent department or administrative unit of the State as defined in Section 20.04, Florida Statutes. FHCF plays an essential role in the State’s insurance market by providing a stable and ongoing source of loss reimbursement for residential property insurers. The FHCF functions similar to a private reinsurer, collecting premiums from residential property insurers and reimbursing them for covered residential losses. The Internal Revenue Service has issued a private letter ruling concluding that the FHCF is an integral part of the State and is therefore not subject to federal income taxation. FHCF’s tax-exempt status and operational efficiencies have generally allowed it to provide reimbursement coverage for less than the cost of comparable layers of private reinsurance, generating premium savings for Florida policyholders. Participation in the FHCF is mandatory for substantially all insurers writing residential property insurance policies in the State (with limited exceptions), including Citizens Property Insurance Corporation ("Citizens") and any joint underwriting association or similar entity created pursuant to law (each a "Participating Insurer"), and is a condition of doing residential property insurance business in the State. Insurers with less than $10 million in aggregate exposure under certain residential property insurance policies are not required to participate in the FHCF. Participation in the FHCF is established through annual Reimbursement Contracts with Participating Insurers that obligate the FHCF to reimburse such Participating Insurers for their respective Losses in excess of their share of an industry-wide loss-retention level. In exchange for this benefit, Participating Insurers pay the FHCF actuarially-indicated Reimbursement Premiums. The FHCF's maximum possible liability under Reimbursement Contracts for the current Contract Year ending May 31, 2024, is $17 billion and will remain at $17 billion for Contract Year ending May 31, 2025, but the legal liability of the FHCF is limited to its Actual Claims-paying Capacity as defined in Section 215.555(2)(m), Florida Statutes. FHCF’s $17 billion in maximum statutory coverage, while subject to adjustment based upon the increase in claims-paying capacity of the FHCF (see “OPERATION OF THE FHCF - Limited Liability of the FHCF and Bonding Capacity Estimates and Assumptions” herein), is legislatively determined and has remained constant since the Contract Year ended May 31, 2013. However, no assurance 8 can be given that the amount of coverage or maximum statutory liability of the FHCF will not be changed in the future. The coverage provided by FHCF is designed to supplement the private reinsurance market. The Florida Legislature has not determined that a need exists to revise such maximum statutory coverage, and inflationary pressures in recent years have been mainly born by the private reinsurance market. See "OPERATION OF THE FHCF" herein for a discussion about the operation of the FHCF, Reimbursement Premiums and Assessments. Paragon Strategic Solutions Inc. ("Paragon"), a wholly owned subsidiary of Aon PLC, provides actuarial and other support services to the FHCF, including services used by the FHCF to estimate losses and establish reserves for Covered Events and set the Reimbursement Premiums. See "OPERATION OF THE FHCF – Administration of the FHCF" for a description of such services. PLAN OF FINANCE The Corporation may issue its Parity Obligations as Pre-Event Parity Obligations or Post-Event Parity Obligations pursuant to the Master Trust Indenture and the Act. Generally, Post-Event Parity Obligations are issued when Losses exceed available liquid resources, are issued on a tax-exempt basis, and are paid from Emergency Assessments. Pre-Event Parity Obligations are issued to provide additional liquidity in anticipation of potential need from future hurricanes, are taxable, and, if proceeds are used to pay Losses, may be refinanced with Post-Event Parity Obligations or repaid from Reimbursement Premiums, Assessments or other Pledged Collateral. The proceeds of Pre-Event Parity Obligations are invested until such time as they may be withdrawn to reimburse Participating Insurers for Losses related to any Covered Events that occur after the issuance of such Pre-Event Parity Obligations. Pre-Event Parity Obligations may be issued in the absence of a hurricane upon a determination that such action would maximize the ability of the FHCF to meet future obligations. The Corporation has authorized the issuance and sale of up to, but not exceeding, $3,800,000,000 of aggregate principal amount of Bonds, which may be issued in one or more series, the first of which is the 2024A Bonds to be issued as Pre-Event Parity Obligations. The 2020A Bonds also constitute Pre-Event Parity Obligations. $2,800,000,000 in aggregate principal amount of Bonds to be issued as Pre-Event Parity Obligations remains authorized following the issuance of the 2024A Bonds. Post-Event Parity Obligations may be issued following the occurrence of a Covered Event (i) to reimburse Participating Insurers for Losses pursuant to Reimbursement Contracts when the SBA makes a determination that the Corpus of the FHCF is or will be insufficient to make such payments, or (ii) to refinance Pre-Event Parity Obligations after the occurrence of a Covered Event or Post-Event Parity Obligations. There are currently no Post-Event Parity Bonds Outstanding. The 2024A Bonds and Other Liquidity The 2024A Bonds will be issued to supplement the FHCF's available cash balance, 2020A Bond proceeds, and reinsurance proceeds, if any, to provide an additional source of liquidity for the FHCF to reimburse Participating Insurers for Losses relating to any Future Covered Events. Proceeds of the 2024A Bonds will not be used to pay reimbursements for prior Covered Events, including Hurricanes Michael, Ian, and Idalia. Proceeds of the 2024A Bonds will be invested consistent with Section 215.47, Florida Statutes, as amended, and the FHCF's investment policy and will be withdrawn as needed to reimburse Participating Insurers for Losses incurred from any Future Covered Events. See "INVESTMENT POLICY OF THE FHCF" 9 herein. Proceeds of the 2024A Bonds, the 2020A Bonds and the FHCF available cash balance may be withdrawn in any order of priority to reimburse Participating Insurers in the event of any Future Covered Events, but the FHCF expects to use its available cash balance prior to drawing upon proceeds of Pre-Event Parity Obligations. See "PLEDGE AND SECURITY FOR THE 2024A BONDS – Withdrawal of 2024A Bond Proceeds" herein. If proceeds of the 2024A Bonds are used to reimburse Participating Insurers for Losses from any Future Covered Events, the Corporation may refinance a corresponding portion of the 2024A Bonds in the approximate amount withdrawn through the issuance of Post-Event Parity Obligations. The timing of any such refinancing will depend upon a number of factors, including, but not limited to, when proceeds are needed and market conditions. The issuance of any Post-Event Parity Obligations to redeem the 2024A Bonds will be subject to the Incurrence Test, which requires, among other things, that Assessments be ordered or levied in amounts estimated to be sufficient to pay debt service on such Post-Event Parity Obligations. See "PLEDGE AND SECURITY FOR 2024A BONDS – Additional Parity Obligations and Subordinated Indebtedness" herein. Alternatively, the Corporation may pay debt service on the 2024A Bonds from Reimbursement Premiums, Assessments or other Pledged Collateral rather than refinancing such withdrawals with Post-Event Parity Obligations. The FHCF purchased $1 billion and $0.92 billion of reinsurance in Contract Year ended May 31, 2019, and Contract Year ended May 31, 2020, respectively, but has not purchased any risk transfer products since that time due to various market factors. Over the life of the 2024A Bonds, FHCF may purchase reinsurance or other risk transfer products, the premium or price of which products may be paid from Reimbursement Premiums for that year. When purchased, the premium or cost of reinsurance is factored into the actuarial formula used in determining the FHCF rates charged to Participating Insurers. [Remainder of page intentionally left blank] 10 ESTIMATED SOURCES AND USES OF FUNDS The proceeds of the 2024A Bonds, together with other legally available funds, are expected to be applied as shown below. Sources of Funds: Principal Amount of the 2024A Bonds ......................................... $1,000,000,000.00 Legally Available FHCF Funds(1) .................................................. 3,768,533.43 Total Sources ......................................................................................... $1,003,768,533.43 Uses of Funds: Deposit to 2024A Bonds Proceeds Subaccount(1) ............................... $1,000,000,000.00 Costs of Issuance(2) ........................................................................... 1,372,250.00 Underwriters' Discount .................................................................. 2,396,283.43 Total Uses .............................................................................................. $1,003,768,533.43 (1) The Corporation will provide an amount equal to the costs of issuance and Underwriters’ discount from other legally available funds such that the initial deposit to the 2024A Bonds Proceeds Subaccount will be equal to the principal amount of the 2024A Bonds. Amounts on deposit in such Subaccount secure the 2024A Bonds prior to being withdrawn to reimburse Participating Insurers for Losses relating to any Future Covered Events, as further described herein. (2) Includes legal fees, financial advisor fees, rating agency fees, and other miscellaneous expenses relating to the authorization and issuance of the 2024A Bonds. [Remainder of page intentionally left blank] 11 DESCRIPTION OF THE 2024A BONDS General Interest on the 2024A Bonds will be payable semiannually on January 1 and July 1 of each year, commencing January 1, 2025, at the rates set forth on the inside cover page of this Official Statement. The 2024A Bonds will mature on July 1, 2034 in the principal amount set forth on the inside cover page of this Official Statement. Individual purchases of 2024A Bonds will be made in denominations of $1,000 or any integral multiple thereof. The Master Trustee will also serve as Bond Registrar with respect to the 2024A Bonds. Book-Entry-Only System The Depository Trust Company ("DTC") will act as securities depository for the 2024A Bonds. The 2024A Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's nominee name) or such other name as may be requested by an authorized representative of DTC. One fully- registered certificate will be issued for the maturity of the 2024A Bonds, in the aggregate principal amount of such maturity (provided that if the aggregate principal amount of any single maturity exceeds $500,000,000, separate bond certificates shall be issued for each $500,000,000 and any amount in excess thereof and subject to any DTC restrictions on the maximum principal amount of a bond certificate), and will be deposited with DTC. Beneficial interests in the 2024A Bonds may be held through DTC, Clearstream Banking, S.A. or Euroclear Bank SA/NV as operator of the Euroclear System, directly as a participant or indirectly through organizations that are participants in such system. See "APPENDIX D, PROVISIONS FOR BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES" for a description of DTC, Clearstream Banking, S.A., Euroclear Bank SA/NV as operator of the Euroclear System, and certain of their responsibilities, and the provisions for registration and registration of transfer of the 2024A Bonds if the book-entry-only system of registration is discontinued. Optional Redemption without Premium The 2024A Bonds are subject to optional redemption in whole or in part, on or after January 1, 2034, at a Redemption Price equal to 100% of the principal amount of the 2024A Bonds to be redeemed, plus accrued interest to the redemption date. Optional Redemption with Make-Whole Premium The 2024A Bonds shall be subject to redemption on any date prior to January 1, 2034, by written direction of the Corporation, in whole or in part, on any Business Day, at a Redemption Price equal to the Make-Whole Redemption Price. The "Make-Whole Redemption Price" is the greater of (i) 100% of the principal amount of the 2024A Bonds to be redeemed; or (ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the 2024A Bonds to be redeemed, not including any interest accrued and unpaid as of the date on which the 2024A Bonds are to be redeemed, discounted to the date on which the 2024A Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus fifteen (15) basis points; plus accrued and unpaid interest on the 2024A Bonds to be redeemed to the redemption date. The "Treasury Rate" is, as of any redemption date, (i) the time-weighted interpolated average yield to maturity, assuming a 360-day year consisting of twelve 30-day months, for a term equal to the Make Whole Period of the yields of the two U.S. Treasury nominal securities at "constant maturity" (as compiled and 12 published in the Federal Reserve Statistical Release H.15 that is publicly available not less than two (2) Business Days nor more than 45 calendar days prior to the redemption date (excluding inflation indexed securities) or, if such Statistical Release is no longer published, any publicly available source of similar market data reasonably selected by the Corporation most nearly equal to the period from the redemption date to the maturity date of such 2024A Bonds) maturing immediately preceding and succeeding the Make Whole Period, or (ii) if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded U.S. Treasury Securities adjusted to a constant maturity of one year. The Treasury Rate will be determined by the Corporation, and the Make-Whole Redemption Price shall be calculated by the Corporation and provided in writing to the Master Trustee. Notice of Optional Redemption When redemption of 2024A Bonds is authorized pursuant to the provisions of the Master Indenture, the Master Trustee shall give to the owners of 2024A Bonds to be redeemed notice, at the expense of the Corporation, of the redemption of the 2024A Bonds. Notice of such redemption of the 2024A Bonds shall be given by mail, postage prepaid, not more than thirty (30) days or fewer than fifteen (15) days prior to said date of redemption, to the owners of any 2024A Bonds to be redeemed. Such notice shall state: (i) the CUSIP numbers of all 2024A Bonds being redeemed, (ii) the original issue date of such 2024A Bonds, (iii) the maturity date and rate of interest borne by each 2024A Bond being redeemed, (iv) the redemption date, (v) the date on which such notice is mailed, (vi) if less than all Outstanding 2024A Bonds are to be redeemed, the bond number (and, in the case of a partial redemption of any 2024A Bond, the principal amount) of each 2024A Bond to be redeemed, (vii) that on such redemption date there shall become due and payable upon each 2024A Bond to be redeemed, the Redemption Price or Make-Whole Redemption Price thereof, as applicable, or the Redemption Price or Make-Whole Redemption Price thereof, as applicable, of the specified portions of the principal thereof in the case of 2024A Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, and (viii) that the 2024A Bonds to be redeemed, whether as a whole or in part, are to be surrendered for at the designated corporate trust office of the Master Trustee at an address specified. Any such notice may be a conditional notice. In the event the conditions stated in such a notice have not been satisfied on the proposed redemption date, such redemption shall not occur and such notice shall be of no further force or effect. Such mailing shall not be a condition precedent to such redemption, and failure to mail any such notice, or any defect in such notice as mailed, shall not affect the validity of the proceedings for the redemption of the 2024A Bonds for which proper notice was given. In the case of redemption of the 2024A Bonds, the Corporation will select the 2024A Bonds to be redeemed. If the 2024A Bonds are not registered in book-entry only form, any redemption of less than all of the 2024A Bonds shall be effected by the Bond Registrar among owners on a pro rata basis subject to minimum authorized denominations. The particular 2024A Bonds to be redeemed shall be determined by the Bond Registrar, using such method as it shall deem fair and appropriate. If the 2024A Bonds are registered in book-entry only form and so long as DTC is the sole registered owner of the 2024A Bonds, if less than all of the 2024A Bonds are called for prior redemption, the particular 2024A Bonds or portions thereof to be redeemed shall be selected on a "Pro Rata Pass-Through Distribution of Principal" basis in accordance with DTC procedures, provided that, so long as the 2024A Bonds are held in book-entry form, the selection for redemption of such 2024A Bonds shall be made in accordance with the operational arrangements of DTC then in effect that currently provide for adjustment of the principal by a factor provided by the Bond Registrar pursuant to DTC operational arrangements. If the Bond Registrar does not provide the necessary information and identify the redemption as on a Pro Rata Pass-Through Distribution 13 of Principal basis, the 2024A Bonds will be selected for redemption in accordance with DTC procedures by lot. It is the Corporation's intent that redemption allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the Corporation and the beneficial owners be made on a "Pro Rata Pass-Through Distribution of Principal" basis as described above. However, the Corporation can provide no assurance that DTC, the DTC Participants or any other intermediaries will allocate redemptions among beneficial owners on such basis. If the DTC operational arrangements do not allow for the redemption of the 2024A Bonds on a Pro Rata Pass-Through Distribution of Principal basis as discussed above, then the 2024A Bonds will be selected for redemption in accordance with DTC procedures by lot. PLEDGE AND SECURITY FOR THE 2024A BONDS The 2024A Bonds shall not be deemed to constitute a debt of the State, and holders of the 2024A Bonds shall have recourse only against the Pledged Collateral. The Corporation has no general taxing power nor does it have the power to pledge the credit, the revenues or the taxing power of the State. Neither the credit, the revenues nor the taxing power of the State shall be deemed to be pledged to the payment of the 2024A Bonds. General The 2024A Bonds are being issued on a parity basis with the Corporation's outstanding $3,500,000,000 aggregate principal amount of 2020A Bonds and any future Parity Obligations, and are secured by a first lien pledge of the Pledged Collateral consisting primarily of: (i) Reimbursement Premiums and investment earnings thereon (after provision for Current Expenses of the FHCF and the Corporation), (ii) investment earnings on proceeds of Parity Obligations, including the 2024A Bonds, and (iii) Assessments, if any, and investment earnings thereon. The 2024A Bonds are additionally secured by the proceeds thereof pending their disbursement for Losses from any Future Covered Events, as further described herein. Reimbursement Premiums and Assessments are discussed in detail in "OPERATION OF THE FHCF - Reimbursement Premiums" and "- Assessments" herein. Similarly, information relevant to investment of proceeds of Parity Obligations is discussed under the heading "INVESTMENT POLICY OF THE FHCF" herein. For detailed information about Current Expenses of the FHCF, see the table titled “Reimbursement Premium and Earnings Available for Debt Service” herein. The 2020A Bonds were, and the 2024A Bonds and any future Parity Obligations will be, issued pursuant to the Master Trust Indenture and secured thereby and by the Pledge Agreement. The 2020A Bonds and the 2024A Bonds are not secured by the Parity Common Reserve Account or any Special Reserve Account. Withdrawal of 2024A Bond Proceeds All proceeds derived from the sale of the 2024A Bonds shall be deposited and held in a separate subaccount of the Covered Events Relief Fund (the "2024A Bonds Proceeds Subaccount") pursuant to the Pledge Agreement and will not be commingled with the proceeds of any other Parity Obligations, including the 2020A Bonds, or any other monies except interest earnings thereon. The 2024A Bonds will be secured by the proceeds of the 2024A Bonds prior to withdrawal to pay Losses relating to any Future Covered Events. In the event of any Future Covered Event, proceeds of the 2020A Bonds, the 2024A Bonds, and the FHCF’s available cash balance may be withdrawn in any order of priority and used to pay Losses of Participating Insurers. However, the FHCF expects to use its accumulated cash first, before drawing on Pre-Event Bond proceeds. 14 Amounts in the 2024A Bonds Proceeds Subaccount may also be withdrawn to pay debt service on the 2024A Bonds, provided, however, the Master Trustee shall draw first from the Reimbursement Premiums Account, then from the Pre-Event Bonds Investment Income Account and then from the 2024A Bonds Proceeds Subaccount. See "-Flow of Funds" herein. Prior to making any withdrawals from the 2024A Bonds Proceeds Subaccount relating to a Covered Event, an authorized officer of the SBA must certify to the Master Trustee: (i) the expected aggregate amount and monthly schedule for anticipated withdrawals to be made as a result of the Covered Event; (ii) that an amount equal to the estimated interest on the amount withdrawn to pay debt service on the Pre- Event Parity Obligations (including the 2020A Bonds and 2024A Bonds) when due will be deposited with the Master Trustee for credit to the Interest Account for the 2020A Bonds and the 2024A Bonds; (iii) taking into account the anticipated withdrawals, there will be sufficient revenues available to pay debt service on the 2020A Bonds and the 2024A Bonds when due; and (iv) notice of the anticipated withdrawals has been provided to the SBA along with an estimate of the Assessment percentage, if any, that would be necessary to provide for the estimated debt service in each Fiscal Year on debt in an amount equal to the aggregate withdrawals. Holders of the 2024A Bonds will have no right to compel the withdrawal of the FHCF's available cash balance or proceeds of other Parity Obligations prior to the withdrawal of the proceeds of the 2024A Bonds. The proceeds of the 2024A Bonds are expected to be used to pay Losses of Participating Insurers upon the occurrence of one or more Future Covered Events. However, the FHCF can use its accumulated fund balance or bond proceeds in any order to pay claims, and expects to use its accumulated cash first, prior to drawing down bond proceeds. Pledge Agreement Under the Pledge Agreement, the FHCF has pledged to the Corporation the Pledged Collateral, consisting primarily of the following items: (i) Reimbursement Premiums and investment earnings thereon (after provision for Current Expenses of the FHCF and the Corporation), (ii) investment earnings on proceeds of Parity Obligations, including the 2024A Bonds, and (iii) Assessments, if any, and investment earnings thereon. The 2024A Bonds are additionally secured by the proceeds thereof prior to being withdrawn to reimburse Participating Insurers for Losses relating to any Future Covered Events. See “OPERATION OF THE FHCF – Reimbursement Premiums” and “- Assessments” and “INVESTMENT POLICY OF THE FHCF” herein for more detailed discussions of Reimbursement Premiums, Assessments and investment of proceeds of Parity Obligations. For detailed information about Current Expenses of the FHCF and the Corporation, see the table titled “Reimbursement Premium and Earnings Available for Debt Service” herein. Reimbursement Premiums are collected by the FHCF on each August 1, October 1 and December 1. Although there is currently no Assessment, if one were levied in the future, such Assessment would be received by the FHCF continually throughout the year, with the largest amounts due to the FHCF on or about each May 15, August 15, November 15, and March 1. See “OPERATION OF THE FHCF – Assessments – Collection of Assessments” herein. Reimbursement Premiums, and investment earnings thereon, (after provision for Current Expenses of the FHCF and the Corporation) and Assessments received by the FHCF will be transferred to the Master Trustee no less frequently than monthly. To the extent the foregoing is insufficient to provide for debt service on Outstanding Parity Obligations, the Master Trustee 15 will provide notice to the FHCF, which will be required to transfer other Pledged Collateral at such times and in such amounts as necessary to provide for such debt service. The Pledge Agreement provides that any Reimbursement Premiums and earnings thereon are transferred to the Master Trustee net of the Current Expenses of the FHCF. Current Expenses of the FHCF include all administrative expenses, salaries and other compensation expenses; fees and expenses incurred for professional consultants and fiduciaries; refunds related to overpayments of Reimbursement Premiums or refunds of interest related to loss reimbursements or overpayments of Reimbursement Premiums; and the premiums, fees and costs of procuring reinsurance for the FHCF. Current Expenses of the FHCF also include payments required by the Act to be appropriated for funding for local governments, state agencies, public and private educational institutions and non-profit organizations for hurricane mitigation (“Mitigation Payments”). The Act requires that no less than $10 million and no more than 35% of investment earnings of the Corpus of the FHCF be appropriated annually for such Mitigation Payments. The Act limits the required appropriation of investment earnings of the FHCF to $10 million if the SBA determines that an appropriation in excess of that amount would jeopardize the actuarial soundness of the FHCF. In 1997, the Hurricane Loss Mitigation Program was established within the Division of Emergency Management. In 2022, the Florida Legislature enacted House Bill 837 extending the Hurricane Loss Mitigation Program through June 30, 2032. For the Fiscal Year ending June 30, 2024, the FHCF has appropriated $10 million for Mitigation Payments. Current Expenses of the FHCF, excluding reinsurance premiums, have ranged from $17.7 million to $25.2 million per year since Fiscal Year 2014. These amounts include annual Mitigation Payments ranging from $10 million to $13.5 million. The FHCF purchased $1 billion of reinsurance in the Contract Years ended May 31, 2016 through May 31, 2019, respectively, and $0.92 billion of reinsurance in the Contract Year ended May 31, 2020, but has not purchased any risk transfer products since that time due to various market factors. The expense for these Contract Years has ranged from $59.3 million to $62.7 million and is represented on a Fiscal Year basis in the table below. Reinsurance expenses for premiums ceded to reinsurers are reported as an offset to premium revenue in the financial statements, and, when purchased, these expenses are factored into the actuarial formula used in determining the FHCF rates charged to Participating Insurers. Over the life of the 2024A Bonds, FHCF may purchase reinsurance or other risk transfer products. The premium or price of such products may be paid from Reimbursement Premiums for that year; however, such reinsurance is excluded from Pledged Collateral. The following table details the Reimbursement Premiums included in Revenue Available for Debt Service for the last five Fiscal Years, which consists of Reimbursement Premiums and investment earnings thereon net of the Current Expenses of the FHCF and the Corporation, which includes the costs of reinsurance. As shown in the table below, Current Expenses of the FHCF and the Corporation, excluding reinsurance premiums of $62.5 million and $57.4 million in 2019 and 2020, have ranged from $22.2 million to $25.2 million per year. 16 Reimbursement Premium and Earnings Available for Debt Service (dollars in thousands) Fiscal Years ended June 30 2019 2020 2021 2022 2023 Reimbursement Premiums and Earnings $1,114,726 $1,187,679 $1,205,946 $1,211,663 $1,407,187 Current Expenses of the FHCF and the Corporation: Admin, Professional, Personnel, and Other $(6,223) $(6,126) $(6,731) $(6,247) $(6,791) Investment Custodian and Bank Fees (3,814) (3,439) (3,882) (5,445) (5,390) Mitigation Expenses (13,500) (13,500) (13,500) (13,500) (10,000) Reinsurance Expenses(1)(62,544) (57,435) - - - Total Current Expenses $(86,081) $(80,500) $(24,113) $(25,192) $(22,181) Reimbursement Premium and Earnings Available for Debt Service $1,028,645 $1,107,179 $1,181,833 $1,186,471 $1,385,006 (1)Reinsurance expenses are included as Current Expenses of the FHCF. The costs of procuring reinsurance are factored into the actuarial formula used in determining the Reimbursement Premiums charged to Participating Insurers. Reinsurance expenses for premiums ceded to reinsurers are reported as an offset to premium revenue in the FHCF’s financial statements. Source: FHCF. A copy of the Pledge Agreement is set forth in “APPENDIX C-4, PLEDGE AND SECURITY AGREEMENT.” Flow of Funds The FHCF will transfer Reimbursement Premiums, and investment earnings thereon, to the Master Trustee (after provision of Current Expenses of the FHCF) and Assessments, if any, in such amounts and at such times as provided for in the Master Indenture and Pledge Agreement which requires such transfer no less frequently than monthly until sufficient sums are on deposit therewith. Reimbursement Premiums for each Contract Year are due to the FHCF in three installments paid in August, October and December. All Reimbursement Premiums received by the Master Trustee will be deposited into the Reimbursement Premiums Account within the Revenue Fund. To the extent the Master Trustee receives investment income on the proceeds of Pre-Event Parity Obligations or proceeds of any Derivative Agreements, such amounts will likewise be deposited to corresponding accounts created within the Revenue Fund. The Master Trustee will deposit all Assessments, if any, into the Emergency Assessments Account within the Revenue Fund. See “APPENDIX C-2, MASTER TRUST INDENTURE—Section 502.” The Corporation, the FHCF and the SBA do not expect to enter into any Derivative Agreements with respect to the 2024A Bonds and no Derivative Agreements are currently outstanding. Amounts in the Reimbursement Premiums Account will be used to pay debt service on the 2024A Bonds and any outstanding Parity Obligations after providing for Current Expenses of the Corporation. Expenses of the Corporation are insignificant. The Corporation has no business activities other than serving as a conduit issuer for the FHCF and facilitating the issuance of revenue bonds and other forms of 17 indebtedness of the FHCF. Current Expenses of the Corporation are anticipated to consist primarily of the fees and expenses due to the Master Trustee and the Bond Registrar and fees and expenses of the Corporation’s auditors. The Corporation has no staff and only three officers that serve with no compensation: the President (Chief Operating Officer of the FHCF), the Treasurer (Manager of Financial Operations of the FHCF) and the Secretary (Assistant General Counsel of the SBA). To the extent amounts on deposit in the Reimbursement Premiums Account are insufficient to provide for the debt service on the 2024A Bonds and other Pre-Event Parity Obligations or Current Expenses of the Corporation, the Master Trustee will transfer the necessary amounts from the investment earnings in the Pre-Event Bonds Investment Income Account or proceeds of Pre-Event Bonds prior to making any withdrawal from any other account or subaccount. Once Reimbursement Premiums in an amount sufficient (i) to pay Current Expenses of the Corporation for the current Fiscal Year have been transferred to the Corporation or a Depository on its behalf and (ii)(a) to pay debt service on all Outstanding Parity Obligations payable or accruing during the then current Fiscal Year and (b) taking into account projected receipts of Reimbursement Premiums to be transferred or otherwise available to the Master Trustee in the next succeeding Fiscal Year, to pay interest on all Outstanding Pre-Event Parity Obligations for the next succeeding Fiscal Year, have been transferred to the Master Trustee, any Reimbursement Premiums, and investment earnings thereon, and investment earnings on proceeds of Pre-Event Parity Obligations received by the FHCF from such date until the end of the Fiscal Year are released from the lien of the Pledge Agreement and Master Indenture. Once Reimbursement Premiums, and investment earnings thereon, sufficient to pay such amounts have been transferred or are otherwise available to the Corporation or Master Trustee, as applicable, the requirement to transfer Reimbursement Premiums, and investment earnings thereon, to the Master Trustee ceases for the remainder of the then current Fiscal Year and all Reimbursement Premiums, and investment earnings thereon, in excess of such requirement that are in possession of the Master Trustee will be returned to the FHCF to be used for any purpose permitted under the Act. Reimbursement Premiums, and investment earnings thereon, and investment earnings on Pre-Event Parity Obligations released from the lien of the Master Indenture and Pledge Agreement become part of the Corpus of the FHCF, are no longer pledged to payment of debt service on the 2024A Bonds, the 2020A Bonds or any other Outstanding Parity Obligations, and will be available to pay Losses resulting from Covered Events and any other lawful purpose of the FHCF. See “- Corpus and Corpus Earnings Not Pledged” below. Unlike Reimbursement Premiums, Assessments remain subject to the lien of the Master Indenture and Pledge Agreement even after debt service for the Fiscal Year on Outstanding Parity Obligations has been deposited with the Master Trustee and the FHCF is required to continue to transfer any Assessments to the Master Trustee. Excess Assessments transferred to the Master Trustee may be released from the lien of the Pledge Agreement and Master Indenture if the SBA certifies to the Master Trustee that there are sufficient funds on deposit with the Master Trustee to provide for the payment of debt service when due on Post-Event Parity Obligations for both the current and next Fiscal Year. Upon the Master Trustee’s receipt of such certificate, Assessments in excess of amounts needed to pay debt service on Post-Event Parity Obligations will be released from the lien of the Master Indenture and Pledge Agreement and will be returned to the FHCF. Such amounts will then be available for any other lawful purpose of the FHCF. See “PLEDGE AND SECURITY FOR 2024A BONDS – Flow of Funds” herein. As of the date hereof, there are no Post-Event Parity Bonds Outstanding and no Assessments are currently being levied. 18 Corpus and Corpus Earnings Not Pledged Reimbursement Premiums, and investment earnings thereon, and Assessments released from the lien of the Pledge Agreement and the Master Indenture as described above will become part of the Corpus of the FHCF, which will be used to pay Losses resulting from Covered Events and for other lawful purposes of the FHCF. Neither the Corpus of the FHCF nor the earnings thereon is pledged to payment of debt service on the 2024A Bonds or any other Parity Obligations issued under the Master Indenture so that such amounts are available to pay Losses, unencumbered by the lien of the Master Indenture. No Bankruptcy As long as the Corporation has any debt outstanding, neither the FHCF nor the Corporation shall have the authority to file a voluntary petition under Chapter 9 of the Federal Bankruptcy Code or such corresponding chapter or sections as may be in effect, from time to time, and neither any public officer nor any organization, entity, or other person shall authorize the FHCF or the Corporation to be or become a debtor under Chapter 9 of the Federal Bankruptcy Code or such corresponding chapter or sections as may be in effect, from time to time, during any such period. Non-Impairment The State has covenanted under the Act with the holders of debt issued by the Corporation that the State will not repeal or abrogate the power of the SBA to direct the OIR to levy the Assessments and to collect the proceeds of the revenues pledged to the payment of such debt so long as any such debt remains outstanding, unless adequate provision has been made for the payment of such debt pursuant to the documents authorizing the issuance of such debt. Additional Parity Obligations and Subordinated Indebtedness Parity Obligations. The Corporation may issue additional Parity Obligations if it certifies compliance with the Incurrence Test. The requirements necessary to certify compliance with the Incurrence Test differ depending on whether the Corporation intends to issue Pre-Event Parity Obligations, Post-Event Parity Obligations, or Parity Obligations to refund or reissue any indebtedness of the Corporation. For purposes of the Incurrence Test described below, the Debt Service Requirement does not include principal and interest payable from Qualified Escrow Funds. The Corporation may incur additional Pre-Event Parity Obligations if it first certifies to the Master Trustee that (i) the sum of (A) Reimbursement Premiums and Reimbursement Premium Earnings for 12 consecutive out of the most-recent 18 consecutive months, after certain permitted adjustments, and (B) the Assessment revenues that could be derived from multiplying the maximum Assessment percentage permitted under the Act on the date of such certification by the amount of premium on all Assessable Lines (as defined herein) for the most-recent 12-month period, divided by (ii) the Maximum Debt Service Requirement on all Parity Obligations, including the proposed issuance of Pre-Event Parity Obligations, is at least equal to 1.25. The Corporation may incur Post-Event Parity Obligations if it certifies compliance with the Incurrence Test for issuing Pre-Event Parity Obligations and also establishes that sufficient Assessments are being collected or have been ordered to be collected by the OIR on the date of such certification to be 19 assessed to cover 100% of the Maximum Debt Service Requirement for all Outstanding Post-Event Parity Obligations and the proposed Post-Event Parity Obligations to be issued. The Corporation may issue Parity Obligations to refund or reissue any indebtedness of the Corporation, if (A) after taking into account the Parity Obligations proposed to be incurred and the Parity Obligations to remain Outstanding after the proposed refunding or reissuance, the Maximum Debt Service Requirement will not be increased by more than five percent (5%), or (B) the Corporation certifies compliance with the Incurrence Test for issuing Pre-Event Parity Obligations after taking into account the Parity Obligations proposed to be incurred and the Parity Obligations to remain Outstanding after the proposed refunding or reissuance; provided, however, if Post-Event Parity Obligations are proposed to be issued to refund or reissue any Outstanding indebtedness of the Corporation, the Corporation must also certify the existence of the conditions required to issue Post-Event Parity Obligations. The Corporation is required to provide the Master Trustee with a verification report from a nationally-recognized verification agent supporting any determination made in (A) or (B) above with respect to any defeasance of Parity Obligations. See “APPENDIX C-2, MASTER TRUST INDENTURE – Section 704.” Subordinated Indebtedness. The Master Indenture also permits the Corporation to incur Subordinated Indebtedness which will be subordinate and junior in right of payment to the Parity Obligations issued under the Master Indenture. See “APPENDIX C-2, MASTER TRUST INDENTURE – Section 211.” The Corporation has no outstanding indebtedness which is subordinate and junior to the Parity Obligations. Debt Service Coverage Requirement Not later than ninety (90) days after the end of each Fiscal Year, the Corporation and the FHCF must certify to the Master Trustee that the Revenue Available for Debt Service for the prior Fiscal Year (which includes investment earnings on proceeds of Pre-Event Parity Obligations), was at least equal to the greater of (i) one hundred twenty-five percent (125%) of the principal and interest (net of capitalized interest) that became due in such Fiscal Year on Parity Obligations and (ii) one hundred percent (100%) of the principal and interest (net of capitalized interest) that became due in such Fiscal Year for Parity Obligations and Subordinated Indebtedness. If the Corporation and the FHCF are unable to certify compliance with the foregoing, each of the Corporation and the FHCF has covenanted to take all actions permitted by law or under the Pledge Agreement, including increasing the rate of Assessment to increase collections of Pledged Collateral to satisfy the debt service coverage requirement. See “DEBT SERVICE COVERAGE – Debt Service Coverage Table” herein. See “APPENDIX C-2, MASTER TRUST INDENTURE – Section 705” and “APPENDIX C-4, PLEDGE AND SECURITY AGREEMENT – Section 4C.” Events of Default and Remedies Under the Master Indenture and the Pledge Agreement, each of the following is an event of default (an “Event of Default”) with respect to any Outstanding Parity Obligations: •The Corporation fails to pay the principal, redemption premium (if any) or interest on any of the 2024A Bonds or Parity Obligations when such amounts are due and payable; 20 •The occurrence of any event of default under a Supplemental Indenture or the Master Trustee shall have received notice from any holder of an event of default under any Parity Debt Resolution; •The Corporation fails to comply with any covenant or agreement under the Master Indenture (other than the covenant to pay principal, redemption premium (if any) and interest when due) and such failure is not cured (or if such noncompliance cannot be cured within the following time period, corrective action is not commenced) within thirty (30) days after the Corporation’s receipt of written notice from the Master Trustee describing the Event of Default and requiring the default to be remedied; •The Corporation fails to make any required payment with respect to Subordinated Indebtedness or any other indebtedness (other than Parity Obligations) and any applicable grace period has expired; and •The State (i) amends, alters or limits the State Covenant providing that the State will not limit or alter the denial of authority of the Corporation to file a petition in bankruptcy, or the rights vested in the FHCF or the Corporation to fulfill the terms of any agreements made with the owners, or in any way impair the rights and remedies of such owners so long as any such Parity Obligations of the Corporation remain Outstanding unless adequate provision has been made for the payment of such Parity Obligations, or (ii) enacts a moratorium or other similar law affecting the Bonds. Immediately upon any Event of Default, the Master Trustee may (and upon the written request of a majority in aggregate principal amount of the holders of Outstanding Parity Obligations, will) proceed to protect and enforce its rights and the rights of the holders of the Parity Obligations under the Master Indenture through any means available to it, including: enforcement of the right of the owners and holders to collect and enforce the payment of amounts due or becoming due under the Parity Obligations; suit upon all or any part of the Parity Obligations; civil action to require any Person holding moneys, documents or other property pledged to secure payment of amounts due or to become due on the Parity Obligations to account as if it were the trustee of an express trust for the owners and holders of such Parity Obligations; civil action to enjoin any acts or things, which may be unlawful or in violation of the rights of the Owners and holders; enforcement of any other right of the owners and holders conferred by law or hereby; and enforcement of the provisions of the Pledge Agreement. Regardless of the happening of an Event of Default, the Master Trustee, if requested in writing by the owners or holders of not less than a majority of the aggregate principal amount of the Parity Obligations then Outstanding, shall, subject to the Master Trust Indenture, institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient (i) to prevent any impairment of the security under the Master Indenture by any acts which may be unlawful or in violation of the Master Indenture, or (ii) to preserve or protect the interests of the owners and holders, provided that such request and the action to be taken by the Master Trustee are not in conflict with any applicable law or the provisions of the Master Indenture and, in the sole judgment of the Master Trustee, are not unduly prejudicial to the interest of the owners and holders of Outstanding Parity Obligations. In addition to the above-described remedies available upon any Event of Default, the Master Trustee may (and upon the written request of a majority in aggregate principal amount of the holders of Outstanding Parity Obligations, will) accelerate the payment of principal of Outstanding Parity Obligations 21 not yet due and payable upon the Corporation’s failure to pay the principal, Redemption Price (if any) and interest with respect to Parity Obligations for which such amounts are due and payable, and the continuation of such failure for 180 days thereafter. The Master Trustee shall rescind acceleration upon the Corporation’s curing of a payment default. See “APPENDIX C-2, MASTER TRUST INDENTURE – Sections 802-804.” DEBT SERVICE COVERAGE The following table shows historical debt service coverage on the Corporation’s Revenue Bonds, Series 2010A, issued in the original principal amount of $675,925,000, as Post-Event Parity Obligations with a final maturity of July 1, 2016, and which were legally defeased on July 11, 2014 (the “2010A Bonds”), its Revenue Bonds, Series 2013A, issued in the original principal amount of $2,000,000,000, as Pre-Event Parity Obligations with a final maturity of July 1, 2020 (the “2013A Bonds”), its Revenue Bonds, Series 2016A, issued in the original principal amount of $1,200,000,000, as Pre-Event Parity Obligations with a final maturity of July 1, 2021 (the “2016A Bonds”), and its 2020A Bonds issued in the original principal amount of $3,500,000,000, as Pre-Event Parity Obligations with a final maturity of July 1, 2030. Coverages shown reflect historical collections of Reimbursement Premiums, Assessments, and investment earnings on the proceeds of the 2010A Bonds, 2013A Bonds, 2016A Bonds and the 2020A Bonds. [Remainder of page intentionally left blank] 22 Historical Debt Service Coverage* Pre-Event and Post-Event Parity Obligations (dollars in millions) Fiscal Year Ending June 30 Reimbursement Premiums(1)Assessments(2) Reimbursement Premiums and Assessments Pre-Event Principal Pre-Event Proceeds Used for Pre-Event Debt Service(3) Pre-Event Net Interest(4) Total Pre-Event Net Debt Service Coverage(5) Post-Event Debt Service Total Parity Net Debt Service Total Parity Net Debt Service Coverage 2014 $1,252.1 $498.7 $1,750.8 - - $27.7 45.1x $373.7 $401.5 4.4x 2015 1,251.3 256.9 1,508.2 - - 40.8 30.5x - 40.8 36.9x 2016 1,122.0 - 1,122.0 $500.0 $(500.0) 44.1 25.5x - 44.1 25.5x 2017 1,048.8 - 1,048.8 - - 46.8 22.4x - 46.8 22.4x 2018 1,047.4 - 1,047.4 500.0 (500.0) 34.6 30.3x - 34.6 30.3x 2019 1,028.6 - 1,028.6 550.0 (550.0) -(6)N/A(6)- -(6)N/A(6) 2020 1,107.2 - 1,107.2 1,000.0 (1,000.0) 6.8 163.3x - 6.8 163.3x 2021 1,181.8 - 1,181.8 650.0 (650.0) 60.7 19.5x - 60.7 19.5x 2022 1,186.5 - 1,186.5 - - 59.7 19.9x - 59.7 19.9x 2023 1,385.0 - 1,385.0 - - -(6)N/A(6)- -(6)N/A(6) (1) Reimbursement Premiums are total operating revenues, net of Current Expenses of the FHCF and the Corporation for Fiscal Years 2014-2023. (2) The 2010A Bonds were legally defeased on July 11, 2014. The defeasance of the 2010A Bonds was funded through remaining proceeds of the 2010A Bonds and Assessments collected in prior years and is therefore not reflected in the table. Following the defeasance, the Assessment associated with the 2010A Bonds was eliminated on any policy issued or renewed on or after January 1, 2015. (3) The proceeds of Pre-Event Bonds were used to pay debt service on Pre-Event Bonds at maturity. (4) Fiscal Years 2014-2023 reflect actual interest expenses on Pre-Event Bonds net of actual investment earnings on the proceeds of the Pre-Event Bonds. (5) Total Pre-Event Net Debt Service Coverage is calculated by dividing Reimbursement Premiums by Pre-Event Net Interest and excludes the impacts of Assessments, which were not used to pay debt service on Pre-Event Bonds in Fiscal Years 2014-2023. (6) In Fiscal Years 2019 and 2023, investment earnings on the proceeds of Pre-Event Bonds were greater than interest expenses on Pre-Event Bonds, resulting in $0 of net debt service. Note: Principal and interest payments due on July 1 are included in the preceding Fiscal Year. Principal payments are on July 1. Interest payments are on January 1 and July 1. * Totals may not add due to rounding. Source: FHCF. 23 The projections in the table below are based on estimates, subject to change, using various assumptions concerning interest rates, Reimbursement Premiums and investment earnings. The actual debt service coverage may be different than shown below. Additionally, the debt service coverage table assumes that the proceeds of Pre-Event Bonds are not used to reimburse Losses and are available to pay the principal thereof at maturity. No assurance is given that the proceeds of Pre-Event Bonds will not be withdrawn and used to reimburse Losses. Over the terms of the 2020A Bonds and 2024A Bonds, the Corporation expects the interest expense on those Bonds to exceed the investment earnings on the proceeds of the 2020A Bonds and 2024A Bonds. The interest expense that exceeds the investment earnings on the proceeds thereof is expected to be paid from Reimbursement Premiums. Projected Debt Service Coverage* Pre-Event Parity Obligations (dollars in millions) Fiscal Year Ending June 30 Reimbursement Premiums and Assessments(1)(2) Pre-Event Principal(3) Pre-Event Proceeds Available for Pre-Event Debt Service(4) Total Pre-Event Net Debt Service(5)(6) Total Pre-Event Net Debt Service Coverage 2024 $1,493.2 - - - N/A(6) 2025 1,507.4 $1,250.0 ($1,250.0) $22.9 65.8x 2026 1,607.6 - - 26.1 61.6x 2027 1,697.5 1,000.0 (1,000.0) 26.1 65.0x 2028 1,776.5 - - 31.6 56.3x 2029 1,863.6 - - 31.6 59.1x 2030 1,954.1 1,250.0 (1,250.0) 31.6 61.9x 2031 2,037.8 - - 32.8 62.2x 2032 2,138.5 - - 32.8 65.3x 2033 2,244.3 - - 32.8 68.5x 2034 2,352.9 1,000.0 (1,000.0) 32.8 71.8x (1) Reimbursement Premiums projections have been reduced by projected Current Expenses of the FHCF and the Corporation and assume exposure growth based on the average historical exposure growth from 2014 to 2023. Current Expenses are trended at 5% per year. Includes projected investment earnings estimated at an assumed interest rate of 4.5%, 3.5%, and 2.5% in Fiscal Years 2024, 2025, and 2026 through 2034, respectively. (2) No Assessments are currently being levied or projected to be levied. (3) Principal in Fiscal Years 2025, 2027, and 2030 represent the principal payments for the Outstanding 2020A Bonds. Principal in Fiscal Year 2034 represents the principal payment for the 2024A Bonds. (4) Prior to withdrawal, proceeds of Pre-Event Bonds are available to pay Pre-Event Bonds at maturity. (5) Reflects actual interest expenses on the 2020A Bonds and 2024A Bonds, net of projected investment earnings at an assumed investment rate of 2.25% in each Fiscal Year. (6) In Fiscal Year 2024, projected investment earnings on the proceeds of Pre-Event Bonds are greater than the interest expenses on Pre-Event Bonds, resulting in an estimated $0 of net debt service. Note: Principal and interest payments due on July 1 are included in the preceding Fiscal Year. Principal payments are on July 1 and interest payments are on January 1 and July 1. * Projected. Totals may not add due to rounding. Source: FHCF. Projected Reimbursement Premium information provided by Paragon/FHCF. 24 OPERATION OF THE FHCF General Participation in the FHCF is established through a Reimbursement Contract between the SBA and each Participating Insurer pursuant to which the insurer promises to pay annual, actuarially-indicated Reimbursement Premiums and the SBA promises to reimburse the insurer at one of three specified coverage levels (45 percent, 75 percent or 90 percent) selected by the Participating Insurer for Losses in excess of such insurer’s Retention, plus a 10% loss adjustment expense allowance, which is within each insurer’s limit and does not increase their total available limit with the FHCF. “Retention” means the amount of losses below which an insurer is not entitled to reimbursement from the FHCF, as provided in Section 215.555(2)(e), Florida Statutes. The legal liability of the FHCF is limited to its Actual Claims-paying Capacity as defined in Section 215.555(2)(m), Florida Statutes. The amount of Reimbursement Premiums paid to the FHCF by the Participating Insurers depends upon the coverage level selected. There are currently 141 Participating Insurers for the upcoming Contract Year ending May 31, 2025, and approximately 89%, 0%, and 11% of the Participating Insurers selected a coverage level of 90 percent, 75 percent and 45 percent, respectively. See “OPERATION OF THE FHCF – Reimbursement Premiums – Collections” herein for a more detailed discussion of Participating Insurers’ coverage selections. The portion of a Participating Insurer’s Losses above its Retention that are not reimbursed by the FHCF due to the coverage level selected by such insurer effectively operates as that Participating Insurer’s “co-payment” for such Losses. Provisions in the FHCF’s Reimbursement Contract provide for the commutation (i.e., final settlement) of Losses for Covered Events 60 months after the end of the applicable Contract Year. Participating Insurers must submit a final proof of loss report, which is used to calculate the last reimbursement to the insurer. The FHCF and the insurer agree on a final payment and if agreement cannot be reached, the contract allows for settlement using a panel of three actuaries. Upon execution of a commutation agreement between the FHCF and the insurer and the issuance of the final payment, the FHCF is completely released and discharged of all obligations under the Reimbursement Contract for any additional reimbursements. Reimbursement Contracts are renewed annually on June 1 of each year for the ensuing Contract Year. The Act sets the FHCF aggregate Retention at $4.5 billion, equal to the Retention for the Contract Year ended May 31, 2004, to be adjusted annually to reflect increased exposure to the FHCF since 2004. Such adjustment is based upon the reported exposure for the Contract Year occurring two years before the particular Contract Year to reflect the percentage growth in exposure to the FHCF for covered policies since 2004, divided by the total estimated reimbursement premium for the Contract Year. Currently, taking into account such exposure growth since 2004, the aggregate Retention is $9.465 billion for the Contract Year ending May 31, 2024 and is projected to be $9.9 billion for the Contract Year ending May 31, 2025. The FHCF aggregate Retention is allocated to each Participating Insurer based on such insurer’s pro rata share of Reimbursement Premiums due for a Contract Year. A Participating Insurer’s share of Retention applies in full to each of the two Covered Events causing the largest Losses for such Participating Insurer in a single Contract Year. For each other Covered Event causing Losses in the Contract Year, the insurer’s share of Retention is reduced to one-third of its share of the full Retention. The Legislature can, and has in the past, reset the Retention by statute to a level lower than what it would have been had full exposure growth been taken into account. The last such reset was during the 2005 Legislative Session, when the retention was reset at the level for the Contact Year that ended May 31, 2004, of $4.5 billion instead of increasing to the $4.96 billion level that accounted for exposure growth. 25 Participating Insurers are prohibited from lowering their mandatory coverage percentage selections from one year to the next as long as any Post-Event Revenue Bonds are outstanding. There are no Post-Event Revenue Bonds outstanding at this time. The coverage provided by the FHCF for any single Contract Year is limited to the lesser of the Actual Claims-paying Capacity of the FHCF or the statutory liability limit of $17 billion, which is subject to adjustment based upon the increase in Estimated Claims-paying Capacity of the FHCF. See “Limited Liability of the FHCF and Bonding Capacity Estimates and Assumptions” herein. Administration of the FHCF The SBA has engaged Paragon as a consultant to provide administrative services to the FHCF. Paragon has served in this capacity since the inception of the FHCF and provides day-to-day support for a variety of activities, including: coordinating the annual distribution and collection of the Reimbursement Contracts and insurer reporting requirements; processing reports of insured values; calculating, invoicing and collecting Reimbursement Premiums; and processing loss reimbursement payment requests. Paragon also provides actuarial consulting services to the FHCF which include the development of the annual ratemaking report and the actuarial formula used in determining the Reimbursement Premiums, as well as the FHCF’s loss reserve analysis. Fees paid to Paragon for its services are considered Current Expenses of the FHCF under the Master Indenture and are reflected along with other FHCF expenses in the line item Administrative, Professional, Personnel and Other under “Historical Summary of Revenues, Expenses and Changes in Net Assets” herein. Moneys in the FHCF may be expended, loaned or appropriated for payment of (i) obligations of the FHCF arising out of Reimbursement Contracts; (ii) debt service on any debt permitted under the Act; (iii) costs of mitigation programs under the Act; (iv) costs of procuring reinsurance; and (v) costs related to the administration of the FHCF. In addition, the FHCF has the authority to enter into other capital market transactions, including, but not limited to, catastrophe bonds, futures and options contracts traded on a regulated exchange, industry loss warranties, and side-car arrangements. The FHCF is currently not a party to any reinsurance or other capital markets transactions. Funding for the reimbursable Losses under Reimbursement Contracts comes predominantly from four sources: (i) the Corpus (accumulated fund balance) of the FHCF, (ii) Reimbursement Premiums, (iii) reinsurance contracts, if any, and (iv) the issuance of debt (either Pre-Event or Post-Event Bonds) by the Corporation for the benefit of the FHCF. In addition, Assessments that are not needed to pay debt service on the Parity Obligations may be used to pay reimbursable Losses. Senior staff of the FHCF and officers of the Corporation include the following. Gina Wilson, CPM, ARe, CPCU, is the Chief Operating Officer of the FHCF for the State Board of Administration, and the President of the Corporation. Ms. Wilson serves on the Florida Commission on Hurricane Loss Projection Methodology and has the additional responsibility of overseeing the Insurance Capital Build-up Incentive Program, the Reinsurance to Assist Policyholders Program, and the Florida Optional Reinsurance Assistance Program. She has worked with the FHCF since October 1996, previously serving as the Senior Director of Operations and Examinations. She worked for the Florida Department of Insurance prior to joining the FHCF and has also worked as an auditor in the private industry. Ms. Wilson received her Bachelor of Business Administration from Georgia Southwestern University. She has met the 26 State of Georgia requirements for licensing as a Certified Public Accountant and is member of the American Institute of Certified Public Accountants. Ms. Wilson also has the professional designations of Certified Public Manager (CPM) from Florida State University, Associate in Reinsurance (ARe), and Chartered Property and Casualty Underwriter (CPCU). Toma Wilkerson is the Director of Operations of the FHCF. She is responsible for assisting the Chief Operating Officer in matters related to the management of the financial and administrative operations of the FHCF. Prior to her position as the Director of Operations she was the Director of the Division of Rehabilitation and Liquidation at the Florida Department of Financial Services (the “Department”) where she directed the administration of insurance company insolvencies for seven years. Prior to being appointed as Division Director, she worked for the OIR for 18 years in various financial solvency positions, but most recently as the Director of Life and Health Financial Oversight, where she was responsible for the financial evaluation of life and health insurers in Florida. John Brenneis is Assistant General Counsel of the SBA and the Secretary of the Corporation. As Assistant General Counsel, Mr. Brenneis’ practice areas include private funds, fixed income matters and bond finance. Prior to joining the SBA in 2011, Mr. Brenneis was the General Counsel of the Florida Department of Management Services beginning in 2007. He began his legal career in 1994, practicing law in Tallahassee and Atlanta. Mr. Brenneis received his Juris Doctorate degree and Bachelor of Science degrees in Accounting and Finance from the Florida State University and is a Certified Public Accountant (inactive). Mary Linzee Branham is the Director of Legal and Risk Operations of the FHCF. She is responsible for assisting with and keeping the Chief Operating Officer apprised of all legal, risk management, legislative and rulemaking activities. She came to the FHCF in November 2019, after three and a half years as the Assistant Division Director of the Division of Rehabilitation and Liquidation at the Department, eight years in private law practice and two years as an Assistant Public Defender in the Office of the Public Defender, Thirteenth Judicial Circuit. Ms. Branham earned her Bachelor of Arts degree in History, with a minor in Criminology, from the University of Florida and her Juris Doctorate from Florida State University College of Law. Ms. Branham is a member of the Florida Bar. Joel Meyer is the Manager of Financial Operations of the FHCF and Treasurer of the Corporation. Mr. Meyer joined the FHCF in December 2017 and is responsible for all matters related to the financial operations of the FHCF and the Corporation, as well as the administration of the Insurance Capital Build- up Incentive Program. Prior to joining the FHCF, Mr. Meyer was a Financial Administrator for the OIR’s Division of Property and Casualty Financial Oversight, where his responsibilities included administrative and technical supervision of property and casualty staff in the examination, investigation and analysis of insurance companies’ financial condition and oversight of the annual reinsurance data calls and catastrophe stress test of insurance companies. Mr. Meyer received his Bachelor of Arts degree in Economics from Lenoir-Rhyne University. He has earned the Professional in Insurance Regulation (PIR) designation from the NAIC and two state of Florida insurance licenses, which are currently in an inactive status. Prior to his work at the OIR, Mr. Meyer worked in insurance and banking in the private sector. Limited Liability of the FHCF and Bonding Capacity Estimates and Assumptions Under the Act, the maximum liability of the FHCF to reimburse Participating Insurers for Losses attributable to any single Contract Year is limited to the lesser of (i) the Actual Claims-paying Capacity of the FHCF, and (ii) the statutory liability limit. For the Contract Year ending May 31, 2024 and projected 27 coverage for Contract Year ending May 31, 2025, the FHCF estimates that its maximum statutory liability is $17 billion. Beginning with the Contract Year that ended May 31, 2011, the Act set the base-line statutory liability limit for coverage at $17 billion. Prior to May 31, 2011, the Act had set a base-line statutory liability limit for coverage at $15 billion. The Corporation can provide no assurance that the base-line statutory liability limit for coverage will not be legislatively revised again in the future. The Act further provides that the base-line statutory liability limit for coverage of $17 billion may be increased if the SBA determines that there is sufficient Estimated Claims-paying Capacity to provide coverage at $17 billion of capacity for the then current Contract Year and coverage of an additional $17 billion of capacity for the subsequent Contract Year. If the SBA makes such a determination, the Estimated Claims-paying Capacity for the particular Contract Year shall be determined by adding to the $17 billion limit, one-half of the FHCF’s Estimated Claims-paying Capacity in excess of $34 billion. No such adjustments to the statutory limit has ever been made. The Estimated Claims-paying Capacity is the FHCF’s projected fund balance as of December 31, plus any reinsurance purchased by the FHCF, plus estimated borrowing capacity for each year. Under the Act, the FHCF may issue revenue bonds in any year in which the FHCF is required to reimburse Participating Insurers for Losses in excess of the FHCF available fund balance. The maximum amount of bonding is limited to the debt which can be serviced based upon a 6% annual Assessment percentage on direct written premium for Losses in any one Contract Year and no more than an aggregate annual assessment of 10% in total. The Estimated Claims-paying Capacity of the FHCF must take into account constraints in the financial markets that may limit the FHCF's ability to borrow funds, including the potential unwillingness of financial market participants to lend funds to the FHCF at the maximum limit under the Act. Credit market disruptions may limit the FHCF’s borrowing capacity. Also, there can be no guarantee that sufficient market capacity will exist should the FHCF be required to issue a large amount of debt. If market constraints reduce the FHCF's Actual Claims-paying Capacity below the maximum statutory liability, the FHCF's liability under the Reimbursement Contracts will be capped at the lower amount. The FHCF formulates estimates of its bonding capacity semi-annually with the assistance of its Financial Advisor and senior managing underwriters. The most recent bonding capacity estimates prepared in October 2023 show for the 2023 hurricane season an estimated aggregate bonding capacity of $9.3 billion in Post-Event Parity Obligations. The FHCF’s projected fund balance of $6.9 billion plus the available 2020A Bond proceeds of $3.5 billion and the 2024A Bond proceeds of $1.0 billion would result in a maximum need of Post-Event Parity Obligations of $5.6 billion to meet its projected $17 billion statutory maximum liability for the Contract Year ending May 31, 2025. The FHCF’s bonding capacity estimates will be updated in May 2024. [Remainder of page intentionally left blank] 28 The table below shows the estimated bonding needed following issuance of the 2024A Bonds to satisfy the FHCF’s maximum statutory liability of $17 billion and the estimated Assessment percentage necessary to pay the debt service on the estimated bonding need. FHCF Estimated Coverage Obligation and Funding Sources for the Contract Year Ending May 31, 2025 (dollars in billions) FHCF Coverage Obligation $17.0 Less: Projected FHCF Fund Balance for Contract Year Ending May 31, 2025 (6.9) Less: Available 2020A Bond Proceeds(1) (3.5) Net Amount Potentially Needed to Fully Fund Statutory Liability 6.6 Less: 2024A Bond Proceeds (1.0) Potential Borrowing Need Net of Pre-Event Bond Proceeds 5.6 Projected Assessment Percentage Required to Cover Potential Borrowing Need Including Repayment of 2020A Bonds and 2024A Bonds(2) 0.86% Estimated FHCF Borrowing Capacity(3) $9.3 (1) $1.25 billion of the currently outstanding $3.5 billion 2020A Bonds, which are Pre-Event Bonds, matures on July 1, 2025. (2) Assumes that the FHCF will draw on its existing and projected Pre-Event Parity Obligations and issue Post-Event Parity Obligations of approximately $10.1 billion structured for approximate 30-year level annual debt service. Of the $10.1 billion in assumed issuance, approximately $5.6 billion would be used to reimburse Losses and $4.5 billion would be used to refinance the withdrawals of Pre-Event Parity Obligations used to reimburse Losses. The FHCF could alternatively choose to pay debt service on the Pre-Event Parity Obligations that are drawn upon with Reimbursement Premiums, Assessments, or any other Pledged Collateral rather than refinancing such withdrawals with Post-Event Parity Obligations.The Assessment percentage is derived from the 2023 assessment base of $85.2 billion. (3) Estimate based on the October 2023 bonding capacity estimates. Note: Amounts may not add due to rounding. Source: FHCF and Raymond James & Associates, Inc. The likelihood that the FHCF will be called on to reimburse losses up to its maximum statutory liability limit depends on several factors, but prominent among these are the insured value of property for which the coverage is provided by the FHCF and the likelihood of a major hurricane damaging or destroying such property. The following table shows the total insured values reported to the FHCF by Participating Insurers for the last five years and the annual percentage increase from the prior year. The incidence and severity of catastrophic hurricanes are inherently unpredictable. Coastal areas appear to be at the highest risk of hurricane damage based upon historical experience and loss model results. Coastal development over the years has significantly changed the risk profile of hurricane-prone coastal areas. According to the National Oceanic and Atmospheric Administration’s Office of Coastal Management, over 76% of Florida’s population lives in coastal areas. 29 Total Insured Values Contract Year Ended May 31 Amount (in trillions) Percentage Change 2021 $2.499 5.5% 2022 2.659 6.4 2023 2.914 9.6 2024 3.306 13.5 2025(1)3.615 9.4 (1) Projected. Source: Paragon FHCF Ratemaking Formula Reports. The next table shows modeled losses for the FHCF for hurricanes of varying magnitude for the Contract Year ending May 31, 2025. Gross Residential Losses Per Event Contract Year Ending May 31, 2025 FHCF Layer Loss Scenario Layer FHCF Layer Loss ($ in B) Ground Up Losses ($ in B) Return Times Probability (Years) $1 Billion FHCF Layer 1.0 9.1 8.0 $5 Billion FHCF Layer 5.0 16.2 13.1 Projected Fund Balance Exhausted 6.9 18.9 15.2 $9.5 Billion FHCF Layer (Ian Level) 9.5 23.18 18.5 Pre-Event 2020A & 2024A Bonds Exhausted(1)10.2 24.6 19.9 1-in-50 Year Event 16.2 48.6 50.0 1-in-100 Year Event 16.9 72.0 100.0 Maximum Statutory Limit 17.0 109.8 250.0 (1) $1.25 billion of the currently outstanding $3.5 billion 2020A Bonds, which are Pre-Event Bonds, matures on July 1, 2025. These funds would be available as liquidity if needed but are expected to be used to pay the principal due on July 1, 2025, and have therefore been removed from this calculation. Source: Paragon, 2024 FHCF Ratemaking Formula Report, Exhibit IX. FHCF Financial Position – Basic Mechanics Participating Insurers pay the FHCF a Reimbursement Premium based on their proportionate residential risk exposure share in the State. Participating Insurers must meet a specified level of losses before FHCF reimbursement begins (i.e., Retention); analogous to a deductible on an insurance policy. Aggregate Industry Retention is projected to be $9.9 billion for the Contract Year ending May 31, 2025. After a Participating Insurer’s individual Retention is met, the FHCF reimburses the insurer for 45%, 75% or 90% of its covered residential losses depending on that Participating Insurer’s coverage selection, and the Participating Insurer must pay the remaining portion (analogous to a co-payment on an insurance policy). 30 Reimbursement provided by the FHCF for any single Contract Year is limited to the lesser of the Actual Claims-paying Capacity of the FHCF or the statutory liability limit of $17 billion. The FHCF’s limit is subject to adjustment based upon the increase in claims-paying capacity of the FHCF. The FHCF’s total liability for the Contract Years ending May 31, 2024, and May 31, 2025, is limited statutorily to $17 billion. The FHCF’s maximum annual statutory liability of $17 billion has been unchanged since 2013. The following chart depicts the coverage that the FHCF projects to provide and all other sources for paying losses relative to the total storm losses that Participating Insurers could be required to pay for the current Contract Year. In the event of a large Covered Event, the Projected Fund Balance and Pre-Event Bond proceeds are available to pay claims, while the remaining balance of coverage would be provided for by Post-Event financing, if needed. The FHCF’s projected coverage for the 2024-2025 season (as of April 22, 2024) includes: •$6.9 billion from projected year-end fund balance; •$3.5 billion from 2020A Bond proceeds; •$1.0 billion from 2024A Bond proceeds; and •$5.6 billion of potential Post-Event bonding capacity. [Remainder of page intentionally left blank] 3131 In this chart the relevant data are aggregated for FHCF Participating Insurers. Each Participating Insurer has its own Retention and maximum coverage level. Every Participating Insurer would need to reach their maximum coverage limit in order to exhaust the full $17 billion of FHCF coverage.Individual Participating Insurers can trigger coverage below the industry-wide aggregate Retention. Historical Summary of Revenues, Expenses and Changes in Net Position From Fiscal Year 2010 to Fiscal Year 2017, the net position of the FHCF and the Corporation increased by 333%, going from $3.23 billion to a high of $13.98 billion. Subsequently, the State began experiencing increased hurricane activity which drove an increase in loss reimbursement requests from Participating Insurers, with the payment of loss reimbursements from Covered Events reducing the FHCF's net position in the subsequent Fiscal Years.The following schedule shows the revenues, expenses and changes in net assets of the FHCF, derived from audited financial information of the FHCF and the Corporation for Fiscal Years ended June 30, 2019 through and including June 30, 2023. The Audited Financial Statements for the FHCF for Fiscal Years 2023 and 2022 are included in their entirety as "APPENDIX B, FINANCIAL STATEMENTS OF THE FLORIDA HURRICANE CATASTROPHE FUND FOR FISCAL YEARS ENDED JUNE 30, 2023 AND JUNE 30, 2022." [Remainder of page intentionally left blank] 32 Florida Hurricane Catastrophe Fund Historical Summary of Revenues, Expenses and Changes in Net Position (in thousands) Fiscal Years Ended June 30 2019 2020 2021 2022 2023 Operating Revenues: Net Premium Revenue $1,052,053 $1,130,470 $1,206,183 $1,211,528 $1,406,694 Net Interest on Premium Adjustments (53)(406)(254)(244)59 Net Interest on Loss Disbursements and Adjustments 27 46 15 376 100 Other 43 44 43 47 46 Total Operating Revenues $1,052,070 $1,130,154 $1,205,987 $1,211,707 $1,406,899 Operating Expenses: Hurricane Losses(1)$3,950,000 $1,500,000 $1,300,000 -$9,795,617 Administrative, Professional, Personnel, and Other 6,266 6,169 6,774 6,293 6,837 Depreciation 14 13 15 16 17 Total Operating Expenses $3,956,280 $1,506,182 $1,306,789 $6,309 $9,802,471 Operating Income (Loss) $(2,904,210)$(376,028)$(100,802)$1,205,398 $(8,395,572) Total Non-operating Revenue(2) 505,445 453,102 (42,258) (477,123)244,816 Income (Loss) before Transfers $(2,398,765)$77,074 $(143,060)$728,275 $(8,150,756) Transfers to Other Funds(3) $(13,500) $(13,500) $(13,500) $(13,500) $(10,000) Change in Net Assets $(2,412,265)$63,574 $(156,560)$714,775 $(8,160,756) Net Position, Beginning of Year $12,700,503 $10,288,238 $10,351,812 $10,195,252 $10,910,027 Net Position, End of Year $10,288,238 $10,351,812 $10,195,252 $10,910,027 $2,749,271 (1)This is an actuarial determined reserve for hurricane losses that is periodically adjusted based on actual results and actuarial analyses. For Hurricane Irma, loss reserves totaled $2.5 billion at the end of Fiscal Year 2018. Fiscal Year 2019 included additional loss reserves of $2.5 billion, Fiscal Year 2020 included additional loss reserves of $1.5 billion, and Fiscal Year 2021 included additional loss reserves of $1.3 billion. Fiscal Year 2023 included an approximately $200 million reserve decrease and final commutation was completed in the Fall of 2023, which reduced the final Hurricane Irma loss from $7.8 billion to $7.5 billion. For Hurricane Michael, Fiscal Year 2019 included loss reserves of $1.45 billion and that loss reserve remains unchanged in Fiscal Year 2023. For Hurricane Ian, an initial $10 billion loss reserve was set during Fiscal Year 2023. For Hurricane Idalia, an initial $30 million loss reserve was set during Fiscal Year 2024. See "Historical Payments of Claims" herein for the history of FHCF reimbursements paid to insurers since 2004. (2) Changes to non-operating revenue were due primarily to changes in investment income. (3) Transfers to Other Funds are the funds appropriated by the Legislature for Mitigation Payments. Source: FHCF Audited Financial Statements. Financial Impacts of Recent Hurricanes on the FHCF Since 1995, the FHCF has paid reimbursements to Participating Insurers for Losses from 13 Covered Events totaling approximately $21.8 billion as of March 31, 2024. The most recent Losses, which are not yet fully reimbursed, are from Hurricane Michael in 2018, Hurricane Ian in 2022 and Hurricane Idalia in 2023. As of March 31, 2024, FHCF’s actuary estimates that the FHCF will incur total losses of $10.8 billion from these storms, with approximately $4.8 billion of Losses reimbursed by the FHCF as of March 31, 2024. The Loss estimates for each of these Hurricanes is an actuarial estimate and is subject to revision 33 as additional information becomes available. FHCF has reserved the $6.0 billion needed to cover the remaining estimated total Loss reimbursements from the three hurricanes, and the amounts reserved are not included in the FHCF’s projected fund balance as of December 31, 2024. On October 10, 2018, Hurricane Michael made landfall at Mexico Beach, Florida as a Category 5 hurricane. The FHCF’s actuary estimates that the FHCF will incur total Losses of $1.31 billion related to Hurricane Michael. Losses reimbursed by the FHCF for Hurricane Michael as of March 31, 2024, totaled $1.16 billion. On September 28, 2022, Hurricane Ian made landfall near Cayo Costa, Florida, as a Category 4 hurricane. The FHCF’s actuary estimates that the FHCF will incur total Losses of $9.5 billion related to Hurricane Ian. Losses reimbursed by the FHCF for Hurricane Ian as of March 31, 2024, totaled $3.67 billion. On August 30, 2023, Hurricane Idalia made landfall near Keaton Beach, Florida, as a Category 3 hurricane. The FHCF’s actuary estimates that the FHCF will incur total Losses of $20 million related to Hurricane Idalia. Losses reimbursed by the FHCF for Hurricane Idalia as of March 31, 2024, totaled $146,000. The Losses from these storms are subject to the commutation provisions in the Reimbursement Contract, as discussed in "OPERATION OF THE FHCF – FHCF Coverage" herein. After the payment and reserves for unpaid Losses from Hurricanes Michael, Ian, and Idalia the FHCF has a projected December 31, 2024 fund balance of $6.9 billion available to pay claims for any future events. These resources will be available to provide liquidity for the 2024 hurricane season and will be available to pay additional claims, if any, above the current actuarial estimates for Hurricanes Michael, Ian and Idalia. The table below shows the history of FHCF reimbursements paid to insurers and the total industry paid losses (as reported to the FHCF) since 1995. Historically, FHCF’s paid Loss reimbursements have represented approximately 35% of total reported industry paid losses for Covered Events since 1995. Historical Payment of Claims Number of Total FHCF Reported FHCF Paid Hurricane Insurers Reimbursement Industry as % of Season Covered Events Reimbursed Paid Paid in Florida(2)Industry Paid 1995 Erin, Opal 9 $13 million $2.0 billion 0.7% 2004 Charley, Frances, Ivan, Jeanne 136 $3.9 billion $15.9 billion 24.3% 2005 Dennis, Katrina, Wilma 114 $5.5 billion $11.6 billion 47.6% 2017 Irma 103 $7.5 billion $16.3 billion 46.3% 2018 Michael 38 $1.2 billion(1)$4.9 billion 23.7% 2022 Ian 63 $3.7 billion(1)$11.8 billion 31.1% 2023 Idalia 1 $0.1 million(1)$180 million 0.1% (1)Represents Losses paid through March 31, 2024. The current total loss estimates for Hurricanes Michael, Ian and Idalia are $1.31 billion, $9.5 billion and $20 million, respectively. Amounts are rounded. (2) Does not reflect the total value of Florida residential losses, as insurers do not report losses to the FHCF after they have reached their coverage limit. 34 Reimbursement Premiums General. As a condition for doing business in Florida, each insurer writing residential property insurance in Florida must enter into a Reimbursement Contract with the SBA (with limited exceptions). The Reimbursement Contract generally provides that the FHCF will reimburse a Participating Insurer a certain percentage of its Losses above the insurer's share of the industry-wide Retention in exchange for the payment by the Participating Insurer of Reimbursement Premiums. The Contract Year for Reimbursement Contracts entered into by the FHCF begins on June 1 of each year and ends on May 31 of the following year. A Participating Insurer must enter into a Reimbursement Contract every Contract Year. For the Contract Year ending May 31, 2025, there are currently 141 Participating Insurers, including Citizens. Each Reimbursement Contract requires the insurer to pay to the FHCF an actuarially-indicated premium for the reimbursement contemplated under the Reimbursement Contract. This Reimbursement Premium is a factor of the actuarially indicated rates multiplied by each $1,000 of insured value reported to the SBA by the Participating Insurer to determine the total amount of Reimbursement Premiums due from the Participating Insurer under the Reimbursement Contract. Under the Reimbursement Contract, the Reimbursement Premiums paid for a Contract Year must be used to reimburse Participating Insurers for reimbursable Losses incurred in the current or subsequent Contract Years only or to pay debt service on Pre-Event Parity Obligations. Although the Reimbursement Premiums are also available to pay debt service on Post-Event Parity Obligations, the FHCF does not expect to use Reimbursement Premiums for such purpose and, to the extent Reimbursement Premiums are used to pay debt service on Post-Event Parity Obligations, such use would be replenished with future Assessment revenues. Reimbursement Premiums are paid to the SBA in three installments: August 1, October 1 and December 1 of each Contract Year. Reimbursement Premiums are deposited by Participating Insurers via wire transfer and/or ACH directly to an account in the name of the FHCF. Once deposited, Reimbursement Premiums are transferred to the Master Trustee at least monthly pursuant to the Pledge Agreement until debt service on the Outstanding Parity Obligations for such fiscal year has been paid or provided for. See "PLEDGE AND SECURITY FOR 2024A BONDS – Pledge Agreement" herein. Since the total Reimbursement Premiums for any Participating Insurer are not determined until after its insured values have been received and processed, the first two payments of its Reimbursement Premiums in each Contract Year are estimated. Each estimated payment of Reimbursement Premiums is made in an amount equal to approximately one-third of the estimated total Reimbursement Premiums due from a Participating Insurer in the Contract Year. Once the actual Reimbursement Premiums due from the Participating Insurer for the Contract Year are determined, the amount of the final installment due on December 1 is equal to the actual Reimbursement Premiums due from the Participating Insurer for the Contract Year less the two estimated payments of Reimbursement Premiums made by a Participating Insurer. Reimbursement Premiums are shown three ways: (1) as net premium revenue (as reported in the FHCF Audited Financial Statements), which equals the premium revenues after a deduction for any reinsurance expenses; (2) Reimbursement Premium collections, which equals the premium revenues excluding the costs of any reinsurance and represents gross collections; and (3) Reimbursement Premium revenue as shown on the Debt Service Coverage Table, which equals the total operating revenue (as reported in the FHCF Audited Financial Statements), net of the Current Expenses of the FHCF and the 35 Corporation, and plus any interest earnings on the Reimbursement Premiums being held by the Master Trustee. Due to the mismatch in the FHCF Contract Year that ends May 31 and the FHCF Fiscal Year that ends June 30, references to Reimbursement Premium throughout this document have been adjusted as needed to match Contract Year premiums to the Fiscal Year in which they are recorded in the Audited Financial Statements of the FHCF. The following table shows the ten Participating Insurers with the largest Reimbursement Premiums paid to the FHCF for the Contract Year ending May 31, 2024. Reimbursement Premiums Paid By 10 Largest Participating Insurers Participating Insurers Reimbursement Premiums (in millions)(1) Percentage of Reimbursement Premiums Citizens Property Insurance Corporation (Personal Lines and Commercial Lines Accounts) $295.0 19.50% Citizens Property Insurance Corporation (Coastal Account) 184.4 12.19 Universal Property and Casualty Insurance Company 117.0 7.74 First Protective Insurance Company 71.5 4.73 Tower Hill Insurance Exchange 52.4 3.46 American Coastal Insurance Company 49.1 3.24 Heritage Property and Casualty Insurance Company 45.2 2.99 State Farm Florida Insurance Company 43.6 2.88 Homeowners Choice Property and Casualty Insurance Company 40.1 2.65 Federal Insurance Company 39.0 2.58 Total $937.3 61.96% (1) Citizens Property Insurance Corporation has two separate Reimbursement Contracts with the FHCF for the Contract Year ending May 31, 2024. See "Reimbursement Premiums – Citizens as a Participating Insurer" herein. Source: Paragon. Collections. Since 2001, the FHCF has collected over 99% of Reimbursement Premiums, with the only exceptions being certain insurers that have been placed into receivership for purposes of liquidation. See "OPERATION OF THE FHCF - Collection of Assessments and Reimbursement Premiums from Companies in Receivership." Reimbursement Premiums collections vary from year to year as a result of annually-adopted changes in the actuarially-indicated Reimbursement Premiums charged to Participating Insurers in Reimbursement Contracts. The annual premium change is a function of a number of factors, including Participating Insurers’ coverage selection changes, growth in insured values, legislative changes, and rate changes. The largest contributing factors to the increase in the FHCF’s reimbursement premium collections shown below were the FHCF’s Participating Insurers’ coverage selections and growth in insured values. Beginning in 2020, hardening reinsurance pricing and reduced capacity in the Florida market led to increases in the weighted average coverage selection. The weighted average coverage selection increased from 73.5% for the Contract Year ended May 31, 2019 to 87.4% for the Contract Year ended May 31, 2024. Exposure increased by 46% from $2.270 trillion for the Contract Year ended May 31, 2019, to $3.306 trillion for the Contract Year ending May 31, 2024. 36 The Fiscal Year 2024 projection for Reimbursement Premium collections is expected to be $1.515 billion, which would be a 7.7% increase in Reimbursement Premium collections over the previous Fiscal Year. The following table shows Fiscal Year collections for the last five years and the annual percentage change. Total Reimbursement Premium Collections Fiscal Year Ended June 30 Reimbursement Premium Collections(1) (in millions) % Change of Reimbursement Premium Collections Percentage of Reimbursement Premiums Collected(2) 2019 $1,114.6 (1.0%) 100.00% 2020 1,187.9 6.5 100.00 2021 1,206.2 1.5 100.00 2022 1,211.5 0.4 100.00 2023 1,406.7 16.1 99.95 (1) Includes prior year premium adjustments. Does not include a reduction for reinsurance premium accrued in Fiscal Year 2019 and 2020 of $62.5 million and $57.4 million, respectively. (2) The FHCF has disclosed a small percentage of uncollectible billings to reflect the amount of premiums due for various companies that were placed into receivership for the purpose of liquidation. As of December 31, 2023, the FHCF has collected all amounts due from companies with the exception of Southern Fidelity Insurance Company, which owes approximately $660,000. The amount due from Southern Fidelity Insurance Company as of December 31, 2023 has been netted against the total amount received for Fiscal Year 2023. Source: FHCF Audited Financial Statements. Enforcement of Payment of Reimbursement Premiums. The Act and applicable administrative rules relating to the FHCF provide that any violation of a Participating Insurer's obligation to pay Reimbursement Premiums, furnish information necessary to verify the amount of Reimbursement Premiums due, or submit to examinations relating to Reimbursement Premiums constitutes a violation of the Florida Insurance Code. The FHCF may notify the OIR of such violation, which may then take whatever action it deems appropriate to address the violation. In addition, failure to pay Reimbursement Premiums, provide information or submit to examination, among other things, may subject the Participating Insurer to certain penalties as specified in applicable administrative rules of the OIR. Also, the FHCF has the right to offset any amounts payable to the FHCF from a Participating Insurer, including the full Reimbursement Premium, against any (1) loss reimbursement or advance amounts, (2) any Reimbursement Premium refunds, and (3) any amounts agreed to in a commutation agreement, which are due to the Participating Insurer from the FHCF. Cash Build-up Factor. In 2006, the Legislature amended the Act to require that Reimbursement Premiums include a "cash build-up factor" or surcharge designed to replenish the Corpus of the FHCF. The initial cash build-up factor was 25%. The Legislature removed the cash build-up factor in 2007 to ease the burden of increased insurance costs on property owners. In 2009, the cash build-up factor was reenacted and equaled 5% for the Contract Year ended May 31, 2010, 10% for the Contract Year ended May 31, 2011, 15% for the Contract Year ended May 31, 2012, 20% for the Contract Year ending May 31, 2013, and 25% for the Contract Year ending May 31, 2014 and thereafter. Such amounts are included in Reimbursement Premium collections set forth in the table above. The cash build-up factor is retained in the Corpus of the FHCF. The amount of Reimbursement Premium revenue from the cash build-up factor for the Contract Year ending May 31, 2024 is $302.6 million. The Corporation can provide no assurance that the cash build- up factor will not be legislatively repealed or revised again. 37 Citizens as a Participating Insurer. Citizens is an entity created by the State Legislature and controlled by the State that provides certain residential and commercial property and casualty insurance coverage to owners of certain properties in the State as specified in Section 627.351(6), Florida Statutes, as amended. Citizens is statutorily mandated to elect the 90% coverage level annually on their Reimbursement Contracts with the FHCF. Citizens was historically organized legally and financially into three separate accounts – the Coastal Account, which provided residential and commercial wind-only and multi-peril coverage in statutorily-designated coastal areas of the State, the Personal Lines Account ("PLA"), which provided all-perils residential coverage throughout the State, and the Commercial Lines Account ("CLA"), which provided commercial-residential (i.e., apartment and condominium) coverage throughout the State. Citizens has two separate contracts with the FHCF for the Contract Year ending May 31, 2024 – one for the Coastal Account and one for the combined PLA/CLA. These accounts are treated as separate Participating Insurers in all respects by the FHCF. Although Citizens accounts for only two (2) of the 140 Participating Insurers in the FHCF for the current Contract Year ending May 31, 2024, the total Reimbursement Premiums collected from Citizens' two accounts are substantial, totaling approximately 31.7% of all Reimbursement Premiums collected in the current Contract Year. Beginning January 1, 2024, Citizens consolidated the PLA, CLA and Coastal Accounts into one account (the “Citizens Account”), for all of its revenues, assets, liabilities, losses and expenses. This single account allows Citizens to access its entire surplus to pay claims. The Citizens Account is authorized to provide coverage to the same extent as each of the three separate accounts. For the Contract Year ending May 31, 2024, the total Reimbursement Premiums paid by Citizens was $479.5 million, or 31.69% of all Reimbursement Premiums collected during that Contract Year. The amount of Reimbursement Premiums received from Citizens has increased significantly over the past five Contract Years and is up from the $146.1 million of Reimbursement Premiums paid by Citizens, or 13.24% of all Reimbursement Premiums collected, during the Contract Year ended May 31, 2019. A significant portion of this increase in Reimbursement Premiums from Citizens is due, in part, to growth in Citizens’ policy count caused by several insurers reducing exposure in Florida or no longer providing policies in the State as well as several insurers entering insolvency. As a Participating Insurer, Citizens is entitled to a pro-rata share of the FHCF's Actual Claims- paying Capacity, based on Citizens’ proportionate share of Reimbursement Premiums paid to the FHCF. Because Actual Claims-paying Capacity of the FHCF includes the amount of debt the FHCF is able to issue, the timing and amount of Losses sustained by Citizens, combined with its statutory ability to request an advance from the FHCF under certain circumstances, could impact the timing and amount of debt issued by the FHCF to a greater extent than the timing and amount of Losses sustained by other Participating Insurers. Assessments General. Under the Act, if the SBA determines that the amount of revenue produced from Reimbursement Premiums is insufficient to fund the obligations, costs, and expenses of the FHCF and the Corporation, including estimated Losses from Covered Events and repayment of debt and required debt service coverage, the SBA will direct the OIR to levy an Assessment on the premiums for all lines of insurance assessable under the Act (the "Assessable Lines"). Although an Assessment is not a tax, it functions like a broad-based insurance premium tax in many respects. It is essentially a charge on all assessable policies (and directly on policyholders, not insurance companies) that is collected with the 38 premium and various taxes on all assessable policies and non-payment thereof permits an insurer to cancel the policy. There is no need or requirement for legislative action or approval to levy Assessments. Assessable Lines include all property and casualty lines of insurance in Florida, except for those lines identified as medical malpractice, accident and health, workers' compensation, National Flood Insurance Program, National Crop Insurance Program and certain hospital self-insurance funds. Assessable Lines includes (i) insurance companies authorized by the OIR to write insurance in Florida ("Admitted Lines Insurers"); (ii) insurance companies not so authorized ("Surplus Lines Insurers"), provided the insurance is obtained from certain agents licensed in Florida by the OIR (each a "Surplus Lines Agent"); or (iii) independently procured pursuant to Section 626.938, Florida Statutes ("Independently Procured Coverage"). Under the Act, Assessments are collected from policyholders and are calculated as a percentage of premium. The same assessment percentage applies to all policies of Assessable Lines issued or renewed during the 12-month period beginning on the effective date of the Assessment. Assessments are assessed annually for so long as debt under the Act is Outstanding, are subject to annual adjustment by the SBA in order to meet debt obligations and are subject to both an annual and overall cap. There is a cap of 6% of direct written premiums that may be assessed in any one year with respect to obligations arising out of Losses attributable to any one Contract Year. The overall cap on the annual assessment is 10% of direct written premiums. While an insurer is liable under State law for all Assessments it collects from policyholders, the policyholders, not insurers, are required to pay the Assessments. Policyholders are liable for Assessments only to the extent policyholders wish to retain the insurance on which the Assessment is based. Insurers are required to treat the failure of a policyholder to pay the Assessment as a failure to pay premium, which permits an insurer to cancel the policy. Other than having their insurance policy cancelled for non-payment of premium, policyholders are not personally liable for payment of Assessments and are not subject to collection proceedings to pay the Assessment due. Pursuant to reports of the OIR and Florida Surplus Lines Service Office (the "FSLSO"), historically, substantially all of the Assessments have been remitted to the FHCF on a timely basis. Admitted Lines Insurers collect the Assessment from policyholders. Such insurers must remit Assessments directly to the FHCF based on a percentage of direct written premium for the preceding calendar quarter, even if not yet collected. Surplus Lines Agents must also collect the Assessment from policyholders, but must remit the collected amounts to the FSLSO at the same time such agents collect and remit the surplus lines tax. The FSLSO invoices the Surplus Lines Agents quarterly with payments due 45 days from the last calendar day of the preceding quarter. Insureds obtaining Independently Procured Coverage are invoiced by the FSLSO quarterly and must remit the Assessment within 45 days from the last calendar day of the preceding quarter, as directed by the FSLSO at the same time the insured pays the surplus lines tax. While an insurer is not ultimately liable for uncollectible Assessments, the insurer must treat the failure to pay an Assessment as a failure to pay premium by the insured, which permits termination of the policy. Each insurer is liable for all Assessments it collects from policyholders except to the extent the insurer is required to return collected Assessments when returning unearned premium. When an Admitted Lines Insurer is required to return unearned premium, it shall also return any collected Assessment attributable to the unearned premium. A credit adjustment to the collected Assessments may be made by such Admitted Lines Insurer to future remittances of Assessments, but the Admitted Lines Insurer is not 39 entitled to a refund of previously paid Assessments. In contrast to the Admitted Lines Insurers, Surplus Lines Agents and insureds obtaining Independently Procured Coverage may receive either a credit or refund of the collected Assessment attributable to returned unearned premium. Since 2013, approximately 87.7%of premium on Assessable Lines relates to premium written by Admitted Lines Insurers. See "Historical Premium" below. On May 31, 2006, the SBA adopted a resolution directing the OIR to levy an Assessment on all Assessable Lines in the amount of 1%, effective beginning January 1, 2007. On June 12, 2006, the OIR levied the Assessment in two orders: one directed at Admitted Lines Insurers, who are directly regulated by the OIR, and the other directed at the FSLSO to apply to Surplus Lines Agents and insureds obtaining Independently Procured Coverage. Amounts collected under this Assessment were used to pay debt service on or retire the 2006A Bonds, the 2008A Bonds and the 2010A Bonds. The Act permits the SBA to adjust an Assessment annually as necessary to pay debt service on revenue bonds provided the Corporation remains in compliance with all covenants under the Master Indenture, including without limitation covenants regarding debt service coverage and the exclusion of interest from federal income taxation. This Assessment was increased in 2010 from 1.0% to 1.3% of premiums on Assessable Lines to support the issuance of the 2010A Bonds. When the 2010A Bonds were legally defeased and there were no remaining unpaid hurricane Losses, upon direction of the SBA, the OIR issued Orders on July 21, 2014, terminating the Assessment for policies issued or renewed on or after January 1, 2015. See "PLEDGE AND SECURITY FOR THE 2024A BONDS - Flow of Funds" herein. Although there is currently no assessment,if one were levied in the future, such assessment would be received by the FHCF continually throughout the year, with the largest amounts due to the FHCF on or about each May 15, August 15, November 15, and March 1. Historically, all payments of Assessments were made directly to an FHCF lock-box account held by an SBA custodian bank. Assessments held in this lock- box account were not commingled with any other moneys of the FHCF or the SBA, and the payments were transferred to the Master Trustee at least monthly pursuant to the Pledge Agreement. See "PLEDGE AND SECURITY FOR 2024A BONDS – Pledge Agreement" herein. Late payments of collected Assessments could subject an Admitted Lines Insurer or Surplus Lines Agent, as the case may be, to delinquent interest and penalties. Collection of Assessments. The OIR is responsible for verifying the accuracy and timely collection and remittance of Assessments. Information used by the OIR in the verification process is transmitted directly to the OIR by insurers for all Assessable Lines other than Surplus Lines and Independently Procured Coverage. Assessments relating to Surplus Lines and Independently Procured Coverage under Section 626.938, Florida Statutes are remitted as directed by the FSLSO. The FSLSO is required to assist the FHCF in ensuring the accurate and timely collection and remittance of the Assessments. The OIR has the authority to enforce the collection and remittance of Assessments. Timely Remittance of Assessments. A business failure or other event causing a disruption in operations with respect to any insurer could result in a delay in the collection and remittance of the Assessments, or a failure to collect or to remit the Assessments. Delays in the payment of Assessments may result in amounts in the Revenue Fund being insufficient, particularly during any period when there is an extended delay in collection of the Assessments. See "Collection of Assessments and Reimbursement Premiums from Companies in Receivership" below for additional information on the collection of Assessments from insolvent insurers. 40 Imposition of Assessments May Not Yield Sufficient Assessment Revenues to Meet Coverage Requirement. While the SBA will direct the OIR to levy the Assessments and will certify to the OIR the need to levy additional Assessments up to the maximum amount permitted by applicable law, for so long as needed to ensure the full and timely payment of the principal of and interest on any outstanding post- event debt for as long as the debt remains Outstanding, and although the Assessments would be sized in an amount expected to be more than sufficient to pay debt service on any outstanding post-event debt, no assurance can be given that such Assessments would in fact be sufficient. In addition, the SBA does not have authority to direct the levy of Assessments in excess of the rate established by the State Legislature (currently 6% maximum annual Assessment percentage on direct written premium for obligations arising from any one Contract Year and no more than 10% in total). In the unlikely event that the amount of such direct written premiums decreases significantly, the imposition of the Assessments might not result in sufficient Assessments to meet the debt service requirement. Notwithstanding the foregoing, the Act provides that the State covenants with holders of any bonds of the Corporation that the State will not limit or alter the rights of the FHCF or the Corporation to fulfill the terms of any agreements made with such bondholders or in any way impair the rights and remedies of such bondholders as long as any such bonds remain outstanding, unless adequate provision has been made for the payment of such bonds in accordance with the Indenture. [Remainder of page intentionally left blank] 41 Historical Direct Written Premium. The following chart shows the historical premium subject to the Assessments for all Assessable Lines. In 2023, the direct written premiums subject to Assessments for the Admitted Lines and Surplus Lines reached over $85.2 billion, with Florida’s population growth and increasing property values contributing to the increase. The assessment base has grown by 125% since 2013 and 69% since 2018, representing compound annual growth rates of 8.4% and 11.1%, respectively, over the same time periods. The FHCF assessment base decreased by a total of 11% from 2006 to 2009 during the great recession, declining from $37.6 billion in 2006 to $33.3 billion in 2009, but has seen annual growth in all other years since 1995. Historical Premium Subject to Assessments Calendar Year Admitted Lines Direct Written Premium (in billions) Surplus Lines and Independently Procured Coverage Premium (in billions) Total (in billions) % Increase From Prior Year 2013 $33.73 $4.21 $37.93 4.83% 2014 35.09 4.22 39.30 3.61 2015 36.96 4.55 41.51 5.61 2016 39.07 4.62 43.69 5.26 2017 41.84 4.97 46.82 7.15 2018 44.86 5.54 50.40 7.66 2019 47.03 6.21 53.24 5.62 2020 48.83 7.07 55.89 4.99 2021 54.25 9.07 63.32 13.29 2022 61.03 11.57 72.59 14.65 2023 70.29 14.92 85.20 17.36 Note: Subject to change as company/agent adjustments are reported. Totals may not add due to rounding. Source: OIR and FSLSO, unaudited. [Remainder of page intentionally left blank] 42 Assessable Lines. The following constitute Assessable Lines subject to Assessments under the Act and applicable administrative rules of the FHCF: •Fire •Products Liability •Allied Lines •Private Passenger Auto No-Fault (PIP) •Multiple Peril Crop •Other Private Passenger Auto Liability •Private Crop •Commercial Auto No-Fault (PIP) •Farmowners Multiple Peril •Other Commercial Auto Liability •Homeowners Multiple Peril •Private Passenger Auto Physical Damage •Commercial Multiple Peril (non-liability) •Commercial Auto Physical Damage •Commercial Multiple Peril (liability) •Aircraft (all perils) •Mortgage Guaranty •Fidelity •Ocean Marine •Surety •Inland Marine •Burglary and Theft •Financial Guaranty •Boiler and Machinery •Earthquake •Credit •Other Liability – occurrence •Warranty •Other Liability – claims-made •Aggregate Write-Ins for other Lines of Business Source: OIR Market Research Unit. Lines of insurance included in Assessable Lines may be modified by the State Legislature, subject to the covenant in the Act that the State will not impair the rights and remedies of owners of the 2024A Bonds. See "PLEDGE AND SECURITY FOR 2024A BONDS – Non-Impairment" herein. In addition, certain hospitals may form alliances to provide self-insurance which would not be subject to Assessments. [Remainder of page intentionally left blank] 43 The following table provides a summary of the historical direct written premiums for the Admitted Lines and Surplus Lines by major categories of lines of insurance. Historical Direct Written Premiums for Admitted Lines and Surplus Lines Insurers (Dollars in billions) Homeowner Auto All Other(1)Total Calendar Year Amount % Amount % Amount % Amount % 2013 $8.82 23% $15.65 41% $13.46 35% $37.93 100% 2014 8.82 22 16.27 41 14.21 36 39.30 100 2015 8.87 22 17.82 43 14.82 35 41.51 100 2016 8.89 21 19.55 45 15.26 35 43.69 100 2017 9.35 20 21.72 46 15.74 34 46.82 100 2018 9.80 19 23.70 47 16.90 34 50.40 100 2019 10.34 19 24.19 45 18.70 35 53.24 100 2020 11.24 20 24.14 43 20.51 37 55.89 100 2021 12.51 20 26.94 43 23.86 38 63.32 100 2022 14.74 20 29.53 41 28.33 39 72.59 100 2023 17.51 21 36.23 43 31.47 37 85.20 100 (1) No individual line of business in either the Admitted Lines or Surplus Lines market makes up over 10% of the total assessable premium. Source: OIR and FSLSO. Overlapping Assessment Bases. Citizens also has the power under State law to levy assessments on substantially the same lines of insurance assessable by the FHCF. As a result of legislation passed during the December 2022 special session enabling Citizens to consolidate its three accounts into a single account, Citizens maximum assessment authority for its consolidated account is 10%. Under the Citizens statute, policies and insurers subject to assessment (referred to as "subject lines of business") are all property and casualty insurance except for workers’ compensation, medical malpractice, accident and health insurance, and insurance written under the National Flood Insurance Program and the National Crop Insurance Program. This listing is identical to the types of insurance subject to assessment by the FHCF, except that the FHCF statute does not specifically refer to the National Crop Insurance Program, though it is similarly excluded from FHCF’s Assessable Lines. FIGA is another statutorily created entity with the power to levy assessments on property and casualty insurers and their policyholders. FIGA pays policyholder claims against certain insolvent property and casualty insurers. FIGA assessments are divided between two accounts – the automobile liability and physical damage account, and the "all other" account, which includes most property and casualty insurance written by admitted insurers other than workers’ compensation and those lines excluded by Section 631.52, Florida Statutes. FIGA funds each account with regular assessments on insurers writing policies covered by that account in an amount up to two percent (2%) of the insurer’s net written premium for the kinds of insurance included in that account. FIGA may impose an additional four percent (4%) annual emergency assessment on member insurers in the "all other" account for hurricane-related claims. Member insurer means any person who writes any kind of insurance to which Part II of Chapter 631, Florida Statutes, as amended applies, including the exchange of reciprocal or inter-insurance contracts, and is licensed to transact 44 insurance in the State. Effectively, all admitted property insurance companies doing business in the State, excluding workers' compensation, are required to be members of FIGA as a condition of their authority to write insurance in the State. To the extent that the assessment bases of the FHCF, Citizens and FIGA overlap, policyholders will incur the cost of cumulative assessments imposed by such entities. Neither Citizens nor FHCF currently levies any assessment.FIGA currently levies an emergency assessment of 1.0% against its assessment base for its “all other” account through the earlier of the date the bonds which are secured thereby are no longer outstanding, or September 1, 2032. The bonds secured by the FIGA assessment are the $465,325,0000Florida Insurance Assistance Interlocal Agency Insurance Assessment Revenue Bonds, Series 2023A-1 and $125,000,000 Florida Insurance Assistance Interlocal Agency Insurance Assessment Revenue Bonds, Series 2023A-2 (Variable Rate). These bonds have a final maturity date of September 1, 2032, but FIGA is expected to utilize excess assessment collections to redeem the bonds prior to their stated final maturity. In the event Citizens or FIGA also seek to issue bonds payable from assessments similar to the FHCF's Assessments following the same hurricane event or events, there could be an impact on the market for FHCF debt. The FHCF’s future potential borrowing requirements may be large and there can be no guarantee that in the future there will be adequate financing capacity available to the FHCF following a Covered Event, or series of Covered Events, that would require post-event financing to fulfill statutory liability or to pay Pre-Event bondholders. The FHCF also has the option to utilize Assessments to pay the Pre-Event Obligations instead of a refinancing if it draws on the proceeds of Pre-Event Obligations. Collection of Assessments and Reimbursement Premiums from Companies in Receivership The risk of nonpayment or delinquent payment on the 2024A Bonds is dependent in part upon the amount of moneys received from Reimbursement Premiums and Assessments and the timeliness of their payment to the FHCF. The amount of moneys received from Reimbursement Premiums and Assessments (see "DEBT SERVICE COVERAGE - Debt Service Coverage Total Outstanding Parity Obligations" herein) and the timeliness of their payment to the FHCF are dependent in part on the solvency of insurers in that, under certain circumstances, the insolvency of an insurer could affect its ability to make such payments to the FHCF. Under State law, when an insurer becomes insolvent, it is placed under the control of the Division of Rehabilitation and Liquidation of the Department. State law establishes priorities for the payment of claims against an insurer in liquidation. Liabilities become fixed as of the date of filing the petition for liquidation. Holders of claims which are secured by a pledge of a particular asset and holders of claims described as special deposit claims may discharge their claim against the security pledged or the special deposit, prior to other claims. Special deposit claims are claims secured by a deposit made pursuant to statute for the security or benefit of a limited class or classes of persons. To the extent that Assessments and Reimbursement Premiums are not considered secured claims or special deposit claims, they would likely be considered claims of general creditors. After the payment of secured creditors and special deposit creditors, there are eleven additional classes of claims. All approved claims in a class must be paid in full before any payment is made to the next lower class. Within a class, all approved claims are paid equal pro-rata shares if there are not sufficient funds to pay the entire class in full. Claims of general creditors are sixth in the hierarchy of eleven classes of claims. 45 Although no assurance can be given as to the continued timeliness of payments of Reimbursement Premiums or Assessments, despite certain insurer insolvencies, the FHCF has collected substantially all Reimbursement Premiums and Assessments billed to Participating Insurers from prior Contract Years. INVESTMENT POLICY OF THE FHCF Upon the issuance of the 2024A Bonds, the FHCF expects to have five individual investment portfolios, which are managed by SBA investment professionals with a conservative investment policy focusing on liquidity, safety of principal and competitive returns. The types of investment portfolios are described below: •FHCF Operating Fund – Liquidity Fund: The liquidity fund portfolio holds funds used to reimburse insurers for known Covered Events and is the fund where the FHCF holds its current Loss reserves for Hurricanes Michael, Ian, and Idalia. •FHCF Operating Fund – Claims-Paying Fund: The claims-paying fund is the first source of liquidity to pay for any reimbursements for Future Covered Events. Expenses of the FHCF and any statutorily required appropriations are paid from this fund. •SBA Finance Corporation Pre-Event Fund 2020A – This portfolio holds the proceeds of the 2020A Bonds and will be used to pay claims after a Covered Event, if needed, and to pay debt service payments, including principal payments, on such Pre-Event Bonds as needed. •SBA Finance Corporation Pre-Event 2020A Fund Transition Account – This portfolio holds the portion of 2020A Pre-Event bond proceeds needed to pay near-term principal maturities. Currently, this fund holds an amount sufficient to pay the July 1, 2025 maturity of the 2020A Bonds, with its investments maturing on or before that principal payment date. •2024A Bond Proceeds Subaccount – This portfolio will hold proceeds of 2024A Bonds and will be used to pay claims after a Future Covered Event, if needed, and to pay debt service payments, including principal payments, on such Pre-Event Bonds as needed. Together, the aggregate market value of the FHCF’s current portfolios was approximately $14.9 billion as of February 29, 2024, and consists of 61% U.S. Treasury and U.S. Agency securities and 39% corporate securities. Unless otherwise noted, values in this section are stated at market value. Upon issuance of the 2024A Bonds, it is expected that the proceeds of such 2024A Bonds will be invested in a similar manner as the Pre-Event Fund 2020A,in the 2024A Bond Proceeds Subaccount. The 2024A Bond Proceeds Subaccount is expected to have a longer maturity structure than the Pre-Event Fund 2020A. The Act authorizes the SBA to invest moneys in the FHCF pursuant to Sections 215.44-215.515, Florida Statutes, which are the statutory provisions authorizing and governing the investment of other moneys held in trust by the SBA. Under the Pledge Agreement, proceeds of the 2024A Bonds will be held in the 2024A Bonds Proceeds Subaccount established with the FHCF by the Pledge Agreement and will be invested pursuant to the investment policy to ensure the availability of those funds to reimburse Participating Insurers for Losses relating to any Future Covered Events. Moneys in the FHCF's portfolio may only be invested at the direction of the SBA in Investment Obligations, which are investments authorized under Section 215.47, Florida Statutes. The SBA investment 46 policy covering FHCF assets is designed to provide adequate liquidity by using highly liquid short-term investment strategies. Liquidity is a primary concern for the FHCF since insurers may file claims weekly, and investment strategies are planned accordingly. The investment policy is periodically reviewed by the SBA and is subject to change. Because permitted investments are exposed to changes due to market fluctuations, the daily net asset value (NAV) may be lower than par. The lower NAV may result in a lower market value than the original bond issue amount. Such a decline may result in insufficient funds being available, when needed, to pay Losses and other liabilities and expenses, including debt service on the Parity Obligations and the 2024A Bonds. The primary investment objective of the FHCF's investment policies is defined by the following prioritized goals: (i) liquidity, so that reimbursement to insurers can be paid in a timely manner; (ii) safety of principal; and (iii) competitive returns. The FHCF's investment policies provide for a high level of liquidity such that assets can be converted to cash on a timely basis in order to match insurer loss reimbursement needs. The FHCF's portfolios include only short-term, high quality and highly liquid fixed income securities. At the time of purchase, all investments must be rated by at least two of the three rating agencies, Moody's Ratings ("Moody's"), S&P Global Ratings ("S&P"), and Fitch Ratings ("Fitch"), except for money market mutual funds and repurchase agreements, which must have at least one rating. The minimum ratings for short-term investments are "P-1" by Moody's, "A-1" by S&P, and/or "F1" by Fitch. The minimum ratings for long-term investments are "A2" by Moody's, "A" by S&P, and/or "A" by Fitch. The FHCF’s intent is to have a short-term portfolio that can provide ready liquidity at a price approximating amortized cost. Limiting the duration of investments in the portfolios is one important way that this goal can be achieved. Permitted fixed income securities and their diversification limits along with duration restrictions are described below: FHCF Operating Funds – Liquidity Fund •U.S. Treasury securities and U.S. Government Agency securities (at least 60% of total portfolio market value) •Corporate debt securities (not more than 40% of total portfolio market value) •Not more than 35% of the total market value will be invested in a single federal agency or other Government-Sponsored Enterprise acting under federal authority •Repurchase Agreements collateralized at least 102% with U.S. Government, Agency, or Agency Mortgage Backed Securities (not more than 25% of total portfolio market value). •Final maturities shall not exceed 735 days, with the exception of commercial paper which shall not exceed 270 days •Maturities laddered with generally $600 million (par value) maturing each month; however, market conditions and timing of cash flows might lead to a temporary par value amount variance •At least $300 million (par value) must be kept with maturities within 7 business days •The maximum term for Repurchase Agreements shall not exceed one trading day As of February 29, 2024, the FHCF's Operating Funds – Liquidity Fund portfolio (which is a part of the Corpus of the FHCF) totaled $7.1 billion and had an average weighted average maturity of 230 days. 47 The FHCF Operating Funds – Liquidity Fund portfolio is currently 62% invested in U.S. Treasury and U.S. Government Agency securities and 38% invested in corporate securities. FHCF Operating Funds – Claims-Paying Fund •U.S. Treasury securities and U.S. Government Agency securities (at least 50% of total portfolio market value) •Corporate debt securities (not more than 50% of total portfolio market value) •Not more than 35% of the total market value will be invested in a single federal agency or other Government-Sponsored Enterprise acting under federal authority •Repurchase Agreements collateralized at least 102% with U.S. Government, Agency, or Agency Mortgage Backed Securities (not more than 15% of total portfolio market value) •Final maturities for Commercial Paper and Corporate Securities shall not exceed 45 days. Final maturities for all other securities shall not exceed 60 days. •The dollar weighted average maturity to reset of the portfolios shall not exceed 30 days, calculated using the interest rate reset period for any Variable Rate Obligations ("VROs"), and the dollar weighted average final maturity of the portfolios shall not exceed 30 days, calculated using the stated legal maturity for any VROs •The maximum term for Repurchase Agreements shall not exceed 30 days As of February 29, 2024, the FHCF's Operating Funds – Claims-Paying portfolio (which is a part of the Corpus of the FHCF) totaled $4.3 billion and had a weighted average maturity of 10 days. The FHCF Operating Funds – Claims Paying portfolio is currently 54% invested in U.S. Treasury and U.S. Government Agency securities and 46% invested in corporate securities. SBA Finance Corporation Series 2020A Portfolio •U.S. Treasury securities and U.S. Government Agency securities (at least 50% of total portfolio market value) •Corporate debt securities (not more than 50% of total portfolio market value) •Final maturities shall not exceed 185 days, with the exception of Repurchase Agreements which shall not exceed 30 days •The dollar weighted average maturity to reset of the portfolio shall not exceed 90 days, calculated using the interest rate reset period for any Variable Rate Obligations ("VROs"), and the dollar weighted average final maturity of the portfolios shall not exceed 90 days, calculated using the stated legal maturity for any VROs As of February 29, 2024, the SBA Finance Corporation Series 2020A portfolio (which consists of the remaining net proceeds of the 2020A Bonds and interest earnings thereon after the establishment of the transition account that holds funds for the July 1, 2025 maturity) totaled $2.3 billion and had a weighted average maturity of 24 days. The SBA Finance Corporation Series 2020A portfolio is currently 66% invested in U.S. Treasury and U.S. Agency securities and 34% invested in corporate securities (all maturing prior to the final maturity of the 2020A Bonds on July 1, 2030). SBA Finance Corporation Series 2020A Transition Portfolio •U.S. Treasury securities and U.S. Government Agency securities (at least 50% of total portfolio market value) 48 •Repurchase Agreements will not represent more than 15% of total portfolio market value •Corporate debt securities (not more than 50% of total portfolio market value) •Final maturities shall not exceed 180 days, with the exception of Repurchase Agreements which shall not exceed 30 days As of February 29, 2024, the SBA Finance Corporation Series 2020A Transition portfolio totaled $1.2 billion and had a weighted average maturity of 148 days. The SBA Finance Corporation Series 2020A Transition portfolio is currently 69% invested in U.S. Treasury and U.S. Agency securities and 31% invested in corporate securities (all maturing prior to the initial maturity of the 2020A Bonds on July 1, 2025). OVERVIEW OF FLORIDA PROPERTY AND CASUALTY INSURANCE MARKET General While the property insurance market in Florida is unique due to the State's geography and exposure to hurricanes, insurers have been impacted by litigation, fraud, and social inflation as well as by storm activity. As a result, insurance companies have faced a higher risk of losses in Florida compared to other states, which has made the property insurance market in Florida more volatile and a more challenging environment for insurers to profitably operate in. Based on data from the OIR, aggregate property insurance industry net income losses in Florida in 2021 and 2022 totaled $1.4 billion, while the industry had an aggregate net income gain of $319 million in 2023. In recent years, the Florida property insurance market has faced a number of challenges, including rising premiums, increased claims frequency, and a surge in fraudulent claims. In 2022, the State represented 14.9% of homeowners’ claims nationally, but 70.8% of homeowners’ lawsuits. In some cases, these challenges have led to insurance companies withdrawing from the market, resulting in concerns regarding homeowners’ access to insurance. The State has responded to these challenges with several statutory changes approved during special and regular legislative sessions in order to eliminate abusive litigation practices, curtail insured losses, and promote long-term market stability. See " - Recent Legislative Actions" below. Since October 2019, 10 property insurers writing approximately 441,000 aggregate policies in Florida have been declared insolvent by the OIR. Policies of insolvent companies are absorbed by other private insurers or Citizens, with liability for outstanding claims transferred to FIGA to ensure no disruption of payment of outstanding claims to policyholders. Displaced policies due to insurer insolvency represent less than 6% of the total Florida market. At the end of 2023, FIGA, utilizing a combination of bonds and loans secured by FIGA assessments, paid $1.5 billion out of total estimated $1.9 billion of obligations from insolvent insurers, consisting of claims and reimbursements of unearned premium to policyholders. As of December 31, 2023, there were approximately 7.5 million residential property insurance policies in Florida. The Florida residential market had total residential premium of $20.9 billion in 2023, representing approximately $3.7 trillion of insured property value. Based on the OIR data, the average cost of homeowner’s insurance in Florida (excluding condos and mobile homes) has increased from $2,204 in the fourth quarter of 2019 to $3,584 in the fourth quarter of 2023. Insurance companies in the State can be broadly categorized into four main groups: (i) large national carriers - e.g. Liberty Mutual, USAA; (ii) Florida-only subsidiaries of large national carriers - e.g. State Farm, Allstate, Travelers, and Nationwide all have Florida-only subsidiaries; (iii) stand-alone Florida-only companies that write business primarily in, or only in, Florida; and (iv) Citizens, the State-run insurer of last resort. In addition to these admitted market carriers, which are regulated as to premium rates and other matters by the OIR, surplus lines carriers, which 49 have unregulated rates and which are otherwise subject to less regulatory oversight by the OIR, also write residential property insurance in Florida. The dynamics of Florida's property and casualty insurance market are significantly influenced by the hurricane risks faced by the State. As a result, private insurance carriers, especially large national carriers, have long sought to manage their exposure in the State. As of December 31, 2023, the market consists mainly of smaller companies which write all or most of their business in Florida (about 55% of the market as measured by direct written premium for personal and commercial residential lines in the State) and Citizens writes approximately 15% of the direct written premium for personal and commercial residential lines in the State). Large national carriers and their Florida-only subsidiaries account for the other 30% of the direct written premium of personal and commercial residential lines in the State. Citizens absorbed policies from insolvent insurers and other private market insurers that had reduced their exposure in Florida. Due to legislative changes that have tempered litigation and new companies entering the market, Citizens’ policies peaked at 1.4 million in September 2023, and policy count has decreased to 1.2 million as of February 2024 (estimated 16% market share). In order to address the unique characteristics of its insurance market, the State has implemented a market framework designed to promote long-term market stability, including longstanding mechanisms and property insurance entities. FHCF, Citizens and FIGA all serve as distinct, yet integral, parts of a highly regulated marketplace. Regulation The insurance market in the State is primarily regulated by the OIR, which is responsible for regulating and overseeing the insurance industry in the State, including monitoring insurance company solvency, reviewing insurance rates and policies, and ensuring compliance with State insurance laws and regulations. The OIR is headed by Michael Yaworsky, who was confirmed by the Financial Services Commission as Insurance Commissioner on March 13, 2023. It is the responsibility of the OIR to levy Assessments when the need for an Assessment is certified by the SBA, and to verify the accurate and timely collection and remittance of Assessments. See "OPERATION OF THE FHCF – Collection of Assessments" herein. One of the key elements of the OIR's financial regulatory oversight of insurance companies operating in the State is a review of quarterly and annual financial statements which, among other important requirements, assures that an insurance company is maintaining minimum levels of capital and surplus sufficient to meet its financial obligations. Concurrently with ongoing financial monitoring, evaluation, and enforcement of financial solvency requirements, the OIR employs credentialed actuaries, actuarial analysts, and contract specialists to review and enforce policy forms and rate regulation. The OIR conducts an Annual Reinsurance Data Call and Catastrophic Stress Test to evaluate reinsurance programs that companies have in place. Results are used to estimate an insurer's surplus amounts following modeled storm events and determine if the insurer would be able to continue to meet its minimum surplus requirements. The Property Insurer Stability Unit (the "Stability Unit") of the OIR aids in the detection and prevention of property insurer insolvencies. The Stability Unit provides enhanced monitoring whenever the OIR identifies significant concerns about an insurer's solvency, rates, proposed contracts, claims 50 handling, litigation practices and outcomes, or any other issue related to compliance with the insurance code. Certain events outlined in the applicable statute trigger a referral to the Stability Unit, including rate increases above a certain percentage, notice from an insurer to the OIR of the insurer's intent to not renew more than 10,000 residential policies in a twelve-month period and an insurer failing to file timely financials. As of January 1, 2024, there were 19 insurers subject to the Stability Unit's enhanced monitoring. In addition to the OIR, there are other State agencies that may have some regulatory authority over specific types of insurance products. For example, the Florida Department of Agriculture and Consumer Services oversees the regulation of insurance policies related to agricultural businesses and products. Recent Legislative Actions To address many of the issues facing the Florida insurance market, the Florida Legislature has passed various laws aimed at maintaining a stable and healthy private property insurance market in the State. For example, in 2021, the Florida Legislature passed a bill that aimed to crack down on fraudulent insurance claims by increasing penalties for those who commit insurance fraud. Additionally, the State has also implemented measures to encourage insurers to stay in the market, such as providing tax credits and reducing regulatory burdens for insurers. In 2022, the Florida Legislature passed Senate Bill 1058 ("SB 1058"), which was signed into law by the Governor. SB 1058 added the definition of "unsound insurer" and allowed authorized insurers to provide coverage for policies of an unsound insurer through an assignment or an assumption of the unsound insurer's FHCF Reimbursement Contract. In addition, the definition of "Covered Policy" was amended beginning with the Contract Year ending May 31, 2024, to reflect treatment of collateral protection insurance. Over the last two years, the Florida Legislature passed a number of reforms to help improve the property insurance market. Among the measures passed were a prohibition against the assignment of benefits on all residential and commercial property insurance policies and the reinstatement of the civil offer of judgment statute for civil actions under a residential or commercial property insurance policy, which allows joint offers of settlement in property insurance litigation. To combat abusive litigation, one- way attorney fee statutes in Florida are no longer applicable to suits related to residential or commercial property insurance policies. Bad faith litigation cases are now limited by the requirement of an adverse adjudication that an insurer has breached an insurance contract before an insured can file bad faith litigation, and a safe harbor is provided within which an insurer may correct alleged bad faith acts and attempt settlement. The claim filing deadline was reduced from two (2) years to one (1) year for new or reopened claims, and from three (3) years to eighteen (18) months for a supplemental claim, and prompt pay laws shorten the times for investigation and payment of claims by insurers. Other statutory changes to address the property insurance market included increased thresholds for coverage, making policyholders ineligible for Citizens coverage if the difference in the cost of comparable private-market coverage is 20% or less, a requirement that Citizens’ rates must be actuarially sound and non-competitive with admitted market rates, and institution of flood insurance requirements for all Citizens policies, phasing in through 2027. The Legislature also provided for enhanced OIR oversight and established best practices for insurance claims handling processes. The State also created two temporary programs in 2022 to assist private market insurers in obtaining reinsurance for the 2022 and 2023 hurricane seasons, both of which were administered by the 51 SBA, but did not impact the coverage offered by the FHCF or its liabilities. The Reinsurance to Assist Policyholders ("RAP") Program was funded through an appropriation from the State's general revenue fund and offered insurers a $2 billion reimbursement layer of reinsurance for hurricane losses below the mandatory layer of the FHCF. All eligible insurers were required to participate in the RAP Program for one year (either in 2022-23 or 2023-24). Approximately $885 million of RAP coverage was utilized for the 2022 hurricane season, with the remaining $1.1 billion of coverage utilized for the 2023 hurricane season. The Florida Optional Reinsurance Assistance (“FORA”) Program offered insurers four layers of temporary reinsurance below the mandatory layer of the FHCF, with the total amount of coverage limited to $1 billion of funding provided from State general revenues plus the premiums paid to the program by participating insurers for the 2023 hurricane season. Some initial benefits of the legislative changes described above are already being felt in the State insurance market. Eight new property insurers have been approved to enter the property insurance market and Citizens' policy count and exposure is decreasing after transitioning over 275,000 policies and $113 billion of exposure back to the private market in 2023. FUTURE LEGISLATIVE AND REGULATORY CHANGES The FHCF is a tax-exempt trust fund created by the Act. The Florida Legislature has amended the Act more than 30 times since its original enactment in 1993. Future actions of the Florida Legislature could involve significant amendments to the Act or other aspects of Florida insurance law which could have an adverse impact on the FHCF’s financial position, operations, assessment base, or tax-exempt status. However, the Act includes covenants of the State of Florida to the effect that it will not: (i)limit or alter the rights of the FHCF and the Corporation to fulfill the terms of any agreements made with holders of the Corporation’s obligations, including holders of the 2024A Bonds, or (ii)impair in any way the rights and remedies of holders of the Corporation’s obligations, including holders of the 2024A Bonds, as long as such obligations of the Corporation remain outstanding unless adequate provision has been made for the payment of such obligations of the Corporation. The Act also includes the covenant of the State of Florida that it will not limit or alter provisions prohibiting the FHCF and the Corporation from filing a voluntary petition under Chapter 9 of the Federal Bankruptcy Code while such obligations, including the 2024A Bonds, are outstanding. Regardless of any potential future legislative activity, the FHCF’s ability to meet its obligations under the 2024A Bonds is protected by Article I, Section 10 of the Florida Constitution, which prohibits laws impairing the obligation of contracts. Therefore, based on the foregoing, any legislation that may be enacted in the future is not expected to have a material effect on the FHCF’s ability to meet future obligations with respect to the 2024A Bonds or the Outstanding Parity Obligations. 52 LITIGATION General There is no litigation of any nature now pending against the Corporation or the SBA, or, to the best knowledge of the Corporation and the SBA, threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the 2024A Bonds or in any way contesting or affecting the validity of the 2024A Bonds or any proceedings of the Corporation or the SBA taken with respect to the issuance or sale thereof. There is no litigation of any nature now pending against the Corporation or the SBA, or, to the best knowledge of the Corporation or the SBA, threatened, that in any way questions or affects the validity of the pledge or application of any moneys or security provided for the payment of the 2024A Bonds. Previous Litigation After the FHCF's inception in 1993 and until final resolution of the issues in 1996, the FHCF was challenged by over 40 insurance companies on a number of grounds in civil and administrative actions in the State. The Circuit Court of the Second Judicial Circuit in and for Leon County, Florida upheld the constitutionality of the FHCF under the State Constitution. This decision was affirmed by decision of the First District Court of Appeal on August 1, 1995. The State Supreme Court affirmed the decisions of the circuit court and the appellate court by opinion dated June 27, 1996 in American Bankers Insurance Company, et al. v. Chiles, 675 So.2d 922 (Fla. 1996) ("American Bankers"). As a result of American Bankers, the plaintiffs’ insurance companies dismissed all other civil and administrative actions. The constitutionality of the FHCF under the United States Constitution was challenged by the Vesta Insurance Company in federal district court. The federal district court upheld the constitutionality of the FHCF on October 25, 1996 in Vesta Fire Insurance Corporation, f/k/a Liberty National Fire Insurance Company, Vesta Insurance Corporation and Sheffield Insurance Corporation, Alabama corporations, Plaintiffs, v. State of Florida, Department of Insurance, William Nelson in his capacity as Insurance Commissioner, State Board of Administration, Ash Williams, Jr., in his capacity as Executive Director, Defendants. Validation Proceedings Pursuant to Florida Statutes In July 1996, the Corporation adopted a resolution authorizing the execution and issuance of not to exceed $10 billion in debt of the Corporation. The Act, as originally enacted, required that the Corporation validate the issuance of its bonds in the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida (the "Circuit Court"), pursuant to Chapter 75, Florida Statutes. During the 2006 Legislative Session ended May 5, 2006, the Act was amended to remove the validation requirement. On November 12, 1996, in connection with the original validation requirement, and pursuant to authority granted by the authorizing resolution, the Corporation filed a validation complaint in the Circuit Court. In accordance with the requirements of State law, the State Attorney for Leon County formally contested the validation, raising ten points in opposition. Several of the defenses asserted by the State Attorney were based upon the State Constitution including: (i) the FHCF was not properly created under Article III, Section 19(f)(1) of the State Constitution; (ii) the FHCF did not contain a sunset provision required by Article III, Section 19(f)(2) of the State Constitution; (iii) the Corporation's debt would pledge the State's credit in violation of Article VII, Sections 10 and 11(a) of the State Constitution; and (iv) the revenues of the Corporation were tax revenues pledged to the debt without voter approval. 53 Following a properly noticed hearing, the Circuit Court found in favor of the Corporation, specifically rejecting the State Attorney's constitutional objections. The Circuit Court determined that the FHCF had been properly created and was exempt from the sunset requirement pursuant to Article III, Section 19(f)(3) of the State Constitution. Moreover, after determining that receipts of the FHCF were not State tax revenues, the Circuit Court found that debt of the Corporation, a "legal entity separate and distinct from the State and its agencies," would be payable solely from receipts of the FHCF. Therefore, debt of the Corporation would not pledge the full faith and credit of the State and did not require voter approval. As then required by the Act, the State Attorney for Leon County filed a mandatory appeal directly with the State Supreme Court. In State of Florida, et al. v. Florida Hurricane Catastrophe Fund Finance Corporation, et al. (1997), the State Supreme Court affirmed the trial court's judgment. The proceedings described in this section and the "Previous Litigation" section above are dispositive of any material State constitutional questions that could have been raised as to the FHCF, the Corporation and the 2024A Bonds. As a result of certain material changes to the Master Indenture and the Pledge Agreement since the conclusion of the validation proceedings described above, no representation can be made that the 2024A Bonds have been validated by the Circuit Court. However, as a result of the amendment to the Act in 2006 removing the validation requirement, validation of the 2024A Bonds is no longer a prerequisite to the valid issuance of the 2024A Bonds under the Act. See "APPROVAL OF LEGALITY" herein and "APPENDIX E, FORM OF APPROVING OPINION." ENFORCEABILITY OF REMEDIES The remedies available to the holders of the 2024A Bonds upon an Event of Default under the Master Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay. Under the existing constitutional and statutory law and judicial decisions, including specifically the Federal Bankruptcy Code, the remedies specified in the Master Indenture and other remedies under applicable law may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2024A Bonds will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "PLEDGE AND SECURITY FOR 2024A BONDS—No Bankruptcy" herein for a discussion regarding the circumstances under which neither the FHCF nor the Corporation will have the ability to file a voluntary petition under Chapter 9 of the Federal Bankruptcy Code. TAX MATTERS General The following discussion is a summary of certain expected material federal income tax consequences of the purchase, ownership and disposition of the 2024A Bonds and is based on the Internal Revenue Code of 1986, as amended (the "Code"), the regulations promulgated thereunder, published rulings and pronouncements of the Internal Revenue Service ("IRS") and court decisions currently in effect. There can be no assurance that the IRS will not take a contrary view, and no ruling from the IRS, has been, or is expected to be, sought on the issues discussed herein. Any subsequent changes or interpretations may apply retroactively and could affect the opinion and summary of federal income tax consequences discussed herein. 54 The following discussion is not a complete analysis or description of all potential U.S. federal tax considerations that may be relevant to, or of the actual tax effect that any of the matters described herein will have on, particular holders of the 2024A Bonds and does not address U.S. federal gift or estate tax or (as otherwise stated herein) the alternative minimum tax, state, local or other tax consequences. This summary does not address special classes of taxpayers (such as partnerships, or other pass-thru entities treated as a partnerships for U.S. federal income tax purposes, S corporations, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, grantor trusts, former citizens of the U.S., broker-dealers, traders in securities and tax-exempt organizations, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be subject to branch profits tax or personal holding company provisions of the Code or taxpayers qualifying for the health insurance premium assistance credit) that are subject to special treatment under U.S. federal income tax laws, or persons that hold 2024A Bonds as a hedge against, or that are hedged against, currency risk or that are part of hedge, straddle, conversion or other integrated transaction, or persons whose functional currency is not the "U.S. dollar". This summary is further limited to investors who will hold the 2024A Bonds as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Code. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. As used herein, the term "U.S. Holder" means a beneficial owner of a 2024A Bond who or which is: (i) an individual citizen or resident of the United States; (ii) a corporation, partnership or other entity treated as a corporation for U.S. federal income tax purposes created or organized under the laws of the United States or any political subdivision thereof or therein; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of the source; or (iv) a trust, if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust validly elects to be treated as a U.S. person for U.S. federal income tax purposes. Partnerships holding 2024A Bonds, and partners in such partnerships, should consult their own tax advisors regarding the tax consequences of an investment in the 2024A Bonds, including their status as a U.S. Holder. As used herein, the term "Non-U.S. Holder" means a beneficial owner of a 2024A Bond that is not a U.S. Holder. THIS SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND DOES NOT DISCUSS ALL ASPECTS OF THE U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF 2024A BONDS IN LIGHT OF THE HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. PROSPECTIVE HOLDERS OF THE 2024A BONDS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE 2024A BONDS BEFORE DETERMINING WHETHER TO PURCHASE 2024A BONDS. THE FOLLOWING DISCUSSION IS NOT INTENDED OR WRITTEN TO BE USED TO AVOID PENALTIES THAT MIGHT BE IMPOSED ON THE TAXPAYER IN CONNECTION WITH THE MATTERS DISCUSSED THEREIN. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX IMPLICATIONS OF RECENTLY ENACTED LEGISLATION OR THE PURCHASE, OWNERSHIP OR DISPOSITION OF THE 2024A BONDS UNDER APPLICABLE STATE OR LOCAL LAWS, OR ANY OTHER TAX CONSEQUENCE. NON-U.S. HOLDERS SHOULD ALSO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES UNIQUE TO NON-U.S. HOLDERS. 55 Certain U.S. Federal Income Tax Consequences to U.S. Holders Periodic Interest Payments and Original Issue Discount. The 2024A Bonds are not obligations described in Section 103(a) of the Code. Accordingly, the stated interest paid on the 2024A Bonds or original issue discount, if any, accruing on the 2024A Bonds will be includable in "gross income" within the meaning of Section 61 of the Code of each owner thereof and be subject to federal income taxation when received or accrued, depending upon the tax accounting method applicable to such owner. Disposition of 2024A Bonds. An owner will recognize capital gain or loss on the redemption, sale, exchange or other taxable disposition of a 2024A Bond equal to the difference, if any, between the amount realized upon the disposition of such 2024A Bond (exclusive of any amount paid for accrued interest) and the owner's adjusted tax basis in the 2024A Bonds. Generally, a U.S. Holder's tax basis in the 2024A Bonds will be the owner's initial cost, increased by income reported by such U.S. Holder, including original issue discount and market discount income, and reduced, but not below zero, by any amortized premium. Any gain or loss generally will be a capital gain or loss and either will be long-term or short-term depending on whether the 2024A Bonds has been held for more than one year. The deductibility of capital losses is subject to certain limitations. Defeasance of the 2024A Bonds. Defeasance of any 2024A Bond may result in a reissuance thereof, for U.S. federal income tax purposes, in which event a U.S. Holder will recognize taxable gain or loss as described above. State, Local and Other Tax Consequences. Investors should consult their own tax advisors concerning the tax implications of holding and disposing of the 2024A Bonds under applicable state or local laws, or any other tax consequence, including the application of gift and estate taxes. PROSPECTIVE PURCHASERS OF THE 2024A BONDS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE FOREGOING MATTERS. Information Reporting and Backup Withholding Subject to certain exceptions, information reports describing interest income, including original issue discount, with respect to the 2024A Bonds will be sent to each registered holder and to the IRS. Payments of interest and principal may be subject to withholding under sections 1471 through 1474 or backup withholding under Section 3406 of the Code if a recipient of the payments fails to furnish to the payor such owner's social security number or other taxpayer identification number ("TIN"), furnishes an incorrect TIN, or otherwise fails to establish an exemption from the withholding or backup withholding tax. Any amounts so withheld would be allowed as a credit against the recipient's federal income tax. Special rules apply to partnerships, estates and trusts, and in certain circumstances, and in respect of Non- U.S. Holders, certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders A Non-U.S. Holder that is not subject to U.S. federal income tax as a result of any direct or indirect connection to the U.S. in addition to its ownership of a 2024A Bond, will not be subject to U.S. federal income or withholding tax in respect of such 2024A Bond, provided that such Non-U.S. Holder complies, to the extent necessary, with identification requirements including delivery of a signed statement under 56 penalties of perjury, certifying that such Non-U.S. Holder is not a U.S. person and providing the name and address of such Non-U.S. Holder. Absent such exemption, payments of interest, including any amounts paid or accrued in respect of accrued original issue discount, may be subject to withholding taxes, subject to reduction under any applicable tax treaty. Non-U.S. Holders are urged to consult their own tax advisors regarding the ownership, sale or other disposition of a 2024A Bond. The foregoing rules will not apply to exempt a U.S. shareholder of a controlled foreign corporation from taxation on the U.S. shareholder's allocable portion of the interest income received by the controlled foreign corporation. LEGALITY FOR INVESTMENTS By the terms of the Act, the 2024A Bonds are legal investments under the Act for all public bodies of the State, banks, trust companies, savings banks, savings associations, savings and loan associations, investment companies, administrators, executors, trustees, fiduciaries, insurance companies and associations, other persons carrying on an insurance business and all other persons who are now or may hereafter be authorized to invest in bonds or other obligations of the State. The 2024A Bonds also constitute eligible securities for deposit as collateral for the security of any State, county, municipal or other public funds. APPROVAL OF LEGALITY Legal matters incident to the authorization and validity of the 2024A Bonds are subject to the approving opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida. The form of opinion regarding the validity of the 2024A Bonds is attached to this Official Statement as "APPENDIX E, FORM OF APPROVING OPINION" and will be available at the time of delivery of the 2024A Bonds. The actual legal opinion to be delivered by Bond Counsel may vary from the text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or express any opinion concerning any of the matters referenced in the opinion subsequent to its date. Certain legal matters will be passed upon for the Corporation by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Special Counsel to the Corporation. Certain legal matters will be passed upon for the SBA and the FHCF by their respective in-house counsels and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, and for the Underwriters by Greenberg Traurig, P.A., Miami, Florida. RATINGS Moody's, S&P, Fitch, and Kroll Bond Rating Agency, LLC (“Kroll”) have assigned municipal long- term ratings of "Aa3" (stable outlook), "AA" (stable outlook ), "AA" (stable outlook ), and "AA" (stable outlook ), respectively, to the 2024A Bonds. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same, at the following addresses: Moody's, 7 World Trade Center at 250 Greenwich Street, New York, New York 10007; S&P, 55 Water Street, New York, New York 10041; Fitch, 33 Whitehall Street, New York, New York 10004; and Kroll, 805 Third Avenue, 29th Floor, New York, NY 10022. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies, if in the 57 judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2024A Bonds. AUDITED FINANCIAL STATEMENTS The financial statements of the FHCF for the Fiscal Years ended June 30, 2023, and June 30, 2022, and the report thereon of Crowe LLP are included in this Official Statement as "APPENDIX B, FINANCIAL STATEMENTS OF THE FLORIDA HURRICANE CATASTROPHE FUND FOR FISCAL YEARS ENDED JUNE 30, 2023 AND JUNE 30, 2022." Such statements speak only as of their date. The Corporation is treated as a blended component unit of the FHCF. Accordingly, it does not issue separate stand-alone audited financial statements. Accounts of the Corporation and results of its operations are blended with those of the FHCF for financial statement presentation purposes. The financial statements of the FHCF, including the report of Crowe LLP, have been included in this Official Statement as public documents, and the consent of Crowe LLP to include such documents in this Official Statement was not requested. Crowe LLP has not been engaged to perform and has not performed since the date of its report included herein as APPENDIX B, any procedures on the combined financial statements addressed in that report. Crowe LLP also has not performed any procedures relating to this Official Statement or any other prospectus or offering memorandum. FINANCIAL ADVISOR Raymond James & Associates, Inc., St. Petersburg, Florida is serving as Financial Advisor to the Corporation and the FHCF with respect to the sale of the 2024A Bonds. The Financial Advisor assisted in matters relating to the planning, structuring and issuance of the 2024A Bonds. Raymond James & Associates, Inc. did not engage in any underwriting activities with regard to the issuance and sale of the 2024A Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement and is not obligated to review or ensure compliance with the undertaking by the Corporation and the SBA to provide continuing secondary market disclosure. UNDERWRITING The 2024A Bonds are being purchased by Morgan Stanley & Co. LLC, on behalf of itself and BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Bank, National Association (collectively, the "Underwriters"). Subject to certain conditions set forth in a bond purchase agreement to be entered into between the Corporation and the Underwriters, the Underwriters have agreed to purchase the 2024A Bonds at a price of $997,603,716.57, which represents the par amount of the 2024A Bonds less an underwriting discount of $2,396,283.43. Morgan Stanley & Co. LLC, one of the Underwriters of the 2024A Bonds, has entered into a retail distribution arrangement with its affiliate, Morgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute securities to retail investors through the financial network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Barney LLC for its underwriting efforts with respect to the 2024A Bonds. BofA Securities, Inc., one of the Underwriters of the 2024A Bonds, has entered into a distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"). BofA 58 Securities, Inc. may distribute securities to MLPF&S, which may in turn distribute such securities to investors through the financial advisor network of MLPF&S. As part of this arrangement, BofA Securities, Inc. may compensate MLPF&S as a dealer for their selling efforts with respect to the 2024A Bonds. J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the 2024A Bonds, has entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab & Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL") for the retail distribution of certain securities offerings at the original issue prices. Pursuant to each Dealer Agreement, each of CS&Co. and LPL may purchase 2024A Bonds from JPMS at the original issue price less a negotiated portion of the selling concession applicable to any 2024A Bonds that such firm sells. Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association, which conducts its municipal securities sales, trading and underwriting operations through the Wells Fargo Bank, NA Municipal Finance Group, a separately identifiable department of Wells Fargo Bank, National Association, registered with the Securities and Exchange Commission as a municipal securities dealer pursuant to Section 15B(a) of the Securities Exchange Act of 1934. Wells Fargo Bank, National Association, acting through its Municipal Finance Group ("WFBNA"), one of the Underwriters of the 2024A Bonds, has entered into an agreement (the "WFA Distribution Agreement") with its affiliate, Wells Fargo Clearing Services, LLC (which uses the trade name “Wells Fargo Advisors”) ("WFA"), for the distribution of certain municipal securities offerings, including the 2024A Bonds. Pursuant to the WFA Distribution Agreement, WFBNA will share a portion of its underwriting or remarketing agent compensation, as applicable, with respect to the 2024A Bonds with WFA. WFBNA has also entered into an agreement (the “WFSLLC Distribution Agreement”) with its affiliate Wells Fargo Securities, LLC (“WFSLLC”), for the distribution of municipal securities offerings, including the 2024A Bonds. Pursuant to the WFSLLC Distribution Agreement, WFBNA pays a portion of WFSLLC’s expenses based on its municipal securities transactions. WFBNA, WFSLLC, and WFA are each wholly-owned subsidiaries of Wells Fargo & Company. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Corporation and to persons and entities with relationships with the Corporation, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Corporation (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Corporation. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. 59 CONTINUING DISCLOSURE The Corporation and the SBA, acting as the governing body and administrator of the FHCF, will undertake, for the benefit of the owners of the 2024A Bonds, to provide, or cause to be provided, certain financial information and operating data and to provide notices of certain enumerated events. Such financial information and operating data will be transmitted to the Municipal Securities Rulemaking Board (the "MSRB") using its Electronic Municipal Market Access system ("EMMA"). Event notices also will be transmitted to the MSRB using EMMA. The form of the undertaking is set forth in "APPENDIX F, FORM OF CONTINUING DISCLOSURE AGREEMENT." This undertaking is being made in order to assist the Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). In the past five years, neither the Corporation nor the SBA has failed, in any material respect, to make any filings required by their continuing disclosure undertakings. The Corporation has elected to use the Division of Bond Finance to perform its continuing disclosure filings. INFORMATION TECHNOLOGY SECURITY Similar to other large organizations, the State relies on electronic systems and information technologies ("IT") to conduct operations. Protecting the State’s IT infrastructure and data is essential to delivering government services. The FHCF, as part of the SBA, protects its data and IT infrastructure through a multifaceted cybersecurity strategy. The FHCF’s cybersecurity strategy includes a comprehensive set of security policies and procedures which are designed to guide staff in their cybersecurity responsibilities; a security awareness program, which educates staff on active cybersecurity threats and security best practices; and a risk-based threat and vulnerability management program, which is continuously monitored by a third- party service provider. Additionally, the FHCF has implemented access and authentication protocols, which include multi-factor authentication and industry standard encryption to protect data in transit and at rest. As a further precaution, the FHCF’s cybersecurity program is subjected to routine internal audits to evaluate the effectiveness of the program, as well as annual external audits and penetration testing to identify opportunities to improve its security posture. The FHCF’s cybersecurity strategy is supported by administrative and technical controls which assist in identifying potential threats and preventing attacks that may target the FHCF’s data and IT systems. In the event a cybersecurity issue arises, the FHCF has an incident response capability to quickly address such issues, including comprehensive plans and external services to assist with incident response, crisis communication, and breach notification management. ENVIRONMENTAL RISK MITIGATION AND RESILIENCY With more than 2,000 linear miles of coastline and relatively low elevations, weather and natural resources affect the State’s economy in a variety of ways. Economic activity attributable to in-migration and tourism represents a significant part of the State’s economy, and the State’s warm weather and beaches attract seasonal and permanent residents and tourists. In addition, a majority of the State’s residents live and work in coastal counties. Because of the State’s reliance on its natural resources to generate business and sustain in-migration, its economy and financial condition may be vulnerable to the impacts of environmental events, including hurricanes and inland and coastal flooding, as well as long-term environmental risks associated with climate change. 60 The State has dedicated leadership and a variety of resources that have enabled it to effectively respond to environmental events. The State has a demonstrated history of protecting and preserving valuable natural resources, mitigating the impacts of environmental risks on public and private property, and providing funding for projects to improve the State’s resilience. However, the frequency of environmental events, such as hurricanes, may increase on an annual basis according to models and forecasts. The State’s demographic and economic growth have steadily increased the value of property at risk from any single environmental event even as improvements in building codes, innovations in construction, and mitigation and resiliency efforts have reduced disaster mortality. Consequently, the magnitude of the impact from environmental risks on the State’s operations, economy, or financial condition is indeterminate and is unpredictable for future environmental events. There can be no assurance that such risks will not have an adverse effect on the operations, economy, or financial condition of the State. Environmental resiliency efforts are a joint responsibility of local government and state leadership. The State is taking a coordinated approach to maximize the benefit of mitigation efforts and to improve the State’s resilience to weather events, such as hurricanes, flooding, and sea level rise. Statewide resiliency efforts are directed and coordinated by the Statewide Office of Resilience within the Executive Office of the Governor, the Department of Environmental Projection (“DEP”), and the Division of Emergency Management (“DEM”). Additionally, the Chief Science Officer, housed within DEP, is charged with coordinating and prioritizing scientific data, research, monitoring, and analysis needs to ensure alignment with current and emerging environmental concerns most pressing to the State. The State has financial reserves available to cover response-related expenditures, and, in most cases, the State can request reimbursement from federal relief funds to pay for a portion of such expenditures. Further, upon a declaration of a state of emergency, State law provides the Governor broad spending authority to meet financial needs resulting from a disaster, including access to a $500 million Emergency Preparedness and Response Fund. Notwithstanding multiple hurricanes, State finances and the economy have only experienced temporary economic disruption. The State can respond to the impacts of environmental events through DEM which provides comprehensive, statewide planning for and response to both natural and manmade disasters, including floods and hurricanes. DEM coordinates its efforts with the federal government, State agencies, local governments, and private sector organizations. In addition to coordinating the State’s operational response activities during emergencies and disasters, DEM prepares and implements a statewide Comprehensive Emergency Management Plan that describes the basic strategies, assumptions, operational objectives, and mechanisms through which resources are mobilized and disaster assistance is provided. DEM routinely conducts extensive exercises to test State and county emergency response capabilities. The State has a singular, statewide, standard building code, which establishes requirements for all public and private buildings, structures, and facilities across the State. It is the minimum standard that all counties and municipalities are required to enforce. The code includes flood provisions that meet or exceed the federal flood insurance requirements and imposes more stringent requirements on construction in areas that are more susceptible to adverse impacts from hurricanes. State law limits development and imposes strict construction standards for most activities along the coastline and requires DEP to regulate coastal construction to protect the State’s coastline from construction that would be overly susceptible to environmental impacts. State law also requires local governments in coastal areas to have a “Peril of Flood” coastal management element in their comprehensive plans to reduce flood risk and eliminate unsafe development. Public entities are also required to conduct Sea Level Impact Projection (“SLIP”) studies 61 before undertaking building projects within the coastal building zones. Each SLIP study assesses the project’s risks of flooding, inundation, and wave damage based on appropriate flood mitigation strategies. The State works to reduce the impact of environmental events through a number of targeted programs. DEP and DEM administer several programs that offer technical assistance and funding related to flooding, sea level rise, and environmental impacts to Florida’s coastline. DEM also works with local governments to administer their local flood damage reduction regulations and provides technical assistance to improve their administration of local floodplain management and building code requirements and ensure compliance with development regulations. Due to their increasing frequency and severity, the impact of hurricanes on the State’s operation, economy, or financial condition is indeterminate and unpredictable. The FHCF was created to provide a stable and ongoing source of reimbursement to insurers and to provide resilience for the Florida insurance market. The risk of hurricanes is difficult to predict, however, Colorado State University forecasts named storms for each hurricane season. The table below shows the predictions from seasonal forecasters at Colorado State University for the last five hurricane seasons, along with the number of actual named storms that occurred in each season. Atlantic Hurricane Season Predicted Named Storms Actual Named Storms 2019 13 18 2020 16 30 2021 17 21 2022 19 14 2023 13 20 2024 23 - Source: Colorado State University SECONDARY MARKET There can be no assurance that there will be a secondary market for the purchase or sale of the 2024A Bonds, and there may be no market for the 2024A Bonds depending upon prevailing market conditions, the financial condition or market position of firms who make up the secondary market and the insurance landscape in the State. The Underwriters are not obligated to create a secondary market for the purchase or sale of the 2024A Bonds. The 2024A Bonds should therefore be considered long-term investments in which funds are committed to maturity. If such secondary market exists after the issuance of the 2024A Bonds, events such as decreases in benchmark interest rate indices, downward revisions or withdrawals of ratings on the 2024A Bonds, and general market turmoil, among others, may adversely affect the liquidity of the 2024A Bonds or the value of the 2024A Bonds on such secondary market. Owners of 2024A Bonds may experience a loss of value of such 2024A Bond prior to maturity. MISCELLANEOUS The references herein to the Act, the Master Trust Indenture, the Seventh Supplemental Indenture, the Ninth Supplemental Indenture, the Pledge Agreement, the 2024A Bonds,and other materials are brief 62 descriptions of certain provisions thereof. Such descriptions do not purport to be complete, and for full and complete statements of such provisions reference is made to such instruments, documents and other materials, copies of which are on file with the Corporation and at the principal corporate trust office of the Master Trustee. The information contained in this Official Statement has been compiled or prepared from information obtained from the Corporation, the SBA, the FHCF and other sources deemed to be reliable and, while not guaranteed as to completeness or accuracy, is believed to be correct as of the date of the Official Statement. Any statements involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. [Remainder of page intentionally left blank] S-1 The execution and delivery of this Official Statement have been duly authorized by the Corporation and the SBA as Administrator of and on behalf of the FHCF. STATE BOARD OF ADMINISTRATION FINANCE CORPORATION /s/ Gina Wilson President STATE BOARD OF ADMINISTRATION OF FLORIDA, as Administrator of and on behalf of the Florida Hurricane Catastrophe Fund /s/ Lamar Taylor Interim Executive Director and Chief Investment Officer [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A STATE OF FLORIDA – GENERAL INFORMATION [THIS PAGE INTENTIONALLY LEFT BLANK] A-1 APPENDIX A STATE OF FLORIDA – GENERAL INFORMATION The information contained in this Appendix is intended to provide an overview of certain of the State’s demographic and general economic data as well as information and data related to the Florida Retirement System, of which the Florida Hurricane Catastrophe fund is a participating employer, which might be of interest in connection with the foregoing Official Statement. All information contained herein has been obtained from sources, as cited throughout the Appendix, believed to be accurate and reliable. Estimates of future results are statements of opinion based on the most recent information available at the time such estimates were made, which was believed to be accurate. Such estimates are subject to risks and uncertainties which may cause actual results to differ materially from those set forth herein. DEMOGRAPHIC & ECONOMIC INFORMATION Population Florida ranks as the third most populous state, with an estimated population of 22.6 million as of April 1, 2023. This represents a slight 0.03% increase from April 1, 2022. Florida’s average annual population growth rate was 1.7% from 2000 to 2010, which exceeded the nation’s average annual population growth rate of 0.9% over the same period. However, Florida’s average annual population growthratedecreasedto 0.8% between 2011 and 2013, which was on pace with the U.S. average annual growth rate of 0.8% for the same time period. Beginning in 2015, Florida’s average annual population growth rate rebounded to 1.62%orhigherwhiletheU.S.averageannualgrowthrateremained at 0.74% or lower for the same time period, until Fiscal Year 2020-21 when Florida’s average annual population growth rate dipped to 1.49% (U.S. rate during that period not available yet). Typically, there are two drivers of population growth – natural increases (births minus deaths) and net migration (people moving into the state minus people moving out of the State). Historically, Florida’s population growth has been driven by positive net migration; however, net migration fell to record low levels during muchof 2008 and into 2009, during which period natural increase exceeded net migration. Net migration returned as a decisive factor beginning in 2016 as Florida’s population continues to increase. Population Change Florida and U.S.* Florida U. S. Year (in thousands)% change (in thousands)% change 2000**15,983 23.5%281,425 13.2% 2010 18,801 17.6 308,746 9.7 2020 21,538 14.6 331,449 7.4 2030 (projected)24,642 14.4 355,101 7.1 2040 (projected)26,598 7.9 373,528 5.2 Source: Office of Economic and Demographic Research, Demographic Estimating Conference held November 2023, and U.S. Census Bureau. *U.S. actual populations are as of April 1 of each year whereas projected populations as of July 1, and all Florida numbers are as of April 1 of each year. ** % change compared to population from 1990. (Remainder of page intentionally left blank) A-2 The age distribution of Florida’s population differs from that of thenationbecause Florida has a somewhat larger elderlypopulation and a slightly smaller working age population than the nation. Florida’s 2010population aged 65 or older was 17.3% of the State’s population and increased to 21.2% by 2020. Whereas the nation’s population aged 65 or older in 2010 was approximately 13.0% and 16.8% in 2020. Florida’s2010 working age population (18-64) was 61.4% of total population and declined to 59.4% in 2020, and by comparison, the working age population (18-64) in the US in 2010 was 62.9% of total population currently and 61.1% in 2020. Florida Population Age Trends 2010 Census 2020 Census 2030 Projected 2040 Projected Age Population % of total Population % of total Population % of total Population % of total 0-4 1,073,506 5.7%1,030,284 4.8%1,289,709 5.2%1,315,865 5.0% 5 to 17 2,928,585 15.6%3,168,671 14.7%3,421,212 13.9%3,667,511 13.8% 18-24 1,739,657 9.3%1,820,715 8.5%2,039,240 8.3%2,100,414 7.9% 25-44 4,720,799 25.1%5,229,071 24.3%6,126,438 24.9%6,340,389 23.9% 45-64 5,079,161 27.0%5,721,420 26.6%5,652,923 23.0%6,226,593 23.5% 65+3,259,602 17.3%4,568,026 21.2%6,058,930 24.6%6,887,106 26.0% Total 18,801,310 21,538,187 24,588,452 26,537,878 Source: Office of Economic and Demographic Research, FL Demographic Estimating Conference February 2023. Florida’s Gross Domestic Product Florida’s Gross Domestic Product (“GDP”) represents the value of goods and services produced by the State and serves as a broad measure of the State’s economy. According to the U.S. Bureau of Economic Analysis (BEA), Florida’s GDP for 2021 was estimated at $1,012 billion, which is approximately 7.8% higher than 2020 GDP of $938 billion. Private industry accounted for 90% of Florida’s 2021 GDP and government accounted for the remaining 10%. Real estate and rental/leasing was the largest single industry, accounting for 18% of Florida’s 2021 GDP. Tourism is not treated as a separate industry sector but remains an important aspect of the Florida economy. Its financial impact is reflected in a broad range of market sectors, such as transportation, communications, retail trade and services, and in State tax revenues generated by business activities which cater to visitors, such as hotels, restaurants, admissions, and gift shops. According to the Florida Economic Estimating Conference, approximately 134 million people visited the State in 2022, a 4% increase from approximately 129 million visitors in 2019. A majority of the tourism-related industries are in the leisure and hospitality industry sector of the Florida economy, and, according to the BEA, the leisure and hospitality industry was responsible for approximately 5.1% of Florida’s GDP in 2021. (Remainder of page intentionally left blank) A-3 The following table compares the components of the State’s GDP over the period shown. Florida’s Gross Domestic Product by Major Industry (millions of chained 2012 dollars)1 Industry2 2016 % of Total 2021 % of Total Agriculture, forestry, fishing and hunting……………….$8,088 0.9%$6,301 0.6% Mining………………………………………………………1,448 0.2 1,506 0.1 Utilities……………………………………………………... 15,369 1.7 15,465 1.5 Construction………………………………………………. 38,309 4.3 46,736 4.6 Manufacturing…………………………………………….. 47,769 5.4 56,071 5.5 Wholesale trade…………………………………………... 63,196 7.2 69,888 6.9 Retail trade………………………………………………... 67,149 7.6 75,393 7.5 Transportation and warehousing……………………….. 27,244 3.1 26,294 2.6 Information…………………………………………………42,537 4.8 54,286 5.4 Finance and insurance…………………………………... 46,803 5.3 62,608 6.2 Real estate and rental and leasing……………………... 153,218 17.4 183,443 18.1 Professional, scientific, and technical services……….. 64,166 7.3 81,846 8.1 Management of companies and enterprises………….. 14,320 1.6 22,436 2.2 Administrative and waste management services……... 34,150 3.9 44,793 4.4 Educational services……………………………………...9,476 1.1 8,688 0.9 Health care and social assistance………………………77,105 8.7 86,648 8.6 Arts, entertainment and recreation……………………... 13,942 1.6 13,831 1.4 Accommodation and food services…………………….. 37,948 4.3 37,902 3.7 Other services, except government…………………….. 22,253 2.5 21,127 2.1 Government……………………………………………….. 97,722 11.1 96,327 9.5 Total………………………………………………………... $882,212 $1,011,585 Source: U.S. Department of Commerce, Bureau of Economic Analysis (March 2022). 1A measure of real output and prices using 2012 as the base year and applying annual - weighted indexes to allow for changes in relative prices and associated purchasing patterns over time, as developed by the Bureau of Economic Analysis. 2According to the U.S. Department of Labor, Federal Bureau of Labor Statistics, the leisure and hospital industry sector consists of (i) the arts, entertainment and recreation industry, and (ii) the accommodations and food service industry. According to the Florida Department of Business and Professional Regulation, as of September 30, 2022, there were 61,318 food service establishments licensed by the state with seating capacity of 4,374,324, and 67,143 lodging establishments licensed by the state with 1,990,385 total units. According to the Florida Department of Environmental Protection, visitors to the State’s public parks and recreation areas totaled 28.7 million for Fiscal Year 2021, a 15.4% increase from the prior fiscal year. Transportation of goods and passengers is facilitated by Florida’s integrated transportation system. According to the Florida Department of Transportation, the State has approximately 123,488 miles of public roads, 2,746 miles of railroad track, AMTRAK passenger train service, 20 commercial airports, 15 deep water seaports, 8 active spaceports, and 30 urban transit systems. According to the Federal Aviation Administration (FAA), based on calendar year 2021 FAA enplanements numbers, five Florida airports were among the top 50 in the U.S. In 2021, agriculture, forestry and fishing constituted only approximately 1% of GDP. However, according to the U.S. Department of Agriculture, in 2020, the State ranked 1st in production of oranges, sugar cane, grapefruit, fresh market tomatoes, and watermelons and ranked 2nd for production of strawberries. (Remainder of page intentionally left blank) A-4 Constructionactivity,whichconstitutedapproximately4.6% of Florida’s 2021 GDP, is another factor to consider in analyzing the State’s economy. The following table shows housing starts and construction values over the most recent 10-year period available. Florida Housing Starts and Construction Value1 Housing Starts Construction Value (thousands)(millions of current dollars) Year Single Family Multi- Family Single Family Multi- Family Non- Residential Total 2014 53.5 39.2 $17,083.2 $4,673.6 $15,832.2 $37,589.0 2015 64.4 49.6 20,682.5 7,507.8 19,870.8 48,061.1 2016 71.2 52.8 22,758.1 9,536.7 24,180.3 56,475.1 2017 80.0 50.5 25,036.1 9,818.1 28,135.3 62,989.5 2018 91.0 53.5 27,821.0 9,191.9 30,125.8 67,138.7 2019 94.8 68.4 29,160.7 9,527.4 30,838.6 69,526.7 2020 111.5 61.8 32,820.2 11,083.6 32,095.2 75,999.0 2021 141.2 93.3 43,102.7 10,601.3 33,530.6 87,234.6 2022 124.7 110.7 38,640.1 16,330.9 40,427.5 95,398.5 2023 116.2 104.6 34,585.7 19,228.4 44,597.4 98,411.5 ____________ Source: Office of Economic and Demographic Research, the Florida Legislature. 1 Data is subject to revision on a monthly basis for up to five years. Employment As shown below, total employment in Florida increased from 10.2 million in Fiscal Year 2022 to 10.6 million in Fiscal Year 2023, with the unemployment rate decreasing from 3.6% to 2.7%, not far from the lowest recorded rate in modern times of 2.4% recorded in first half of 2006. Prior to Fiscal Year 2020 and the COVID-19 pandemic, the unemployment rate decreased each year for nine consecutive years. Florida’s unemployment rate historically trends in line with the nation’s unemployment rate but was notable lower than the national rates in the most recent two Fiscal Years 2022 and 2023. Unemployment Rate Florida vs. U.S. Annual Average Total Civilian Labor Force Total Employment Unemployment Rate Fiscal Year (in thousands)(in thousands)(percent) Florida U.S.Florida U.S Florida U.S. 2013-14 9,497.9 155,500.0 8,869.7 145,000.0 6.6%6.8% 2014-15 9,597.0 156,600.0 9,046.0 147,700.0 5.7 5.7 2015-16 9,729.1 158,000.0 9,243.8 150,100.0 5.0 5.0 2016-17 9,967.3 159,800.0 9,492.5 152,400.0 4.8 4.7 2017-18 10,161.7 161,100.0 9,763.3 154,500.0 3.9 4.1 2018-19 10,185.2 162,700.0 9,834.8 156,500.0 3.4 3.8 2019-20 10,222.2 162,600.0 9,652.4 152,900.0 5.7 6.0 2020-21 10,186.4 160,600.0 9,503.1 149,500.0 6.7 6.9 2021-22 10,578.7 162,900.0 10,201.5 156,100.0 3.6 4.2 2022-23 10,884.7 165,600.0 10,594.9 159,700.0 2.7 3.5 Source: Office of Economic and Demographic Research, Florida Economic Estimating Conference held December 19, 2023, and National Economic Estimating Conference held December 18, 2023. A-5 As shown below, the total number of non-agricultural jobs in Florida increased 17.8% from 2017 to 2022. At the same time, total U.S. non- agricultural jobs increased 8.3%. In 2022, the healthcare and social assistance was the largest industry in Florida, accounting for 10.5% of all non- farm jobs. Composition of Nonagricultural Employment Florida and the Nation (In thousands) 2017 2022 Florida United States Florida United States Industry1 # of Jobs % of Total # of Jobs % of Total # of Jobs % of Total # of Jobs % of Total Forestry, fishing, and related activities 61.3 0.5 938.3 0.5 62.7 0.4 966.8 0.5 Mining 23.5 0.2 1,320.9 0.7 17.2 0.1 1,050.2 0.5 Utilities 25.5 0.2 590.8 0.3 27.9 0.2 605.6 0.3 Construction 713.7 5.9 10,558.0 5.4 888.0 6.3 11,867.8 5.7 Manufacturing 409.0 3.4 13,233.2 6.8 457.1 3.2 13,523.7 6.4 Wholesale trade 390.1 3.2 6,491.9 3.4 447.8 3.2 6,757.3 3.2 Retail trade 1,314.8 10.9 19,344.1 10.0 1,378.1 9.8 19,510.3 9.3 Transportation and warehousing 492.5 4.1 7,996.7 4.1 835.3 5.9 11,473.5 5.5 Information 180.8 1.5 3,404.5 1.8 213.0 1.5 3,861.9 1.8 Finance and Insurance 708.7 5.9 10,250.3 5.3 1,038.4 7.4 12,982.3 6.2 Real estate and rental and leasing 772.1 6.4 9,203.7 4.7 1,057.3 7.5 11,832.2 5.6 Professional, scientific, and technical services 854.8 7.1 13,849.2 7.1 1,109.0 7.9 15,978.4 7.6 Management of companies and enterprises 133.0 1.1 2,568.7 1.3 178.7 1.3 2,953.8 1.4 Administrative and waste management services 979.2 8.1 12,213.6 6.3 1,125.9 8.0 13,058.3 6.2 Educational services 233.4 1.9 4,727.4 2.4 260.5 1.8 4,885.7 2.3 Health care and social assistance 1,323.4 11.0 22,215.3 11.5 1,483.5 10.5 23,545.5 11.2 Arts, entertainment, and recreation 358.0 3.0 4,518.6 2.3 377.0 2.7 4,457.3 2.1 Accommodation and food services 1,048.4 8.7 14,788.4 7.6 1,099.9 7.8 14,750.3 7.0 Other services, except government 794.7 6.6 11,065.5 5.7 905.5 6.4 11,616.1 5.5 Government 1,201.6 10.0 24,493.0 12.6 1,194.6 8.5 24,198.0 11.5 Total 12,018.4 193,772.1 14,157.4 209,875.0 Source: US Department of Commerce, Bureau of Economic Analysis (September 2023). 1 According to the U.S. Department of Labor, Federal Bureau of Labor Statistics, the leisure and hospital industry sector consists of (i) the arts, entertainment and recreation industry, and (ii) the accommodations and food service industry. Income Historically, Florida's total personal income has grown at rates similar to those of the U.S. and the other southeastern states. The following table shows total and per capita personal income for the U.S., the Southeast, and Florida for 2014 through 2023. Over this period, Florida's total personal income grew by approximately 82% and per capita income increased approximately 59%. For the Nation and the Southeast, total personal income increased by 55% and 62%, respectively, while per capita income grew 48% and 50%, respectively, over the same time period. Total and Per Capita Personal Income U.S., Southeast and Florida Total Personal Income Per Capita Personal Income (in millions of current dollars)(in current dollars) Year U.S.Change S.E. Change Florida Change U.S. Change S.E.Change Florida Change 2014 $14,778,160 n/a $3,326,261 n/a $848,535 n/a $46,287 n/a $40,962 n/a $42,865 n/a 2015 15,467,113 4.7%3,493,964 5.0%905,451 6.7%48,060 3.8%42,618 4.0%44,945 4.9% 2016 15,884,741 2.7%3,598,072 3.0%938,986 3.7%48,971 1.9%43,437 1.9%45,720 1.7% 2017 16,658,962 4.9%3,786,490 5.2% 1,011,002 7.7%51,004 4.2%45,300 4.3%48,439 5.9% 2018 17,514,402 5.1%3,978,127 5.1% 1,078,011 6.6%53,309 4.5%47,228 4.3%51,009 5.3% 2019 18,343,601 4.7%4,189,538 5.3% 1,145,461 6.3%55,547 4.2%49,379 4.6%53,640 5.2% 2020 19,609,985 6.9%4,480,458 6.9% 1,221,122 6.6%59,151 6.5%52,446 6.2%56,556 5.4% 2021 21,392,812 9.1%4,950,935 10.5% 1,376,880 12.8%64,427 8.9%57,602 9.8%63,071 11.5% 2022 21,820,248 2.0%5,102,324 3.1% 1,441,599 4.7%65,473 1.6%58,784 2.1%64,804 2.7% 2023 22,952,028 5.2%5,396,159 5.8% 1,543,132 7.0%68,531 4.7%61,546 4.7%68,248 5.3% Source: U.S. Department of Commerce, Bureau of Economic Analysis (accessed April 1, 2024). A-6 The following table shows Florida personal income and earnings by major source for calendar years 2018 and 2023. Total Income in Florida has increased approximately 43.1% over the five-year period. Increases and decreases in income varied across industries, with utilities, transportation and warehousing, and professional and technical services realizing the largest percentage increases. Florida Personal Income and Earnings by Major Source: 2018 vs. 2023 (thousands of current dollars) Non-Farm Earnings by Industry*2018 % Total 2023 % Total Private: Forestry, fishing and other $1,901,637 0.2%$2,342,557 0.2% Mining 407,240 0.0%620,048 0.0% Utilities 4,849,097 0.4%8,413,094 0.5% Construction 44,274,167 4.1%62,926,918 4.1% Manufacturing 30,493,867 2.8%44,375,492 2.9% Wholesale Trade 34,833,869 3.2%50,764,709 3.3% Retail Trade 46,908,940 4.4%65,324,285 4.2% Transportation & Warehousing 23,768,077 2.2%39,884,222 2.6% Information 17,572,068 1.6%20,245,767 1.3% Finance and insurance 46,282,611 4.3%69,652,104 4.5% Real estate and rental and leasing 17,441,139 1.6%20,926,514 1.4% Professional and technical services 63,425,120 5.9%107,196,519 6.9% Management of companies and enterprises 14,839,792 1.4%22,291,114 1.4% Administrative and waste services 37,152,816 3.4%55,452,609 3.6% Educational services 9,106,986 0.8%12,933,871 0.8% Health care and social assistance 79,394,515 7.4%110,884,889 7.2% Arts, entertainment and recreation 12,017,513 1.1%18,676,711 1.2% Accommodation and food services 31,025,777 2.9%46,225,299 3.0% Other services, except public administration 27,861,944 2.6%37,741,867 2.4% Total Private 543,557,175 50.4%796,878,589 51.6% Government & government enterprises 90,421,186 8.4%111,657,674 7.2% Total Non-Farm Earnings 633,978,361 58.8%908,536,263 58.9% Farm Earnings*2,378,289 0.2%2,233,146 0.1% Total Earnings*636,356,650 59.0%910,769,409 59.0% Other Income: plus: Dividends, Interest & Rent 308,529,763 28.6%442,117,503 28.7% plus: Personal current transfer receipts 203,449,009 18.9%293,679,709 19.0% plus: Adjustment for residence 3,520,702 0.3%4,097,833 0.3% Less: Contributions for social insurance (73,845,538)(6.9)%(107,532,764)(7.0)% Total Other Income 441,653,936 41.0%632,362,281 41.0% Total Personal Income and Earnings $1,078,010,586 100.0%$1,543,131,690 100.0% * Includes employer supplements to wages and salaries (for pensions, insurance, and government social insurance) and proprietors' income. Source: U.S. Department of Commerce, Bureau of Economic Analysis (March 2024). A-7 International Trade Florida’s location lends itself to international trade and travel. Florida was the 6th largest exporter in the nation in 2022. The State’s international merchandise trade (imports and exports) reached an all-time record of $190 billion in 2022, which was an increase of 15.6% when compared to 2021. The State’s trade with the world has grown by more than 40% since 2020. The State’s top five exports for 2022 were aircraft, telecommunications equipment, data processing machines, vehicles, and vaccines. The top imports for that year were vehicles, repairs and returns, refined copper and alloys, gold, and fish. Florida’s top trading partners for 2022 were Brazil, China, Chile, Colombia, and the Dominican Republic. Florida's International Trade (in billions) Year Exports % Change Imports % Change 2012 $90,360 4.2%$71,833 15.1% 2013 85,460 (5.4)73,119 1.8 2014 81,776 (4.3)71,228 (2.6) 2015 73,305 (10.4)73,797 3.6 2016 67,840 (7.5)74,731 1.3 2017 70,220 3.5 77,432 3.6 2018 73,483 4.6 80,012 3.3 2019 72,113 (1.9)81,299 1.6 2020 59,436 (17.6)75,575 (7.0) 2021 2022 74,951 86,999 26.1 16.1 89,340 102,953 18.2 15.2 Source: Enterprise Florida, Florida International Trade Summary 2022. Primary Sources of Sales Tax The following tables illustrate taxable sales by category of expenditure over the most recent 10-year period and compare the top 25 types of businesses generating sales tax revenues in the most recent fiscal year available to five years prior. Florida Taxable Sales and Sales Tax Liability by Category Fiscal Years ended June 30 (in millions) Fiscal Consumer Non-durables Recreation/Tourism Other Consumer Durables Autos & Accessories Other Building Investment Business Investment Year Sales Taxes Sales Taxes Sales Taxes Sales Taxes Sales Taxes Sales Taxes 2014 $77,019 $4,607 $107,834 $6,515 $59,686 $3,568 $23,232 $1,387 $20,106 $1,200 $65,634 $3,844 2015 83,645 5,000 114,018 6,883 65,521 3,910 25,128 1,498 22,055 1,318 70,641 4,140 2016 88,351 5,299 115,432 7,003 70,257 4,213 26,276 1,576 23,835 1,432 76,193 4,446 2017 92,551 5,529 121,002 7,301 73,918 4,416 26,683 1,529 25,497 1,524 80,974 4,746 2018 98,416 5,887 125,731 7,600 76,540 4,573 27,797 1,662 27,354 1,637 87,654 5,108 2019 103,668 6,201 131,458 7,929 78,952 4,722 27,908 1,668 29,394 1,761 96,766 5,590 2020*92,815 5,516 127,543 7,709 79,078 4,713 26,797 1,603 29,720 1,778 98,372 5,663 2021 90,096 5,413 145,244 8,779 96,092 5,760 31,819 1,905 33,147 1,990 104,136 5,998 2022 131,233 7,873 187,785 11,363 113,417 6,788 35,873 2,146 42,258 2,533 122,199 7,037 2023 141,888 8,484 201,796 12,187 120,332 7,189 35,303 2,110 44,711 2,668 135,793 7,820 Source: Office of Economic and Demographic Research (April 2024). * Fiscal Year 2020 sales decreased or remained flat when compared to Fiscal Year 2019, which was largely caused by the economic impacts from business restrictions enacted in response to the COVID-19 pandemic. A-8 State Sales Tax Collections by Top 251 Business Types Fiscal Years Ended June 30 Type of Business 2019 2023 General Merchandise Stores, Survival Kits $3,733,042,731 $7,801,503,380 Motors Vehicle Dealers, Trailers, Campers 3,983,052,958 5,914,516,315 Restaurants, Lunchrooms, Catering Service 2,741,426,248 4,396,765,448 Lease or Rentals of Office Space and Commercial Retails 1,914,079,934 2,861,224,166 Hotels, Rooming Houses, Apartments, Tourist Courts 1,740,859,681 2,796,293,068 Lumber and Building Materials, Prefab Buildings 1,327,640,700 2,372,832,392 Wholesale Dealers 1,096,314,329 2,132,425,674 Grocery Stores 1,339,530,240 2,118,475,730 Admissions, Amusement & Recreation Services 1,055,549,685 1,568,393,157 Clothing Stores, Alterations 1,004,353,432 1,373,468,665 Manufacturing, Processing, Mining 761,878,878 1,301,714,417 Furniture Stores, New and Used 592,774,104 891,782,974 Utilities, Electricity or Gas 559,213,818 860,727,980 Music Stores, Radio, Television, Consumer Electronics, Computers 625,492,588 799,463,151 Auto Accessories, Tires, Parts, (Trailers) Auto 367,631,563 621,187,663 Garages, Auto Paint and Body Shops 345,818,769 616,401,114 Rental of Tangible Personal Property 414,951,221 564,188,826 Communications, Telephone, Telegraph, Radio & Television Stations 273,979,647 501,543,067 Hardware, Paints, Light Machinery, Bicycle 217,446,341 364,354,865 Taxable Services 202,647,511 301,291,611 Building Contractors (Roads and Realty)248,257,420 300,558,569 Insurance, Banking, Savings and Loan Research 211,607,714 272,538,375 Motorboats, Yachts, Marine Parts, Accessories 166,251,928 270,905,161 Repair of Tangible Personal Property 162,921,396 258,717,676 Industrial Machinery 158,880,883 257,010,152 Source: Florida Department of Revenue, Office of Tax Research. 1 Top 25 business types as of 2023. 2 Includes sales and use tax portion of Communications Service Tax. (Remainder of page intentionally left blank) A-9 FLORIDA RETIREMENT SYSTEM (Source: Florida Department of Management Services, Division of Retirement, except as otherwise indicated.) General.The FloridaRetirement System (“FRS”) was establishedbytheFloridaLegislatureeffectiveDecember 1, 1970, pursuant to Chapter 121, Florida Statutes (the “Act”) by consolidating the state’s existing State-administered retirement systems into one system. In addition to Chapter 121, the FRS is governed by Article X, Section 14 of the State Constitution, which prohibits increasing benefits without concurrently providing for funding the increase on a sound actuarial basis. The FRS provides retirement, disability, and death benefits for participating public employees. The FRS is a cost-sharing, multiple-employer, retirement plan. The FRS Defined Benefit Program (also referred to as the FRS Pension Plan) is administered by the Division of Retirement in the Department of Management Services (“DMS”). The assets of the FRS Pension Plan are held in the FRS Trust Fund and are invested by the State Board of Administration. The FRS Investment Plan was created by the Florida Legislature as a defined contribution plan alternative to the FRS Pension Plan and is administered by the State Board of Administration. In addition to these two primary, integrated programs there are non-integrated defined contribution plan alternatives available to targeted employee groups in the State University System, the State Community College System, and members of the Senior Management Service Class. In the FRS Pension Plan, a monthly benefit is paid to retired employees in a fixed amount calculated at the time of retirement as determined by a statutory formula. The amount of the monthly benefit is generally based on the years of service credits and salary. The benefit is paid to the retiree for life and, if applicable, a survivor benefit is paid to the designated beneficiary at the death of the retiree. In the FRS Investment Plan, the employee’s benefit is comprised of the accumulated required contributions and investment earnings on those contributions. Instead of guaranteed benefits based on a formula, the contributions to the member account are guaranteed by the plan and the investment risk is assumed by the employee. Since theemployer’s obligation to make contributions to the FRS Investment Plan does not extend beyond the required contribution from current payroll, the employer’s funding obligation for a Defined Contribution Plan is fully funded as long as these contributions are made. FRS membership is compulsory for employees working in regularlyestablishedpositionsforastateagency,county governmental unit, district school board, state university, state college or participating city, independent special district, charter school or metropolitan planning district, except for retirees initially reemployed on or after July 1, 2010, who may not be enrolled. As of June 30, 2022, The State’s allocable portion of FRS Contributions was approximately 16.4%. There are five classes of plan membership: Regular Class, Special Risk Class, Special Risk Administrative Support Class,Elected Officers' Class ("EOC"), and Senior Management Service Class ("SMSC"). For members initially enrolled in the FRS on or after January 1, 2018, enrollees who do not make an initial selection will default into the FRS Investment Plan, except for Special Risk Class, which will continue to default into the FRS Pension Plan. Elected officials who are eligible to participate in the EOC may elect to withdrawfromtheFRSaltogetherorchoosetoparticipate in the SMSC in lieu of the EOC. Regular Class membership covers any position that is not designated to participate in any other membership class. (Remainder of page intentionally left blank) A-10 Participation by cities, municipalities, special districts, charter schools, and metropolitan planning districts although optional, is generally irrevocable once the election to participate is made. As of June 30, 2023, there were 991 participating employers enrolling new members and 44 participating employers closed to new FRS membership with grandfathered FRS members, and 1,247,454 individual members, as follows: Retirees & Beneficiaries . . . . . . . .. . 455,6011 Terminated Vested Members . . . .. . 117,809 DROP Participants . . . . . . . . . . . . . . 27,767 Active Vested Members . . . . . . . . . . 468,176 Active Non-vested members . . . .. . 178,101 TOTAL . . . . . . . . . . . . . . . . . . .. . 1,247,4542 ___________ 1Excludes Teachers’ Retirement System Survivors’ Benefit ("TRS- SB"), General Revenue payment recipients and FRS Investment Plan members who received a distribution. 2Includes FRS Pension Plan and Investment Plan members. Benefits.Retirement benefits under the FRS Pension Plan are computed using aformulacomprised ofageand/or years of serviceat retirement, averagefinal compensation andtotalpercentagebasedon theaccrual value by plan or membership class of service credit. Chapter 2011-68, Laws of Florida, became law on July 1,2011. Chapter 2011-68createdsignificant reforms tothe FRS, most notably by requiring that FRS members contribute to the FRS and by establishing a “two-tier” benefit system with less generous benefits for employees who became members of the FRS on or after July 1, 2011 (“Post-July 2011 Members”), as compared to those provided to employees who were members of the FRS prior to July 1, 2011 (“Pre- July 2011 Members”). FRS Pension Plan members receive one month of service credit for each month in which any salary is paid. Pre- July 2011 Members vest after six years of service for all membership classes and Post-July 2011 Members vest after eight years of service for all membership classes. Members vest after eight years for non-duty related disability benefits. After they are vested, members are eligible for normal retirement when they have met the minimum age or service requirements for their membership class. For Pre-July 2011 Members of the Regular Class, SMSC and the EOC, normal retirement is age 62 and vested, or 30 years of service regardless of age, and age 65 and vested, or 33 years of service regardless of age for Post-July 2011 members. For Members of the Special Risk Class, normal retirement is age 55 and vested, or 25 years of service regardless of age. Early retirement may be taken any time after vesting subject to a 5% benefit reduction for each year prior to normal retirement age. Summary of FRS Pension Plan Benefits . Vesting Period Regular Class, SMSC, EOC Special Risk Class Pre-July 2011 Members 6 years 62 years old or 30 years of service 55 years old or 25 years ofservice Post-July 2011 Members 8 years 65 years old or 33 years of service 55 years old or 25 years ofservice A-11 Members with an effective retirement date (includes DROP participation) before August 1, 2011, receive a 3% post-retirement COLA and members with an effective retirement date or DROP begin date on or after August 1, 2011, receive an individually calculated COLA based on the total years of service before July 1, 2011, by the total years of service at retirement, and then multiplying the result by 3% to get the retiree’s COLA. Members initially enrolled on or after July 1, 2011, will not have a post-retirement COLA. The average final compensation used in calculating retirement benefits is the highest five fiscal years for Pre-July 2011 Members and the highest eight fiscal years of salary for Post-July 2011 Members. FRS Pension Plan members who reach normal retirement may participate in the Deferred Retirement Option Program(“DROP”),which allows amember toeffectively retirewhiledeferringtermination andto continue employment for up to 96 months (or 120 months for some instructional personnel under certain conditions). The retirement benefit is calculated as of the beginning of DROP participation and no further service is accrued. During DROP participation the member’s retirementbenefitsaccumulateintheFRSTrustFund,earningmonthly interest at an equivalent annual rate of 6.50% for members with an effective DROP begin date before July 1, 2011, and an equivalent annual rate of 4% for members with an effective DROP begin date on or after July 1, 2011. At termination the member’s DROP accumulation may be paid out as a lump sum, a rollover, or a combination of these two payout methods and the member begins receiving monthly benefits determined when DROP participation began, increased by annual cost of living adjustments. FRS Investment Plan members invest their contributions in the investment options offered under the plan. FRS Investment Plan members receive one month of service credit for each month in which any salary is paid and vest in their employer contributions after one year of service under the FRS Investment Plan. Members are immediately vested in their employee contributions. If a present value amount is transferred from the FRS Pension Plan to the member’s FRS Investment Plan account as the opening balance, the member must meet the FRS Pension Plan vesting requirement for any such transferred funds and associated earnings. FRS members vest immediately for in-line-of-duty disability benefits or after eight years for non-duty related disability benefits if totally and permanently disabled from all employment. FRS Pension Plan members receive disability monthly benefits until no longer disabled. Periodic reexamination is conducted to verify continued disability retirement eligibility. FRS Investment Plan members may elect to surrender their account balance to the FRS Trust Fund to receive guaranteed monthly benefits under the FRS Pension Plan. Alternatively, FRS Investment Plan members may retaintheir account balance to fund their future retirement needs in lieu of guaranteed monthly benefits under the FRS Pension Plan. FRS Investment Plan members who retain their account balances to fund their disability retirementmayleavetheirfundsinvestedintheplan,structureperiodic payments, purchase an annuity, receive a lump- sum payment of their account balance, rollover their monies into another eligible plan qualified under the Internal Revenue Code, or a combination of these options. The service retirement benefits of FRS Investment Plan members are their account balances at the time they choose to retire as managed by the member throughout retirement. FRS Investment Plan members may leave their funds invested in the plan, structure periodic benefit payments under their investment contracts, purchase an annuity, rollovertheirfundstoadifferentqualifiedplan,receivealump- sum payment representing their account balance in part or in whole, annuitize some or all of their account, or a combination of these options. Certain Senior Management Service Class members, State University System faculty, Executive Service staff, Administrative and Professional Service staff, and Florida College System faculty and certain administrators may elect to participate in the existing, non- integrated optional defined contribution programs for these targeted employee groups instead of either of the two primary integrated programs offered under the FRS, the FRS Pension Plan and the FRS Investment Plan. The Senior Management Service Optional Annuity Program was closed to new participants effective July 1, 2017. At the time of closure, fewer than 30 members participated in this optional retirement program. Funding.From the establishment of the FRS through 1975 both employers and members were required to pay retirement contributions. Members contributions were made on a post-tax basis. From 1975 through June 30, 2011, employers paid all required contributions. Beginning July 1, 2011, both employer and members are required to pay A-12 retirementcontributions. Memberscontribute3%oftheirsalaryas retirement contributions, on a pre-tax basis, with the employer automatically deducting the employee contributions from the members’ salary. Members participating in the Deferred Retirement Option Program (“DROP”) and re-employed retirees, who are not allowed to renew membership in the FRS, are not required to make 3% employee contributions. The contribution rates for the FRS Investment Plan are set by statute and the FRS Pension Plan rates, which are determined annually by the Legislature based on an actuarial valuation and any plan changes adopted during the legislative session. (See "Schedule of Funding Progress" below). These two rates are “blended” to create the uniform contribution rate for the primary, integrated FRS programs as required under Part III of Chapter 121, F.S. FRS employers pay a single rate by membership class or sub-class for members of thetwo primary, integrated FRS plans. The portion of the required FRS Investment Plan contribution rate destined for the member’s account is forwarded to the FRS Investment Plan’s administrator and the portion for Pension Plan funding is forwarded to the FRS Trust Fund. The employer contribution rates for the non-integrated defined contribution plans are set by statute and forwarded to the specified provider company under the program. The table below shows the number of persons receiving benefits from the FRS Pension Plan, the total benefits paid, and the average benefits for the last five fiscal years. Annuitants and Annualized Benefit Payments Under the FRS Pension Plan1,2 Fiscal Year 2019 2020 2021 2022 2023 Annuitants 424,895 432,258 440,307 448,846 455,601 Benefits Payments (in thousands)$9,798,244 $10,249,540 $10,732,490 $11,226,458 $11,702,730 Average Benefits $23,060 $23,712 $24,375 $25,012 25,686 Source: DMS, Division of Retirement. Florida Retirement System Annual Comprehensive Finance Reports. 1 Figures include disability payments, General Revenue, Institute of Food and Agricultural Sciences Supplemental Program and TRS-SB, but do not include refunds of member contributions. 2 Figures exclude FRS Investment Plan and DROP participants. Funding and Financial Reporting of the FRS. The Governmental Accounting Standards Board (GASB) adopted two accounting statements, GASB 67 (for reporting at the pension plan level) and GASB 68 (for employer reporting requirements including their allocation of net pension liability and pension expense), which require pension plans and employers to report total pension plan liabilities (Total Pension Liability), as well as the value of the plans’ assets (Fiduciary Net Position) and the unfunded portion of the liability (Net Pension Liability or NPL) in both the plans’ and the employers’ financial statements. GASB 67 was effective for plan fiscal years beginning after June 15, 2013, and GASB 68 was effective for employer fiscal years beginning after June 15, 2014. GASB 67 and GASB 68 separated the funding considerations from the financial reporting requirements. Employers are able to compare the funding valuation contributions to the actuarially determined contribution (ADC) determined under the GASB 67 requirements and comparisons of retirement plans under GASB 67 and 68 have a common basis. Total Pension Liability (TPL) is required to be reported under the individual entry age normal actuarial cost method regardless of the actuarial cost method used for funding purposes. The plans’ Fiduciary Net Position (FNP) assets must be shown on a market value basis rather than the actuarial value of assets which is typically smoothedover a period of years to reduce volatility. Valuation of Assets.The actuarial value of plan assets is necessary in order to determine the funded ratio of the plan by comparing the plan’s actuarial liabilities to its actuarial value of assets. A plan's assets are generally valued either at the market value of assets (GASB valuation) or the Actuarial Value of Assets (funding valuation). The market value of assets looks at the fair market value of the assets as of a given point in time. The Actuarial Value of Assets reflects the value of plan assets as determined by the plans’ actuary for purposes of an actuarial valuation. The actuarial valuation measure reflects a five-year smoothing methodology (the “Asset Smoothing Method”), as required by Section 121.031(3)(a), Florida Statutes. The Asset Smoothing Method prevents extreme fluctuations in the Actuarial Value of Assets, the Unfunded Actuarial Liability (UAL) and the funded ratio that may otherwise occur as a result of market volatility. Asset smoothing delays recognition of gains and losses and is intended to decrease A-13 the volatility of employer contribution rates. The Actuarial Value of Assets is not the market value of Florida Retirement System Trust Fund assets at the time of measurement. As a result, presenting the Actuarial Value of Assets using the Asset Smoothing Method might provide a more or less favorable presentation of the current financial position of a pension plan than would a method that recognizes the full value of investment gains and losses annually. The actuarial valuation of the FRS uses a variety of assumptions to calculate the actuarial liability and the ActuarialValueof Assets. No assurance can be given that any of the assumptions underlying the actuarial valuations will reflect the actual results experienced by the FRS. Variances between the assumptions and actual results may cause an increase or decrease in the actuarial value of assets, the actuarial liability, the UAL, or the funded ratio. Non-Economic Assumptions. The FRS conducts an actuarial experience study every five years. The purpose of the experience study is to compare the actual plan experience with the assumptions for the previous five-year period and determine the adequacy of the non-economic actuarial assumptions including, for example, those relating to mortality, retirement, disability, employment, and turnover of the members and beneficiaries of the FRS. Based upon the results of this review and the recommendation of the actuary, the FRS Actuarial Assumption Conference may adopt changes to such actuarial assumptions as it deems appropriate for incorporation beginning with the valuation following the experience study period. The most recent experience study was completed in 2019 and the Conferenceadopted the assumptions recommended by the actuary. Actuarial Assumptions. The FRS is required to conduct an actuarial valuation of the plan annually. The valuation process includes a review of the major actuarial assumptions used by the plan actuary, which may be changed during the FRS Actuarial Assumption Conference that occurs each fall. See “Actuarial Cost Method and Amortization Method” and “Assumed Investment Rate of Return” herein for further discussion. As of July 1, 2023, FRS actuarial determinations for funding purposes and for GASB 67 reporting purposes are based on the following: 1 The plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees in determining the projected depletion date. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. 2 Granted only for pre-July 1, 2011, service; 0% thereafter. (Remainder of page intentionally left blank) Funding Purposes GASB 67 Reporting Purposes Actuarial Cost Method Individual Entry Age Individual Entry Age Normal Amortization Method 20-year, Level Percentage of Pay, Closed, Layered 20-year, Level Percentage of Pay, Closed, Layered Asset valuation method 5-year Smoothed Method Fair market value Investment rate of return 6.70%6.70% Discount rate n/a 6.70%1 Payroll growth rate 3.25%3.25% Inflation level 2.40%2.40% Post-retirement cost of living adjustments2 3.00% (pre-July 2011 service)3.00% A-14 Actuarial Cost Method and Amortization Method. The actuarial cost method used for FRS funding is Individual EntryAgeNormal,whichalignswiththeactuarialcostmethod used for financial reporting purposes. The length of the amortization period is 20 years for all bases, which is considered a best practice. Assumed Investment Rate of Return. Both the actuarial funding valuation adopted by the Conference and the financial reporting valuation used in the FRS financial statements assume a long-term investment rate of return on the assets in the FRS Trust Fund. The investment return assumption adopted by the Conference each year is used to calculate the actuarially required contribution in the FRS annual actuarial valuation (“funding purposes”). The investment return assumption, which may or may not be the same as the return assumption used for funding purposes, used in the FRS financial statements is used to calculate the unfunded pension liability for financial reporting in the State’s financial statements. The most recent financial statements available for the FRS are for Fiscal Year 2022-23, which reflected an investment return assumption of 6.70%. The most recent investment return assumption adopted by the Conference on October 23, 2023, and used for funding purposes beginning in Fiscal Year 2024-25, was 6.70%. The investment return assumption used for funding purposes has been reduced incrementally since 2014 from 7.75% to the current assumption; however, in prior years, there was a difference in the investment return assumptions used for funding purposes and financial reporting purposes. A disparity between such investment return assumptions causes a difference in the unfunded pension liability calculated for the financial reporting (NPL) and the unfunded pension liability calculated for funding purposes by Actuary in the FRS annual actuarial valuation (UAL). A disparity between the investment return assumptions also causes a difference in the funded ratio disclosed in more detail under the tables entitled “Schedule of Funding Progress” herein. Additionally, usinga higher investment return assumptionforcalculatingthe actuarially determined contribution ratehas a material impact on the amount of the contribution required to the FRS. Due to the volatility of the marketplace, the actual rate of return earned by the FRS Trust Fund on its assets may be higher or lower than the assumed rate. Changes in the FRS Trust Fund's assets as a result of market performance will lead to an increase or decrease in the UAL/NPL and the funded ratio. The five-year Asset Smoothing Method required by Florida law forfunding purposes attenuates the impact of sudden market fluctuations. Only a portion of these increases or decreases will be recognized in the current year, with the remaining gain or loss spread over the remaining four years. The table below shows the assumed and actual rates of investment return for the last ten years, as well as the differences between the two, and additionally shows annualized returns for the most recent 3, 5, and 10-year periods. No assurance can be given about future market performance and its impact on the UAL/NPL. (Remainder of page intentionally left blank) A-15 Actual versus Assumed Rate of Returns and Historical Performance Fiscal Year Assumed Rate of Return1 Actual Rate of Return2,3 Difference 2013-14 7.65 17.40 9.75 2014-15 7.65 3.67 (3.98) 2015-16 7.60 0.54 (7.06) 2016-17 7.50 13.77 6.27 2017-18 7.40 8.98 1.58 2018-19 7.20 6.26 (0.94) 2019-20 7.00 3.08 (3.92) 2020-21 6.80 29.46 22.66 2021-22 6.80 (6.27)(13.07) 2022-23 6.70 7.50 0.80 Annualized Return for 3 Year Period ending June 30, 20232 9.26% Annualized Return for 5 Year Period ending June 30, 20232 7.40% Annualized Return for 10 Year Period ending June 30, 20232 8.04% ____________ 1 Assumed return is determined annually at the FRS Actuarial Assumption Conference and reflects rates used for each year’s actuarial valuation. 2 Actual return is determined on a fair market value of assets basis. 3 Information obtained from the FRS Annual Comprehensive Financial Reports. As of June 30, 2023, the Florida Retirement System Trust Fund wasinvestedinthefollowing asset classes and approximate percentages: 50.6%Global Equity 16.1% Fixed Income 11.2% Real Estate 9.4% Private Equity 11.4% Strategic Investments 1.3%Cash For additional information, see the Florida Retirement System Pension Plan Annual Report on the “Publications” page of theDivision ofRetirement’swebsite. Financial statements are prepared using the accrual basis of accounting, and reporting is done in accordance with Government Accounting Standards Board requirements. Funded Status.As discussed under “Assumed Investment Rate ofReturn”herein,thecomputationofinformation related to the FRS can be different for financial reporting when compared to the computation of the same information for funding purposes. As shown in the tablesbelow, the valueof theassetsincreasedfrom$179.2billioninFiscalYear 2022 to $184.2 billion in Fiscal Year 2023 on an actuarial basis and increased from $180.2 billion to $186.4 billion on a market value basis. The actuarialliabilitiescomputedforfundingpurposesincreasedfrom$217.4 billion in Fiscal Year 2022 to $226.2 billion in Fiscal Year 2023. As of end of Fiscal Year 2023, the FRS had an aggregate UAL of approximately $42.0 billion on an actuarial basis (using the Asset Smoothing Method) and $39.8 billion on a market value basis. The Fiscal Year 2023 Funded Ratios for the UALs are 81.45% (on an actuarial value basis) and 82.39% (on a market value basis). The FRS is a multi-employer plan, which employees working for a state agency, county governmentalunit,districtschoolboard,stateuniversity, state college or participating city, independent school district, charter schoolormetropolitanplanningdistrict mayparticipatein.As ofJune 30, 2023, the State’s allocable portion of FRS Contributions was approximately 16.4%. Thefollowingtablessummarizethecurrentfinancialconditionand the funding progress of the FRS. The first table shows the funded ratio usingthe Actuarial Value of Assets, based on the actuarialassumptions used to determine the appropriate funding level for the FRS each year. The second table shows the funded ratio using the same actuarial assumptions but using the market value of assets. The third table shows the funding progress using the actuarial assumptionsrequiredfor GASB 67 reporting purposes. A-16 Schedule of Funding Progress Actuarial Value of Assets (thousands of dollars) Actuarial Valuation Actuarial Value of Assets Actuarial Liability (AL) Entry Age Unfunded AL (UAL) Funded Ratio (%) Covered Payroll 1 UAL as a Percentage of Covered Payroll Date (a)(b)(b-a)(a/b)(c)((b-a)/c) July 1, 2014 $138,621,201 $160,130,502 $21,509,301 86.56%$24,723,565 87.00% July 1, 2015 143,195,531 165,548,928 22,353,397 86.50 32,726,034 68.30 July 1, 2016 145,451,612 170,374,609 24,922,997 85.37 33,214,217 75.04 July 1, 2017 150,593,242 178,579,116 27,985,874 84.33 33,775,800 82.86 July 1, 2018 156,104,350 185,950,079 29,845,729 83.95 34,675,018 86.07 July 1, 2019 161,004,533 191,330,896 30,326,363 84.15 35,571,200 85.26 July 1, 2020 164,302,519 200,277,170 35,974,651 82.04 36,898,200 97.50 July 1, 2021 174,898,452 209,636,046 34,737,594 83.43 37,590,100 92.41 July 1, 2022 179,178,895 217,434,441 38,255,546 82.41 38,679,800 98.90 July 1, 2023 184,235,157 226,204,201 41,969,044 81.45 41,958,000 100.03 Source: DMS Division of Retirement FRS ACFRs / FRS Pension Plan Actuarial Valuations. 1 For Fiscal Years 2014 and before, covered payroll shown includes defined benefit plan actives and members in DROP but excludes the payroll for Investment Plan members and payroll on which only UAL rates are charged. For Fiscal Years 2015 and later, covered payroll shown includes the payroll for Investment Plan members, reemployed retirees without membership and other optional program payrolls on which only UAL rates are charged. For comparative purposes, the payroll for Fiscal Year 2015 on the basis shown in years 2014 and earlier was $25,063,048,000. Schedule of Funding Progress Market Value of Assets (thousands of dollars) Market Value of Assets Actuarial Liability(AL) Entry Age1 Unfunded AL (UAL) Funded Ratio (%) Covered Payroll2 UAL as a Percentage of Covered Payroll Fiscal Year (a)(b)(b-a)(a/b)(c)((b-a)/c) 2014 $150,014,292 $160,130,502 $10,116,210 93.68%$24,723,565 40.92% 2015 148,454,394 165,548,928 17,094,534 89.67 32,726,034 68.21 2016 141,780,921 170,374,609 28,593,688 83.22 33,214,217 86.09 2017 154,043,1113 178,579,116 24,536,005 86.26 33,775,800 72.64 2018 161,196,881 185,950,079 24,753,198 86.69 34,675,018 71.39 2019 163,573,726 191,330,896 27,757,170 85.49 35,571,200 78.03 2020 161,568,265 200,277,170 38,708,905 80.67 36,898,200 104.91 20214 202,082,183 209,636,046 7,553,863 96.40 37,590,100 20.10 2022 180,226,405 217,434,441 37,208,036 82.89 38,679,800 96.20 2023 186,357,366 226,204,201 39,846,835 82.39 41,958,000 94.97 Source: DMS, Division of Retirement, FRS ACFRs and FRS Pension Plan Actuarial Valuations for Fiscal Years thereafter.1 Actuarial Liability is determined as of the July 1 immediately after the end of each Fiscal Year. 2 For the Fiscal Years ending 2014 and before, covered payroll shown includes defined benefit plan actives and members in DROP but excludes the payroll for Investment Planmembers and payroll onwhichonly UALrates arecharged. ForFiscal Year 2015andlater, coveredpayrollshown includes the payroll for Investment Plan members and payroll on which only UAL rates are charged. For comparative purposes, the payroll for Fiscal Year 2015 on the basis shown in years 2014 and earlier was $25,063,048,000. 3 Restated due to implementation of GASB 75. 4Beginning in Fiscal Year 2021, the assumptions used for calculating the actuarial liability for funding purposes and the GASB 67 Total Pension Liability are the same. (Remainder of page intentionally left blank) A-17 Schedule of Funding Progress GASB 67 Reporting (thousands of dollars) Fiduciary Net Position1 TotalPension Liability(TPL) Entry Age1 Net Pension Liability (NPL) Funded Ratio (%) Covered Payroll1 NPL as a Percentage of Coverage Payroll Fiscal Year (a)(b)(b-a)(a/b)(c)((b-a)/c) 2014 $150,014,292 $156,115,763 $ 6,101,471 96.09%$24,723,565 24.68% 2015 148,454,394 161,370,735 12,916,341 92.00 32,726,034 39.47 2016 141,780,921 167,030,999 25,250,078 84.88 33,214,217 76.02 2017 154,043,1112 183,632,592 29,589,481 83.89 33,775,800 87.60 2018 161,196,881 191,317,399 30,120,518 84.26 34,675,018 86.87 2019 163,573,726 198,012,334 34,438,608 82.61 35,571,200 96.82 2020 161,568,265 204,909,739 43,341,474 78.85 36,898,200 117.46 20213 202,082,183 209,636,046 7,553,863 96.40 37,590,100 20.10 2022 180,226,405 217,434,441 37,208,036 82.89 38,679,800 96.20 2023 186,357,366 226,204,201 39,846,835 82.38 40,958,000 94.97 Source: DMS, Division of Retirement, FRS Annual Comprehensive Finance Reports. 1 For FYs 2014 and before, covered payroll includes the normal cost and UAL payroll of active Pension Plan members and reemployed retirees without renewed membership butexcludes thepayroll for InvestmentPlanmembers andpayroll onwhich only UALrates arecharged. ForFYs 2015andlater, covered payroll includes the normalcostandUALpayroll for active PensionPlan and Investment Planmembers and payroll of reemployed retirees without renewed membership and the salaries of SMSOAP, SUSORP, and SCCSORP members. For comparative purposes, the payroll for FY ending 2015 on the basis shown in years 2014 and earlier was $25,063,048,000.2Restated due to implementation of GASB 75. 3 Beginning in FY 2021, the assumptions used for calculating the actuarial liability for funding purposes and the GASB 67 Total Pension Liability are the same. The following table shows employer contributions to the FRS Pension Plan. Annually, the FRS's actuary recommends rates, determined as a percentage of employee payrolls that FRS employers must contribute to fully fund their annual pension obligations. The Actuarially Determined Contribution (the "ADC") is a target contribution to the FRS Pension Plan for the reporting period, determined based on the funding policy and most recent measurement available when the contribution for the reporting period was adopted. The ADC is comprised of the FRS PensionPlan’s Normal Cost plus any Unfunded Actuarial Liability, which is also called the Actuarially Determined Contribution (the "ADC"). The ADC reflects only the actuarially determined employer contributions. The Florida Legislature adopts rates that all participating FRS employers must pay on behalf of their employees, which may or may not correspond to the actuary's recommended rates. The Florida Legislature failed to adopt rates sufficient to fully fund the ADC between Fiscal Years 2011 through 2013. Failure to adopt rates sufficient to fully fund the ADC exacerbates the impact of investment earnings below the return assumption that contribute to the decline in the funded status of the FRS. For Fiscal Years 2014 through 2023, the Florida Legislature adopted the employer contribution rates recommended by the Actuary which fully funded the ADC; however, the ADC was calculated using certain assumptions that are not based on actuarial best practices. See “Actuarial Cost Method and Amortization Method” for more information. (Remainder of page intentionally left blank) A-18 Employer Contributions to the FRS Pension Fund (thousands of dollars) State Employer Contributions1 Non-State Employer Contributions Total Employer Contributions Actuarially Determined Contribution (ADC) Percent of ADC Contributed Amount of ADC Unfunded Fiscal Year (a)(b)(a+b)(c)(a+b)/c c-(a+b) 2014 $389,944 $1,800,481 $2,190,424 $2,190,424 100.00%$0 2015 437,921 2,000,164 2,438,085 2,438,085 100.00 0 2016 442,631 1,996,028 2,438,659 2,438,659 100.00 0 2017 457,950 2,145,296 2,603,246 2,603,246 100.00 0 2018 505,400 2,344,519 2,849,920 2,849,920 100.00 0 2019 543,395 2,557,327 3,100,722 3,100,722 100.00 0 2020 564,233 2,758,323 3,322,557 3,322,557 100.00 0 2021 617,286 3,192,282 3,809,568 3,809,568 100.00 0 2022 663,500 3,603,682 4,267,182 4,267,182 100.00 0 2023 786,813 4,023,830 4,810,643 4,810,641 100.00 0 Source: DMS, Division of Retirement, FRS ACFRs and FRS Actuarial Valuations thereafter. 1 Includes only State agencies. RETIREE HEALTH INSURANCE SUBSIDY AND OTHER POSTEMPLOYMENT BENEFITS (The information contained under the heading “RETIREE HEALTH INSURANCE SUBSIDY AND OTHER POSTEMPLOYMENT BENEFITS” has been obtained from the State of Florida’s and Florida Retirement System Pension Plan and other State Administered Systems Comprehensive Annual Financial Reports except as otherwise indicated.) Retiree Health Insurance Subsidy Program TheRetireeHealthInsuranceSubsidy(“HIS”)Programisacost-sharing multiple-employer defined benefit pension plan established under Section 112.363, F.S. The Florida Legislature establishes and amends the contribution requirements and benefit terms of the HIS Program. The benefit is a monthly payment to assist eligible retirees and surviving beneficiaries of state-administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Department of Management Services (“DMS”). Eligible retirees and beneficiaries receiveda monthly HISpayment equal tothe number of years of creditable service completed at the time of retirement multiplied by $7.50. The payments are at least $45 but not more than $225 per month, pursuant to Section 112.363, F.S, representing an increase from $5 per year of service ($30 minimum and $150 maximum per month) for the Fiscal Year ended June 30, 2023. To be eligible to receive a HIS benefit, a retiree under a state- administered retirement system must provide proof of health insurance coverage, which can include Medicare. The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature. Employer contributions are a percentage of gross compensation forallactiveFRSmembers. EffectiveJuly1,2023,the statutorily requiredcontributionratepursuanttoSection112.363,F.S. increased to 2% of payroll, up from 1.66% during the Fiscal year ended June 30, 2023. The State has contributed 100% of its statutorily required contributions for the current and preceding two years. HIS contributions are deposited in a separate trust fund from which HIS payments are authorized. HIS benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants, the legislature may reduce or cancel HIS payments. Information relating to the statutorily required State contribution, benefits paid and the resulting trust fund assets is shown below, for Fiscal Years ending June 30. A-19 Retiree Health Insurance Subsidy Program Information (dollars in thousands) 2019 2020 2021 2022 2023 Recipients 385,181 395,179 402,566 409,837 415,827 Contributions $555,485 $576,623 $587,856 $605,133 $658,040 Benefits Paid $491,890 $505,549 $514,361 $524,004 $534,547 Trust Fund Net Assets $302,044 $378,261 $452,618 $535,368 $681,815 HIS actuarial determinations are based on the following: Valuation Date:July 1, 2023 Actuarial Cost Method:Individual Entry Age Amortization method:Level Percentage of Pay, Open Equivalent Single amortization period:30 years1 Asset valuation method:Fair Market Value Actuarial Assumptions: Discount rate:3.65%2,3 Projected salary increases: 3.25%2 Cost of living adjustments: 0.00% Source: DMS, Division of Retirement. 1 Used for GASB 67 reporting purposes. 2 Includes inflation at 2.40%. 3 Ingeneral, thediscount rate used for calculatingtheHIS liability under GASB 67 is equal to the singlerate that results in the same Actuarial Present Value as would be calculated by using two different discount rates as follows: (1) Discount at the long-term expected rate of return for benefit payments prior to the projected depletion of the fiduciary net position (trust assets); and (2) Discount at a municipal bond rate for benefit payments aftertheprojecteddepletiondate. BecausetheHISisessentiallyfundedonapay-as-you-gobasis,thedepletiondateisconsideredtobeimmediate, and the single equivalent discount rate is equal to a long-duration, high-quality, tax-exempt municipal bond rate selected by the plan sponsor. In September2014theActuarialAssumptionConferenceadoptedtheBondBuyerGeneralObligation20-BondMunicipalBondIndexastheapplicable municipal bond index. As a result, the discount rate will change annually. (Remainder of page intentionally left blank) A-20 The following table summarizes the funding progress of the Retiree Health Insurance Subsidy Program usingthe actuarial assumptions required for GASB 67 reporting purposes. Retiree Health Insurance Subsidy Program Schedule of Funding Progress GASB 67 Reporting1 (dollars in thousands) Fiduciary Net TotalPension Liability(TPL) Net Pension Liability Funded Ratio (%)Covered NPL as a Percentage Position (FNP) Entry Age (NPL)(FNP as % of TPL)Payroll2,of Coverage Payroll June 30 (a)(b)(b-a)(a/b)(c)((b-a)/c) 2014 $93,385 $9,443,629 $9,350,244 0.99%$29,676,340 31.51% 2015 50,774 10,249,201 10,198,427 0.50 30,340,449 33.61 2016 113,859 11,768,445 11,654,586 0.97 30,875,274 37.75 2017 178,311 10,870,772 10,692,461 1.64 31,885,633 33.53 2018 232,463 10,816,576 10,584,112 2.15 32,670,918 32.40 2019 302,044 11,491,044 11,188,999 2.63 33,452,626 33.45 2020 378,261 12,588,098 12,209,837 3.00 34,715,391 35.17 2021 452,618 12,719,121 12,266,503 3.56 35,406,397 34.64 2022 535,368 11,126,966 10,591,597 4.81 36,451,712 29.06 2023 681,815 16,563,149 15,881,334 4.12 39,628,534 40.08 1Source: DMS, Division of Retirement, FRS Annual Comprehensive Financial Reports. 2Covered payroll includes the normal cost and UAL payroll for active Pension and Investment Plan members and payroll of reemployed retirees without membership. Other Postemployment Benefits (OPEB) The following information is based on the July 1, 2022, actuarial valuation of the State Employees’ Health Insurance Program. Plan Description The State Employees’ Group Health Insurance Program (“Program”) operates as a cost-sharing multiple- employer defined benefit health plan; however, current administration of the Program is not through a formal trust and therefore disclosure requirements are those applicable to an agent multiple-employer plan. The Division of State Group Insurance within the DMS is designated by Section 110.123, F.S., to be responsible for all aspects of the purchase of healthcare for state and university employees and retirees under the Program. The State implicitly subsidizes the healthcare premium rates paid by retirees by allowing them to participate in the same group health plan offered to active employees. Although retirees pay 100% of the premium amount, the premium cost to the retiree is implicitly subsidized due to commingling of the claims experience in a single risk pool with a single premium determination for active employees and retirees under age 65. Section 110.123, F.S., authorizes the offering of health insurance benefits to retired state and university employees. Section 112.0801, F.S., requires all public employers that offer benefits through a group insurance plan to allow their retirees to continue participation in the plan. The law also requires the claims experience of the retirees under 65 group to be combined with the claims experience of active employees for premium determination and the premium offered to retired employees to be no more than the premium applicable to active employees. Retirees under age 65 pay the same premium amounts as applicable to active employees. Retirees over age 65 are included in the overall risk pool but pay a lesser premium amount than is applicable to active employees because the plan is secondary payer to Medicare Parts A and B. Retirees are required to enroll in the Medicare program as soon as they are eligible. There are 21 participating employers including the primary government of the State, the 12 State universities, and other governmental entities. There was an enrollment of 161,218 subscribers including 33,953 retirees at July 1, 2022. Employees must make an election to participate in the plan within 60 days of the effective date of their retirement to be eligible to continue in the plan as a retiree. Four types of health plans are offered to eligible participants: a standard statewide Preferred Provider Organization (“PPO”) Plan, a high deductible PPO Plan, a standard Health Maintenance Organization (“HMO”) Plan, and a high deductible HMO Plan. HMO coverage is available only to those A-21 retirees who live or work in the HMO’s service area. The four PPO and HMO options are considered managed-care plans and have specific provider networks. Accounting and Reporting Changes As of fiscal year end June 30, 2017, the state implemented GASB Statement No. 75 (“GASB 75”), which establishes standards for recognizing and measuring OPEB liabilities, deferred outflows of resources, deferred inflows of resources, and expenses/expenditures. GASB 75 replaces the requirements of GASB Statements No. 45. The implementationofGASB75requiredrestatementofbeginningequityand the recordingof deferred outflows of resources and deferred inflows of resources related to OPEB in the financial statements. Additionally, implementation required changes to the notes to the financial statements and required supplemental information for OPEB plans. Specifically, GASB 75 requires net OPEB liabilities to be accounted for on the face of the balance sheet, instead of the notes. In addition, while GASB 45 allowed the amortization of an unfunded liability over a period of up to 30 years, GASB 75 requires the entire OPEB liability to be reported, which has the effect of increasing the net fiduciary position for employers that previously elected to amortize the liability. Further, while GASB 45 allowed the choice of one of six different “cost methods,” GASB 75 establishes one cost method for attributing the present value of benefit payments to specific years, which will allow for more comparability and create more transparency when surveying similar plans. GASB 75 generally requires an actuarial evaluation every 2 years, where the requirement under GASB 45 varied between two or three years depending on the number of employees. Below is the additional information required under GASB 75: •Reconciliation of changes in deferred outflows and inflows. •Impact on OPEB liability of a 1% increase and 1% decrease in the discount rate; and the healthcare cost trend rate. •Effects of changes during the period on total OPEB liability. •A 10-year schedule of employer’s proportion and proportionate share of Collective Net OPEB liability, employer’s covered- employee payroll, the employer’s proportionate share of Collective Net OPEB liability as a percent of employer’s covered-employee payroll, and OPEB Plan’s Fiduciary net position as a percent of total OPEB liability. Funding Policy Benefit provisions are described by Section 110.123, F.S.and, along with contributions, can be amended by the Florida Legislature. The State has not advance-funded OPEB costs or the net OPEB obligation. TheSelf-Insurance EstimatingConferencedevelopsofficial information for determining the budget levels needed for the State’s planning and budgeting process. The Governor’s recommended budget and the General Appropriations Act provide for a premium level necessary for funding the program each year on a pay-as-you-go basis. No assets are accumulated in a trust that meets the criteria of GASB 75. Premiums are pay 100% by retirees participating in the plan. Monthly premiums, through June 2023 coverage, for active employees and retirees under the age of 65 for standard coverage were $813 and $1,831 for single and family contracts, respectively. Retirees over the age of 65 pay premiums for a Medicare supplement. Monthly premiums, through June 2022 coverage, for the standard PPO Plan were $430 for a single contract, $860 for two Medicare eligible members, and $1,244 for a family contract when only one member is Medicare eligible. Actuarial Methods and Assumptions Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future, and actuarially determined amounts are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets. A-22 The total OPEB liability was determined by an actuarial valuation as of July 1, 2022. The following actuarial assumptions wereused: •Discount Rate: 4.09% •Investment Rate or Return: 0.00% •Inflation: 2.60% •Salary Increase: varies by FRS Class In general, the discount rate for calculating the total OPEB liability under GASB 75 is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projecteddepletion date. BecausetheOPEBbenefitisessentiallyfunded on a pay-as-you-go basis, the depletion date is considered to be immediate. All future benefits were discounted using a high quality municipal bond rate of 4.09%. This rate was based on the week closest to but not later than the measurement date of the Bond Buyer 20-Bond Indexes published by the Federal Reserve and increased from 2.18% from the prior valuation. The 20-Bond Index consists of 20 general obligation bonds that mature in 20 years. The average rating of the 20 bonds is roughly equivalent to Moody’s Investors Service’s Aa2 rating and Fitch and Standard & Poor’s AA. The healthcare cost trend rates used are consistent with the Report on the Financial Outlook for the Fiscal Years Ending June 30, 2022, through June 30, 2027, as presented on August 10, 2022, by the Self- Insurance Estimating Conference conducted by the Office of Economic and Demographic Research. The trend rates are a key assumption used in determining the costs of the plan, and these rates have been developed in a manner consistent with actuarial industry standards. Trend rate assumptions vary slightly by medical plan. For the HMO plans, the initial rate is 7.53%, reaching an ultimaterateof4.04%foryearsafter2075.ForthePPOplans,theinitialrate is 10.31%, reachingan ultimate rate of 4.04% for years after 2075. Post-retirement participation also varies slightly by medical plan. For the HMO and PPO plans, 43% participation is assumed, with an assumption of 25% electing spouse coverage in the HMO plan and 35%electingspousecoverageinthePPOplan.Members whoelected no coverage as active members are assumed to elect coverage in the same proportion as active members with coverage. The demographic assumptions that determined the total OPEB liability as of June 30, 2022, were based on certain results of an actuarial experiencestudyof theFRSfor theperiodJuly1,2014-June 30, 2019. •Valuation date = July 1, 2022 •Measurement date = June 30, 2022 •Actuarial value of assets = N/A (no plan assets) •Inflation = 2.60% •Payroll growth = varies by FRS class •Medical aging factors o 4% per year prior to age 65; o 3% per year between ages 65 and 75; o 2% per year between ages 75 and 85; o 0% per year thereafter. •Mortality (details in valuation report) o Pub-2010 with fully generational improvement using Scale MP-2018 •Actuarial cost method = Entry Age Normal •Marital status = 80% assumed married (male spouses 3 yrs older than female spouses) Estimates are based on information available at the time of the estimates. Such estimates are subject to revision as additional information becomes available. Also, estimates are subject to risks and uncertainties which may cause results to differ materially from those estimates set forth above. No assurance is given that actual results will not differ materially from the estimates provided above. A-23 Other Postemployment Benefits Schedule of Funding Progress (thousands of dollars) Actuarial Valuation Actuarial Value of Assets Actuarial AccruedLiability (AAL) Entry Age Unfunded AAL (UAAL) Funded Ratio Annualized Covered Payroll UAAL as a Percentage of Covered Payroll Date (a)1 (b)(b-a)(a/b)(c)((b-a)/c) July 1, 2013 --$7,487,708 $7,487,708 0.00%$7,467,560 100.27% July 1, 20142 --$6,824,971 $6,824,971 0.00%$7,308,275 93.39% July 1, 2015 --$8,900,312 $8,900,312 0.00%$7,810,110 113.96% July 1, 2016 --$9,198,289 $9,198,289 0.00%$7,847,743 117.21% July 1, 2017 --$10,811,085 $10,811,085 0.00%$7,312,101 147.85% July 1, 2018 --$10,551,552 $10,551,552 0.00%$7,636,541 138.17% July 1, 20193 --$12,658,249 $12,658,249 0.00%$7,644,299 165.59% July 1, 20203 --$10,290,045 $10,290,045 0.00%$8,072,906 127.46% July 1, 2021 --$10,540,637 $10,540,637 0.00%$8,125,929 129.72% July 1, 2022 --$7,843,256 $7,843,256 0.00%$8,269,139 94.85% Source: State of Florida and DMS, Division of State Group Insurance, Annual Comprehensive Financial Reports. 1 The State of Florida does not hold assets in a formal trust, so none are actuarially valued to offset the liability. 2 Update of the previous year’s actuarial valuation. A new valuation was not performed. 3 A significant portion of the increase in the Actuarial Accrued Liability on July 1, 2019, reflects the full impact of the Affordability Care Act’s excise tax that would have come in to effect in 2022. A significant portion of the decrease in the Actuarial Accrued Liability on July 1, 2020, reflects the December 2019 repeal of the excise tax. Fiscal Year Ended Schedule of Employer Contributions (thousands of dollars) Annual Required Actual Contribution as a June 30 Contribution (ARC)1 Percentage of ARC 2014 $541,600 22.34% 2015 $489,619 21.48% 2016 $716,408 20.60% 2017 $724,444 23.64% 2018 n/a2 n/a 2019 n/a n/a 2020 n/a n/a 2021 n/a n/a 2022 n/a n/a 2023 n/a n/a Source: State of Florida Annual Comprehensive Financial Reports. 1 TheARC is theactuarially determined cost of benefits allocated tothe current year, consisting of the normal cost, that is the portion of the actuarial presentvalueofthebenefitsandexpenseswhichisallocatedtoavaluationyear,andapaymenttoamortizetheunfundedactuarialaccruedliability. 2Beginning in 2018, the ARC was eliminated under GASB 75 and is no longer relevant for OPEB financial reporting purposes. Changes in Total OPEB Liability State ComponentUnits Total Reporting Period ending June 30, 2022 $7,302,127 $3,238,509 $10,540,636 Changes for the Year: Service cost 374,937 164,144 539,081 Interest 166,602 72,937 239,539 Changes of benefit terms --- Difference between expected and actual experience (363,244)(159,025)(522,269) Changes of assumptions or other inputs (1,926,088)(843,222)(2,769,310)) Benefit payments (127,759)(56,662)(184,421) Changes of proportionate shares to the total OPEB liability and difference between the actual benefit payments and expected benefit payments 28,503 (28,503)- Other Changes --- Net changes (1,847,049)(850,331)(2,697,380) Reporting Period ending June 30, 2023 $5,455,078 $2,388,178 $7,843,256 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX B FINANCIAL STATEMENTS OF THE FLORIDA HURRICANE CATASTROPHE FUND FOR FISCAL YEARS ENDED JUNE 30, 2023 AND JUNE 30, 2022 [THIS PAGE INTENTIONALLY LEFT BLANK] Crowe LLP Independent Member Crowe Global (Continued) 1. INDEPENDENT AUDITOR'S REPORT The Trustees of the State Board of Administration of Florida Florida Hurricane Catastrophe Fund: Report on the Audit of the Combined Financial Statements Opinions We have audited the combined financial statements of the Florida Hurricane Catastrophe Fund of the State of Florida (the Fund), a proprietary fund of the State of Florida, as of and for the years ended June 30, 2023 and 2022, and the related notes to the combined financial statements, which collectively comprise the Fund’s basic financial statements as listed in the table of contents. In our opinion, the accompanying combined financial statements referred to above present fairly, in all material respects, the financial position of the Fund, as of June 30, 2023 and 2022, and the change in financial position and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Fund, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1, the combined financial statements of the Fund are intended to present the financial position, changes in financial position, and cash flows of the Fund. They do not purport to, and do not, present fairly the financial position of the State of Florida as of June 30, 2023 and 2022, the changes in its financial position, or, where applicable, its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. (Continued) 2. Responsibilities of Management for the Combined Financial Statements Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for twelve months beyond the combined financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. Auditor’s Responsibilities for the Audit of the Combined Financial Statements Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. 3. Required Supplementary Information Accounting principles generally accepted in the United States of America require that management’s discussion and analysis, schedule of Fund’s proportionate share of the net pension liability and related ratios, schedule of fund contributions, and schedule of Fund’s proportionate share of the total other postemployment benefits liability on pages 4-12, 63-64, 65 and 66, respectively, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards,we have also issued our report dated November 1, 2023 on our consideration of the Fund’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Fund’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Fund’s internal control over financial reporting and compliance. Crowe LLP Tampa, Florida November 1, 2023 Management’s Discussion and Analysis Financial Analysis Net Position Invested Assets Florida Hurricane Catastrophe Fund -Fiscal Years Ended June 30,2023 and 2022 8 o o Due to the large estimated loss for Hurricane Ian,the Fund experienced a significant decrease to its net position when compared to the prior fiscal year.Even with the decrease in the Fund’s net position,the Fund expects to timely reimburse all participants for covered losses from Hurricane Ian. $9mUltan 0,1* FHCFLiquidity Account Mof 6/30/2023 FHCFChlmi PayingAccount *5 of6/30/2023 * 22 $990million 4.2H $465million 5.0% M-Mkt CCE The largest assets on the Fund’s combined financial statements are the investments,which include accumulated annual premium revenues and 2020A bond proceeds.Considering the significance of Hurricane Ian losses and the need for short-term liquidity,the Fund modified its investment strategy to ensure funds are readily available to provide reimbursements to insurers. The Fund’s investment portfolio is managed by the State Board of Administration of Florida (SBA)with Investment Policy Guidelines (Guidelines)that focus primarily on liquidity,then safety of principal,and finally on competitive returns.This conservative investment policy provides for a high level of liquidity to match insurer loss reimbursement needs on a timely basis.The Fund’s total $15.1 billion portfolio is comprised of Cash and Cash Equivalents, Money Market Funds,U.S.Treasury and Agency securities (73%)and corporate securities (27%). Corp Govt 2O2OA BondProceed)Account ..ofWM/Jon .41m.llH)„ Assets of the Fund and the Corporation are held in three separate portfolios.The liquidity account holds funds used to reimburse participating insurers’losses for events that occurred in prior years.The claims-paying account is the first source of liquidity to pay for any reimbursements for hurricanes occurring in the current contract year and beyond.In addition, expenses of the Fund and any statutorily required appropriations are paid from this fund.The 2020A bond proceeds account includes proceeds from the issuance of revenue bonds in 2020, which can be used to pay claims if additional liquidity is needed.If the bond proceeds are used, the Fund can refinance the debt with issuance of post-event revenue bonds,which are paid back with emergency assessments. Corp Govt M Mkt CCE The Fund’s net position decreased by $8.2 billion or 75%,during fiscal year 2023.This was primarily a result of Hurricane Ian,a Category 4 hurricane,that made landfall in southwest Florida on September 28,2022.At June 30,2023,the Fund was reimbursing participating insurers for losses from Hurricanes Irma,Michael and Ian. Management’s Discussion and Analysis Financial Analysis (continued) Long-term Liabilities 1 Operating Revenues Florida Hurricane Catastrophe Fund -Fiscal Years Ended June 30,2023 and 2022 10 In September 2020,the Corporation issued Series 2020A pre-event bonds in the amount of $3.5 billion to enhance the available liquidity for the Fund and to provide an additional source of liquidity,if needed,to reimburse participating insurers.If a hurricane occurs,the Fund could choose to either use these bond proceeds in the current year while it plans for a post-event debt issuance,or continue to hold the bond proceeds to provide for future season capacity.The maturity schedule of the 2020A Bonds is in the table below: Payment Dates July 1,2025 July 1,2027 July 1,2030 Interest Rate 1.26% 1.71%) 2.15%> The 2020A Pre-Event Taxable Bonds had the following credit ratings:Moody’s Aa3;Standard and Poor’s AA;and Fitch AA. The Fund’s total operating revenues primarily consist of premiums received annually from participating insurers,which totaled approximately $1.4 billion for fiscal year 2023.The net premium revenue for the current fiscal year increased when compared to the prior fiscal year by approximately 16%.Net premium revenue has been increasing annually for the Fund due primarily to insurers choosing the higher coverage level of 90%since 2019.Fiscal year 2023 premium increases are also a result of significant increases in exposure growth.Exposure growth is due to various macro and micro economic factors in Florida which could include population growth,home value increases,and new home builds,but the most significant factor during fiscal year 2023 was inflation.This surge in exposure,coupled with more participating insurers selecting the 90%coverage option,increased the volume and growth in the Fund’s premium revenue.The number of insurers selecting a higher percentage is reflected in the following FHCF Historical Coverage Selections chart: 2020A Pre-Event Taxable Bonds1 Payments Required $1,250,000,000 $1,000,000,000 $1,250,000,000 Investments pledged as collateral for the Fund’s outstanding debt at June 30,2023 were $3.48 billion.There is no concern about the Fund’s ability to repay the bonds or make scheduled debt service payments as the Fund’s outstanding debt is secured with pledged collateral that includes 1)annual reimbursement premium and investment earnings thereon after providing for the current expenses of the Fund;2)investment earnings on bond proceeds;and 3)emergency assessments,if any,and the earnings thereon. Fund Investment Income (in thousands)* Fiscal Year Ended 2023 2022 2021 Interest Earned on Investments $196,989 $139,410 $174,638 Realized/Unrealized (Loss)/Gain, Net $112,918 $(551,652)$(140,398) Total $309,907 $(412,242)$34,240 Notes to the Combined Financial Statements 4.Capital Assets Equipment Net $ $35 5.Unpaid Hurricane Losses Florida Hurricane Catastrophe Fund -Fiscal Years Ended June 30,2023 and 2022 30 On October 10,2018,Hurricane Michael made landfall near Mexico Beach,Florida as a Category 5 hurricane.As of June 30,2023 and 2022,the estimated ultimate loss to the Fund for this hurricane was $1.45 billion.Participating Insurers in Contract Year 2018 that were receiving reimbursements from the FHCF are required to submit their final proof of loss report by June 1 , 2024.Contract Year 2018 commutations are expected to be completed during Fiscal Year 2025. As of June 30,2023,the total estimated ultimate loss to the Fund for Hurricanes Irma,Michael, and Ian is approximately $19.0 billion. Balance as ofJune 30,2021 Additions and depreciation expense Sales or disposals Balance as ofJune 30,2022 Additions and depreciation expense Sales or disposals Balance as ofJune 30,2023 49 (13) On September 28,2022,Hurricane Ian made landfall in southwest Florida as Category 4 hurricane.As of June 30,2023,the estimated ultimate loss to the Fund for this hurricane was $10.0 billion. On September 10,2017,Hurricane Irma made landfall in the Florida Keys as a Category 4 hurricane and made a second Florida landfall as a Category 3 hurricane at Marco Island later that day.As of June 30,2023 and 2022,the estimated ultimate loss to the Fund for this hurricane was $7.6 billion and $7.8 billion,respectively.This reduction in ultimate loss to the Fund was based on Participating Insurer’s final proof of loss reports submitted by June 1,2023.Participating Insurers in Contract Year 2017 that were receiving reimbursements from the FHCF were required to submit their final proof of loss report to begin a commutation process to negotiate and agree to a final payout to insurers with outstanding reimbursements.Contract Year 2017 commutations are expected to be completed during Fiscal Year 2024. (74)$ (16) 18 (71) (17) 2 (86)$ 37 (2) The Fund is paying loss reimbursements for three hurricanes that occurred during the 2017, 2018,and 2022 hurricane seasons as outlined below. A summary of the Fund’s capital assets and the related accumulated depreciation for the years ended June 30,2023 and 2022 is as follows: Accumulated Depreciation (In Thousands) 123 $ 3 (18) 108 15 (2) 121 $ Notes to the Combined Financial Statements 7.Bonds Payable and Debt Service Requirements As of June 30,2023 and 2022,there were no post-event bonds outstanding. Fiscal year ended June 30 $$ 1,250,000 1,250,000 1,000,000 1,000,000 1,250,000 1,250,000 407,525 Florida Hurricane Catastrophe Fund-Fiscal Years Ended June 30,2023 and 2022 32 The following table breaks out annual debt service requirements for the Corporation’s revenue bonds by fiscal year as of June 30,2023 and 2022: In March 2016,the Corporation issued pre-event Series 2016A Revenue Bonds in the amount of $1.2 billion to maximize the ability of the Fund to meet future obligations.The proceeds from these bonds were available to pay for losses incurred from future covered events.However,the bonds matured on July 1,2021,when the final principal payment of $650 million was made. On September 16,2020,the Corporation issued $3.5 billion of pre-event Series 2020A Revenue Bonds to enhance the liquidity of the Fund and to maximize the ability of the Fund to meet future obligations.The proceeds from these bonds may be used to pay for losses incurred from future covered events.Investment earnings on these funds,as well as reimbursement premiums,if necessary,are used to pay the debt service requirements of these bonds.The Series 2020A Revenue Bonds have maturities of $1.25 billion on July 1,2025,$1.0 billion on July 1,2027, and $1.25 billion on July 1,2030 bearing interest rates of 1.258%,1.705%,and 2.154%, respectively.Interest payments are due each January 1 and July 1 and interest expense for fiscal years ending June 30,2023 and 2022,was $59.7 million and $59.7 million,respectively. The Corporation’s outstanding revenue bonds payable contain a provision that,in an event of default,the Master Trustee may,and upon written request of the holders of a majority of the aggregate principal amount of all outstanding parity obligations shall,declare the principal of all outstanding parity obligations to be due and payable immediately (the Master Trustee shall rescind acceleration once the Corporation cures a payment default). 59,700 59,700 59,700 43,975 43,975 26,925 26,925 26,925 59,700 59,700 59,700 59,700 43,975 43,975 26,925 26,925 26,925 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Total These bonds are parity obligations and were secured under the same Master Trust Indenture as previous pre-event bond issues.They are solely obligations of the Corporation and neither the credit,the revenues nor the taxing power of the State of Florida is pledged to the payment of the bonds.As of June 30,2023 and 2022,assets having a value of $3.48 billion and $3.43 billion, respectively,were pledged as collateral for the Series 2020A Bonds.The market value of the pledged assets is less than the par value at June 30,2023 and 2022 due to market volatility; however,this does not create an event of default. Interest (In Thousands) —$ Corporation Annual Debt Service Requirements1 As of June 30,2023 As of June 30,2022 Principal Interest Principal Interest (In Thousands) —$ $3,500,000 $347,825 $3,500,000 L Principal and interest payments due July 1st are shown in the preceding fiscal year. Notes to the Combined Financial Statements 12.Pension and Other Postemployment Benefits (continued) 16.94 %16.94 %16.68 %16.68 % Retiree Health Insurance Subsidy (HIS)Program Florida Hurricane Catastrophe Fund-Fiscal Years Ended June 30,2023 and 2022 39 % % % % % % % The HIS Program is a non-qualified cost-sharing multiple-employer defined benefit pension plan established under Section 112.363,F.S.The Florida Legislature establishes and amends the contribution requirements and benefit terms of the HIS Program.The benefit is a monthly payment to assist retirees of state-administered retirement systems in paying their health insurance costs and is administered by the Department of Management Services,Division of Retirement.For the fiscal years ended June 30,2023 and 2022,eligible retirees and beneficiaries received a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $5.The payments are at least $30 but not more than $150 per month,pursuant to Section 112.363,F.S.To be eligible to receive a HIS benefit,a retiree under a state-administered retirement system must provide proof of eligible health insurance coverage,which can include Medicare. Membership Class Regular Senior Management Service Special Risk Special Risk Administrative Support Elected Officers -Judges Elected Officers -Legislators/Attorneys/Cabinet Elected Officers -County DROP -applicable to members from all ofthe above classes or plans The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature.Employer contributions are a percentage of gross compensation for all active FRS members.For fiscal years ended June 30,2023 and 2022,the contribution rate was 1.66% of payroll pursuant to Section 112.363,F.S.The Fund contributed 100%of its statutorily required contributions for the current and preceding two years.HIS contributions are deposited in a separate trust fund from which HIS payments are authorized.HIS benefits are not guaranteed and are subject to annual legislative appropriation.In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants,the legislature may reduce or cancel HIS payments. Uniform employer rates recommended by actuarial valuation for FY 2021-2022 9.10 % 27.29 % 24.17 % 36.04 % 39.19 % 62.01 % 49.70 % July 1,2022 Statutory rates (Ch.121,F.S.) 10.19 % 29.85 % 26.11 % 36.93 % 42.05 % 66.07 % 55.28 % July 1,2021 Statutory rates (Ch.121,F.S.) 9.10 % 27.29 % 24.17 % 36.04 % 39.19 % 62.01 % 49.70 % Uniform employer rates recommended by actuarial valuation for FY 2022-2023 10.19 29.85 26.11 36.93 42.05 66.07 55.28 Employee eligibility,benefits,and contributions by class are as previously described.Employees not filling regular established positions and working under the other personal services or temporary status are not covered by the FRS. • Notes to the Combined Financial Statements 12.Pension and Other Postemployment Benefits (continued) Sensitivity Analysis Pension Expense and Deferred Outflows (Inflows)ofResources amortized Florida Hurricane Catastrophe Fund -Fiscal Years Ended June 30,2023 and 2022 44 The following tables demonstrate the sensitivity of the net pension liability to changes in the discount rate.The sensitivity analysis shows the impact to the Fund’s proportionate share of each plan’s net pension liability if the discount rate was 1.00%higher or 1.00%lower than the current discount rate at each ofthe measurement dates of June 30,2022 and 202 1 . 1%Decrease 5.70% $2,184,572 1%Decrease 5.80% $1,273,717 Measurement Date as of June 30,2021 FRS Pension Plan Current discount rate 6.80% $284,816 Measurement Date as of June 30,2022 FRS Pension Plan Current discount rate 6.70% $1,263,174 1%Increase 7.70% $492,775 1%Increase 7.80% $(541,794) 1%Decrease 2.54% $399,500 1%Decrease 1.16% $502,759 1%Increase 4.54% $307,556 1%Increase 3.16% $379,262 HIS Current discount rate 2.16% $434,877 HIS Current discount rate 3.54% $349,188 In accordance with GASB 68,paragraphs 54 and 71,changes in the net pension liability are recognized in pension expense in the current measurement period,except as indicated below.For each of the following,a portion is recognized in pension expense in the current measurement period,and the balance is amortized as deferred outflows or deferred inflows ofresources using a systematic and rational method over a closed period,as defined below: •Differences between expected and actual experience with regard to economic and demographic factors -amortized over the average expected remaining service life of all employees that are provided with pensions through the pension plan (active and inactive employees) •Changes of assumptions or other inputs -amortized over the average expected remaining service life of all employees that are provided with pensions through the pension plan (active and inactive employees) •Changes in proportion and differences between contributions and proportionate share of contributions -amortized over the average expected remaining services life of all employees that are provided with pensions through the pension plan (active and inactive employees) •Differences between expected and actual earnings on pension plan investments over five years Notes to the Combined Financial Statements 12.Pension and Other Postemployment Benefits (continued) Benefits Provided Employees Covered by Benefit Terms Florida Hurricane Catastrophe Fund -Fiscal Years Ended June 30,2023 and 2022 51 •Standard statewide Preferred Provider Organization (PPO) •High Deductible PPO Plan •Standard Health Maintenance Organization (HMO)Plan •High Deductible HMO Plan Active Plan Members No Coverage Active Members Retired and Inactive Members Total eligible members No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement No.75.The OPEB Plan contribution requirements and benefit terms necessary for funding the OPEB Plan each year is on a pay-as-you-go basis as established by the Florida Legislature.The Fund’s benefit payments are approved in the Fund’s budget each fiscal year as adopted by SBA Trustees. employees.As a result,the Fund subsidizes the premium rates paid by retirees by allowing them to participate in the OPEB Plan at reduced or blended group (implicitly subsidized)premium rates for both active and retired employees.These rates provide an implicit subsidy for retirees because retiree healthcare costs are generally greater than active employee healthcare costs. The benefits provided are the same as those provided for active employees.Spouses and dependents of eligible retirees are also eligible for medical coverage.All non-OPS employees of the Fund are eligible to receive postemployment health care benefits.Four types of health plans are offered to eligible participants: HMO coverage is available only to those retirees who live or work in the HMO’s service area. The four PPO and HMO options are considered managed-care plans and have specific provider networks. At valuation date July 1,2022,there were 183,991 employees covered by the OPEB Plan,as shown in the following table: 127,265 22,773 33,953 183,991 There are currently zero inactive plan members entitled to but not yet receiving benefits because the OPEB plan did not provide a vested termination benefit prior to July 1,2022.However,in subsequent years,there may be plan members included in this category.House Bill 5009 was passed in the 2022 legislative session and establishes the right of any current state employee who terminates employment after July 1,2022 with at least six years of credited service to participate in the State Group Insurance plan indefinitely after termination.Participants must elect to participate within two years of termination.This change goes into effect after the June 30,2022 measurement date and the resulting change in benefits will be accounted for in future valuations of the Plan. Notes to the Combined Financial Statements 12.Pension and Other Postemployment Benefits (continued) Contributions Total OPEB Liability Florida Hurricane Catastrophe Fund -Fiscal Years Ended June 30,2023 and 2022 52 Proportion at prior measurement date,June 30,2021 Proportion at measurement date,June 30,2022 Increase /(decrease)in proportion Proportion at prior measurement date,June 30,2020 Proportion at measurement date,June 30,2021 Increase /(decrease)in proportion For purposes of measuring the total OPEB liability,deferred outflows of resources and deferred inflows of resources related to OPEB,and OPEB expense,information about the fiduciary net position of the State of Florida’s OPEB plan and additions to/deductions from the Plan’s fiduciary net position have been determined on the same basis as they are reported by the Plan. For this purpose,the Plan recognizes benefit payments when due and payable in accordance with the benefit terms. Retirees participating in the group insurance plans offered by the State are required to contribute 100%of the premiums.The State implicitly subsidizes the healthcare premium rates paid by the retirees by allowing them to participate in the same health plan offered to active employees. Retirees under age 65 pay the same premium amounts as applicable to active employees. Retirees over age 65 are included in the overall risk pool but pay a lesser premium amount than is applicable to active employees because Medicare is the primary payer.Retirees are required to enroll in the Federal Medicare (Medicare)program for their primary coverage as soon as they are eligible. The total OPEB liability reported as of June 30,2023,was determined by an actuarial valuation as of July 1,2022. Fund Proportion 0.004003301 % 0.003933871 % (0.000069430)% The Fund is allocated a share of the State’s OPEB liability,deferred outflows,deferred inflows and expense based on the number of full-time equivalent positions funded.As of June 30,2023, the State reported a total OPEB liability of $7,843,255,855 of which the Fund reported $384,044 for its proportionate share of the total OPEB liability measured as of June 30,2022.The table below presents the Fund’s proportion and change in proportion since the prior measurement date: Fund Proportion 0.003933871 % 0.004896483 % 0.000962612 % As of June 30,2022,the State reported a total OPEB liability of $10,540,636,644 of which the Fund reported $414,655 for its proportionate share of the total OPEB liability measured as of June 30,2021.The table below presents the Fund’s proportion and change in proportion since the prior measurement date: Note that the projected post-65 employee contributions for the fully-insured HMO plan are assumed to cover the entire cost ofthe program. • Required Supplementary Information Fund’s covered Notes: Florida Hurricane Catastrophe Fund-Fiscal Years Ended June 30,2023 and 2022 66 No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB 75 to pay related benefits.There were no changes to benefit terms during any reporting period. 6/30/2023 6/30/2022 6/30/2021 4.09% 2.18% 2.66% 6/30/2020 6/30/2019 6/30/2018 2.79% 3.87% 3.58% 1,227,746 1,284,242 1,222,905 1,141,601 1,081,584 1,038,160 31.28 % 32.29 % 33.69 % 44.38 % 37.94 % 38.55 % Fund’s proportion of the total OPEB liability Fiscal year ended1 6/30/2023 6/30/2022 6/30/2021 6/30/2020 6/30/2019 6/30/2018 OPEB Plan Measurement Date 6/30/2022 6/30/2021 6/30/2020 6/30/2019 6/30/2018 6/30/2017 Fund’s proportionate share ofthe total OPEB liability2 0.00489648 %$ 0.00393387 % 0.00400330 % 0.00400292 % 0.00388884 % 0.00370228 % Schedule of Fund’s Proportionate Share of the Total Other Postemployment Benefits Liability -Last 10 Fiscal Years* Fund’s proportionate share of the total OPEB liability as a percentage of covered employee payroll employee payroll 384,044 I 414,655 411,941 506,699 410,333 400,257 1 The total other postemployment benefits liability (OPEB)information is reported on a one year lag.For example,OPEB information reported for the fiscal year ended June 30,2023,is as of measurement date June 30,2022. 2 Changes in actuarial assumptions:Generally,a decrease in the 20-year tax-exempt general obligation municipal bond rate used to determine the total OPEB liability increases the Fund’s proportionate share of the total OPEB liability,and an increase in the bond rate decreases the Fund’s proportionate share of the total OPEB liability.The municipal bond rates used to determine the total OPEB liability were as follows in each fiscal year: Other changes in actuarial assumptions were as follows: For fiscal year ended June 30,2023,claims costs and premium rates were updated with information provided by the Division of State Group Insurance as well as the premiums that are actually being charged to participants. The net result was a slight increase in the liability.The medical trend assumption was based on the Getzen Model,along with information from the August 2022 Report on Financial Outlook of the Plan.The impact of the trend rate changes is a small increase in the liability,due primarily to higher trend rates in the first several years. For fiscal year ended June 30,2022,retirement rates were updated to those used in the FRS Actuarial Valuation conducted by Milliaman as ofJuly 1,2019,from the previously used rates from July 1,2015.This decreased the total OPEB liability by about 7%.Active medical plan election participation rate assumptions changed from 50%to 43%,resulting in a decrease in total OPEB liability of about 8%. For fiscal year ended June 30,2021,the excise tax that was to go into effect in 2022 was repealed.The impact ofthis change was a decrease in liabilities of about 13%. For the fiscal year ended June 30,2020,the OPEB valuation conducted as of July 1,2019,reflected the full impact of the Excise Tax that was to go into effect in 2022.The impact of this change was an increase in liabilities of about 12%.Mortality rates were changed to use Pub-2010 mortality tables with fully generational improvement using Scale MP-2018.Mortality rates were previously based on FP-2000 mortality tables with fully generational improvement using Scale BB.This change decreased liabilities by about 5%. *This schedule is intended to present information for 10 years.However,until a full 10-year trend is compiled, the Fund is presenting information for those years for which information is available. Crowe LLP Independent Member Crowe Global (Continued) 67. INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS The Trustees of the State Board of Administration of Florida Florida Hurricane Catastrophe Fund We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the combined financial statements of the Florida Hurricane Catastrophe Fund (the Fund), as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Fund’s basic financial statements, and have issued our report thereon dated November 1, 2023. Report on Internal Control Over Financial Reporting In planning and performing our audit of the combined financial statements, we considered the Fund's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Fund's combined financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 68. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Crowe LLP Tampa, Florida November 1, 2023 APPENDIX C-1 DEFINITIONS [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C-1 DEFINITIONS "Accreted Amount" means with respect to Capital Appreciation Bonds, the amount set forth in the Supplemental Indenture authorizing the issuance of such Capital Appreciation Bonds as the amount representing the initial public offering price, plus the accumulated and compounded interest on such Capital Appreciation Bonds. "Act" means Section 215.555, Florida Statutes, as amended, or any successor statute. "Actual Claims-paying Capacity" means the sum of the balance of the fund as of December 31 of a Contract Year, plus any reinsurance purchased by the Fund, plus the amount the Corporation is able to raise through the issuance of revenue bonds under Section 215.555(6), Florida Statutes. "Actuarially indicated" or "actuarially-determined" means, with respect to premiums paid by insurers for reimbursement provided by the fund, an amount determined according to principles of actuarial science to be adequate, but not excessive, in the aggregate, to pay current and future obligations and expenses of the fund, including additional amounts if needed to pay debt service on revenue bonds issued under the Act and to provide required debt service coverage in excess of the amounts required to pay actual debt service on revenue bonds issued under 215.555(6), Florida Statutes, and determined according to principles of actuarial science to reflect each insurer's relative exposure to hurricane losses. "Audited Financial Statements" means the combined financial statements of the FHCF and the Corporation for a 12-month period, or for such other period for which an audit has been performed, that have been audited and reported upon by an Auditor in accordance with generally accepted auditing standards. "Auditor" means an independent certified public accountant or firm of independent public accountants selected by the State Board of Administration. "Authorized Officer of the Corporation" means each person who is authorized by resolution of the Governing Body of the Corporation to perform the duties imposed on an Authorized Officer of the Corporation by the Master Indenture and whose name is filed with the Master Trustee for such purpose. "Authorized Officer of the State Board of Administration" means each person who is authorized by resolution of the Governing Body of the FHCF to perform the duties imposed on an Authorized Officer of the State Board of Administration by the Master Indenture and whose name is filed with the Master Trustee for such purpose. C-1-2 "Balloon Indebtedness" means Indebtedness twenty-five percent (25%) or more of the principal payments of which are due in a single Fiscal Year, which portion of the principal is not required by the documents pursuant to which such Indebtedness is incurred to be amortized by payment or redemption prior to such year. "Bond" or "Bonds" means the bonds issued under the provisions of the Master Indenture and secured on a parity with each other and any Parity Debt by the Master Indenture. "Bond Counsel" means a firm of lawyers, selected by the Corporation, nationally recognized for legal expertise in matters relating to municipal bonds. "Bond Fund" means the Bond Fund created and so designated by Section 501 of the Master Indenture. "Bond Registrar" means, with respect to any Series of Bonds, the Bond Registrar at the time serving as such under the Supplemental Indenture authorizing the issuance of such Series, whether the original or a successor Bond Registrar. With respect to the Series 2024A Bonds, "Bond Registrar" means the institution serving at the time as Master Trustee. "Business Day" means a day on which the Corporation, the Fund, the Master Trustee and each Bond Registrar are open for the purpose of conducting their businesses. "Capital Appreciation Bonds" means Bonds the interest on which is compounded at the rates and on the dates set forth in the Supplemental Indenture authorizing the issuance of such Bonds and is payable upon redemption or on the maturity date of such Bonds. "Capitalized Interest Account" means the account in the Bond Fund created and so designated by Section 501 of the Master Indenture. "Closing" means the delivery of and payment for the Series 2024A Bonds. "Closing Date" means the date of the Closing. "Code" means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder. "Consultant" means a firm or firms which are not, and no member, director, officer, trustee or employee of which is, an officer, director, trustee or employee of the Corporation, the FHCF, the State Board of Administration or the State, and which has a national reputation for having the skill and experience necessary to render the particular report or recommendations required by the provision of the Master Indenture in which such requirement appears. C-1-3 "Contract Year" means the term of the reimbursement contracts between the State Board of Administration and insurers writing Covered Policies, presently June 1 to May 31 of each year. "Corporation" means the State Board of Administration Finance Corporation, a public benefits corporation, which is an instrumentality of the State, and its legal successors. "Corpus Earnings" means the income derived from the investment of the Corpus of the FHCF. "Corpus of the FHCF" means, as of a particular date, the sum of (i) the unrestricted net assets held by the FHCF on the last day of the preceding Fiscal Year, (ii) the Reimbursement Premiums and Reimbursement Premium Earnings held by the FHCF in the then current Fiscal Year that are in excess of the amounts required for deposit to the credit of the accounts and subaccounts in the Revenue Fund in accordance with the provisions of Section 502 of the Master Indenture and as shall be required for application in accordance with the provisions of Sections 503 and 504 of the Master Indenture, and (iii) without duplication, the amount of the Reimbursement Premiums and Emergency Assessments released in accordance with the provisions of Section 3(f) of the Pledge Agreement and Section 503(e)(ii)(Y) of the Master Indenture and the amount of the Emergency Assessments released in accordance with the provisions of Section 503(e)(ii)(Z) of the Master Indenture from the pledge and security interest granted by the Pledge Agreement. Proceeds of Bonds do not constitute a portion of the Corpus of the FHCF for purposes of this definition. "Costs of Issuance" means those costs that are payable from Bond proceeds with respect to the authorization, sale and issuance of Bonds, deposits to the funds, accounts and subaccounts established by the Master Indenture and any Supplemental Indenture, underwriting fees, auditors' or accountants' fees, printing costs, costs of reproducing documents, filing and recording fees, fees and expenses of fiduciaries, legal fees and charges, professional consultants' fees, costs of credit ratings, fees and charges for the execution, transportation and safekeeping of Bonds, governmental charges, costs of entering into Derivative Agreements, obtaining Investment Obligations and establishing or obtaining Credit Facilities, and other costs, charges and fees in connection with the foregoing. Notwithstanding the foregoing, Costs of Issuance may be paid from other available funds of the Corporation. "Costs of Issuance Fund" means the Costs of Issuance Fund created and so designated by Section 401 of the Master Indenture. "Covered Event" means any one storm declared to be a hurricane by the National Hurricane Center, which storm causes insured losses in the State. C-1-4 "Covered Events Relief Fund" means the Florida Hurricane Catastrophe Fund Covered Events Relief Fund created and so designated by Section 8 of the Pledge Agreement. "Covered Policy" means any insurance policy covering residential property in this state, including, but not limited to, any homeowner, mobile home owner, farm owner, condominium association, condominium unit owner, tenant, or apartment building policy, or any other policy covering a residential structure or its contents issued by any authorized insurer, including a commercial self-insurance fund holding a certificate of authority issued by the Office of Insurance Regulation under Section 624.462, Florida Statutes, the Citizens Property Insurance Corporation and any joint underwriting association or similar entity created pursuant to law. The term "covered policy" includes any collateral protection insurance policy covering personal residences which protects both the borrower's and the lender's financial interests, in an amount at least equal to the coverage amount for the dwelling in place under the lapsed homeowner's policy, the coverage amount that the homeowner has been notified of by the collateral protection insurer, or the coverage amount that the homeowner requests from the collateral protection insurer, if such policy can be accurately reported as required in Section 215.555(5), Florida Statutes. Additionally, covered policies include policies covering the peril of wind removed from the Florida Residential Property and Casualty Joint Underwriting Association or from the Citizens Property Insurance Corporation, created pursuant to Section 627.351(6), Florida Statutes, or from the Florida Windstorm Underwriting Association, created pursuant to Section 627.351(2), Florida Statutes, by an authorized insurer under the terms and conditions of an executed assumption agreement between the authorized insurer and such association or Citizens Property Insurance Corporation. Each assumption agreement between the association and such authorized insurer or Citizens Property Insurance Corporation must be approved by the Office of Insurance Regulation prior to the effective date of the assumption, and the Office of Insurance Regulation must provide written notification to the board within 15 working days after such approval. "Covered policy" does not include any policy that excludes wind coverage or hurricane coverage or any reinsurance agreement and does not include any policy otherwise meeting this definition which is issued by a surplus lines insurer or a reinsurer. All commercial residential excess policies and all deductible buy-back policies that, based on sound actuarial principles, require individual ratemaking shall be excluded by rule if the actuarial soundness of the fund is not jeopardized. For this purpose, the term "excess policy" means a policy that provides insurance protection for large commercial property risks and that provides a layer of coverage above a primary layer insured by another insurer. "Credit Facility" means a line of credit, letter of credit, standby bond purchase agreement, bond insurance policy or similar liquidity or credit facility established or obtained in connection with the issuance of any Bonds, incurrence of any other Parity Debt or incurrence of any Subordinated Indebtedness. C-1-5 "Credit Provider" means the Person providing a Credit Facility, as designated in the Supplemental Indenture authorizing the issuance of a Series of Bonds or in the Parity Debt Resolution authorizing the incurrence of Parity Debt or in the Subordinated Indebtedness Resolution authorizing the incurrence of Subordinated Indebtedness. "Cross-over Date" means, with respect to Cross-over Refunding Indebtedness, the date on which the principal portion of the related Cross-over Refunded Indebtedness is to be paid or redeemed from the proceeds of such Cross-over Refunding Indebtedness. "Cross-over Refunded Indebtedness" means Indebtedness refunded by Cross-over Refunding Indebtedness. "Cross-over Refunding Indebtedness" means Indebtedness issued for the purpose of refunding other Indebtedness if the proceeds of such Cross-over Refunding Indebtedness are irrevocably deposited in escrow to secure the payment on the applicable redemption date or maturity date of the Cross-over Refunded Indebtedness, and the earnings on such escrow deposit (i) are required to be applied to pay interest on such Cross-over Refunding Indebtedness until the Cross-over Date and (ii) shall not be used directly or indirectly to pay interest on the Cross-over Refunded Indebtedness. "Current Expenses of the Corporation" means all expenses incurred by the Corporation in the administration of the Corporation, including, without limiting the generality of the foregoing, arbitrage rebate and penalties, all administrative expenses, salaries and other compensation, personnel expenses properly chargeable to the Corporation, fees and expenses incurred for professional consultants and fiduciaries, including the fees and expenses of the Master Trustee and any Bond Registrar, and all Current Expenses of the Corporation so identified in the Master Indenture, a Parity Resolution, a Subordinated Indebtedness Resolution or any other resolution adopted by the Governing Body of the Corporation, but Current Expenses of the Corporation shall not include (i) depreciation or amortization, (ii) any deposit to any fund, account and subaccount established under the Master Indenture or any Supplemental Indenture or any payment of principal, redemption premium, if any, and interest on any Bonds from any such fund, account and subaccount or (iii) any debt service payment in respect of Parity Debt or Subordinated Indebtedness. "Current Expenses of the FHCF" means the current expenses for the operation of the FHCF, including, without limiting the generality of the foregoing, all administrative expenses, salaries and other compensation, personnel expenses properly chargeable to the FHCF, fees and expenses incurred for professional consultants and fiduciaries, refunds related to over-payments of Reimbursement Premiums or refunds of interest related to loss reimbursements or overpayments of Reimbursement Premiums, the premiums, fees and costs of procuring reinsurance for the FHCF, all operating transfers or contributions required by the Act, including operating transfers or contributions pursuant to Section C-1-6 215.555(7)(c) of the Act, and all Current Expenses of the FHCF so identified in the Pledge Agreement or in a resolution adopted by the State Board of Administration; but Current Expenses of the FHCF shall not include (i) depreciation or amortization, (ii) any deposit to any fund, account and subaccount established under the Master Indenture or any Supplemental Indenture or any payment of principal, redemption premium, if any, and interest on any Bonds from any such fund, account and subaccount, (iii) any debt service payment in respect of Parity Debt or Subordinated Indebtedness, or (iv) payments or advances to insurers writing Covered Policies in the State for hurricane losses pursuant to reimbursement contracts entered into with such insurers by the State Board of Administration pursuant to the Act. "Current Interest Bonds" means Bonds the interest on which is payable on the Interest Payment Dates provided therefor in the Supplemental Indenture authorizing the issuance of such Bonds. "Debt service coverage" means the amount, if any, required by the documents under which revenue bonds are issued, which amount is to be received in any fiscal year in excess of the amount required to pay debt service for such fiscal year. "Debt Service Coverage Ratio" means, for any period of time, the ratio determined by dividing the Premium and Assessment Revenue Available for Debt Service by the Maximum Debt Service Requirement. "Debt service" means the amount required in any fiscal year to pay the principal of, redemption premium, if any, and interest on revenue bonds and any amounts required by the terms of documents authorizing, securing, or providing liquidity for revenue bonds necessary to maintain in effect any such liquidity or security arrangements. "Debt Service Requirement" means, for any period of twelve (12) consecutive calendar months for which such determination is made, the aggregate of the payments to be made in respect of principal and interest (whether or not separately stated) on Outstanding Indebtedness during such period, also taking into account: (i) with respect to Balloon Indebtedness, the amount of principal which would be payable in such period if such principal were amortized from the date of incurrence thereof over a period of thirty (30) years on a level debt service basis, at an interest rate equal to the current market rate for a fixed rate, 30-year obligation, set forth in an opinion, delivered to the Master Trustee, of a banking institution or an investment banking institution, selected by the Corporation and knowledgeable in municipal finance, as the interest rate at which the Person that incurred such Indebtedness could reasonably expect to borrow the same by incurring Indebtedness with the same term as assumed above; provided, however, that if the date of calculation is within twelve (12) calendar months of the actual final maturity of such C-1-7 Indebtedness, the full amount of principal payable at maturity shall be included in such calculation; (ii) with respect to Indebtedness which is Variable Rate Indebtedness, the interest on such Indebtedness shall be calculated at the rate which is equal to the average of the actual interest rates which were in effect (weighted according to the length of the period during which each such interest rate was in effect) for the most recent twelve-month period immediately preceding the date of calculation for which such information is available (or shorter period if such information is not available for a twelve-month period), except that with respect to new Variable Rate Indebtedness, the interest rate on such Indebtedness on the date of its incurrence shall be calculated at the lesser of (a) the initial rate at which such Indebtedness is incurred and (b) the rate certified by a banking institution or an investment banking institution, selected by the Corporation and knowledgeable in municipal finance, as being the average rate such Indebtedness would have borne for the most recent twelve-month period immediately preceding the date of calculation if such Indebtedness had been outstanding for such period, and thereafter shall be calculated as set forth above; provided, however, that if the Corporation enters into a Derivative Agreement with respect to such Indebtedness, the interest on such Indebtedness shall be calculated as set forth in clause (iv) below; (iii) with respect to any Credit Facility, (a) to the extent that such Credit Facility has not been used or drawn upon, the principal and interest relating to the reimbursement obligation for such Credit Facility shall not be included in the Debt Service Requirement and (b) to the extent that such Credit Facility shall have been drawn upon, the payment provisions of such Credit Facility with respect to repayment of principal and interest thereon shall be included in the Debt Service Requirement; (iv) with respect to Derivative Indebtedness, the interest on such Indebtedness during any Derivative Period thereunder shall be calculated by adding (a) the amount of interest payable by the Corporation pursuant to its terms and (b) the amount payable by the Corporation under the Derivative Agreement and subtracting (c) the amount payable by the Derivative Agreement Counterparty at the rate specified in the Derivative Agreement, except that to the extent that the Derivative Agreement Counterparty has defaulted on its payment obligations under the Derivative Agreement, the amount of interest payable by the Corporation from the date of default shall be the interest calculated as if such Derivative Agreement had not been executed; (v) subject to the provisions of clause (iv) above, to the extent that any Indebtedness incurred pursuant to the Master Indenture requires that the Corporation pay the principal of or interest on such Indebtedness in any currency or C-1-8 currencies other than United States dollars, in calculating the amount of the Debt Service Requirement, the currency or currencies in which the Corporation is required to pay shall be converted to United States dollars using a conversion rate equal to the applicable conversion rate in effect on a date that is not more than thirty (30) days prior to the date on which such Indebtedness is incurred; (vi) in the case of Indebtedness a feature of which is an option on behalf of the Owners or Holders to tender to the Corporation or the Master Trustee, or any agent of either, all or a portion of such Indebtedness, the options of such Owners or Holders shall be ignored, provided that such Indebtedness shall have the benefit of a Credit Facility and the institution or a guarantor of its obligations shall have ratings from at least two of the Rating Agencies in not less than one of the two highest short-term rating categories (without gradations such as plus or minus); and (vii) in the case of Indebtedness, having the benefit of a Credit Facility that provides for a term loan facility that requires the payment of the Principal of such Indebtedness in one (1) year or more, such Indebtedness shall be considered Balloon Indebtedness and shall be assumed to have the maturity schedule provided clause (i)(a) of this definition; provided, however, that interest shall be excluded from the determination of Debt Service Requirement to the extent that provision for payment of the same is made from the proceeds of the Indebtedness or otherwise provided so as to be available for deposit into the Capitalized Interest Account or similar account not later than the date of delivery of and payment for such Indebtedness or the reissuance date of any Pre-Event Parity Obligations reissued Post-Event as Parity Obligations; and provided further that, notwithstanding the foregoing, the aggregate of the payments to be made with respect to principal of and interest on Outstanding Indebtedness shall not include principal and/or interest payable from Qualified Escrow Funds. "Defaulted Interest" means Defaulted Interest as defined in Section 203 of the Ninth Supplemental Indenture. "Defeasance Obligations" means, with respect to the Series 2024A Bonds, (i) noncallable, nonprepayable Government Obligations, (ii) evidences of ownership of a proportionate interest in specified noncallable, nonprepayable Government Obligations, which Government Obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state or territory thereof in the capacity of custodian, (iii) Defeased Municipal Obligations, and (iv) evidences of ownership of a proportionate interest in specified Defeased Municipal Obligations, which Defeased Municipal Obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state or territory thereof in the capacity of custodian. C-1-9 "Defeased Municipal Obligations" means, to the extent from time to time permitted by law, obligations of state or local government municipal bond issuers rated in the highest rating category by any two Rating Agencies and provision for the payment of the principal of and redemption premium, if any, and interest on which shall have been made by irrevocable deposit with a trustee or escrow agent of noncallable, nonprepayable Government Obligations, which Government Obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state or territory thereof in the capacity as custodian, the maturing principal of and interest on which Government Obligations, when due and payable, shall have been verified by an independent certified public accountant or firm of independent certified public accountants to be sufficient to pay the principal of and redemption premium, if any, and interest on such obligations of state or local government municipal bond issuers. "Depositary" means one or more banks or trust companies or other institutions, including the Master Trustee, duly authorized by law to engage in the banking business and designated by the Corporation as a depositary of moneys under this Master Indenture. "Derivative Agreement" means (i) any contract known as or referred to or which performs the function of an interest rate swap agreement, currency swap agreement, forward payment conversion agreement or futures contract; (ii) any contract providing for payments based on levels of, or changes or differences in, interest rates, currency exchange rates, or stock or other indices; (iii) any contract to exchange cash flows or payments or series of payments; (iv) any type of contract called, or designed to perform the function of, interest rate floors or caps, options, puts or calls or to hedge or minimize any type of financial risk, including, without limitation, payment, currency, rate or other financial risk; and (v) any other type of contract or arrangement that the Corporation determines is to be used, or is intended to be used, to manage or reduce the cost of Indebtedness, to convert any element of Indebtedness from one form to another, to maximize or increase investment return, to minimize investment return risk or to protect against any type of financial risk or uncertainty. "Derivative Agreement Counterparty" means, with respect to a Derivative Agreement, the Person that is identified in such agreement as the counterparty to, or contracting party with, the Corporation. "Derivative Agreements Account" means the account in the Revenue Fund created and so designated by Section 501 of the Master Indenture. "Derivative Indebtedness" means Indebtedness or any portion thereof with respect to which the Corporation shall have entered into a Derivative Agreement. "Derivative Period" means the period during which a Derivative Agreement is in effect. C-1-10 "Emergency Assessment Base" means the total of direct written premium reported for all assessable lines of insurance under the Act. "Emergency Assessments" means the money paid or payable to the Corporation or the FHCF from the emergency assessments levied with respect to assessable lines of insurance as provided from time to time by the Act. There shall be included within the ambit of "Emergency Assessments" any interest, penalty or surcharge paid or payable on late payments of such emergency assessments. "Emergency Assessments Account" means the account in the Revenue Fund created and so designated by Section 501 of the Master Indenture. "Emergency Assessment Earnings" means the income derived from the investment of Emergency Assessments. "Estimated Claims-paying Capacity" means the sum of the projected year-end balance of FHCF as of December 31 of a Contract Year, plus any reinsurance purchased by FHCF, plus the board's estimate of the board's borrowing capacity. "Event of Default" means any one or more of those events set forth in Section 802 of the Master Indenture. "FHCF" or "Fund" means Florida Hurricane Catastrophe Fund, a trust fund established for bond covenants, indentures or resolutions within the meaning of Section 19(f)(3), Article III of the State Constitution, and its legal successors. "Fiscal Year" means the fiscal year of the FHCF, which shall be the period beginning on July 1 of each year and ending on June 30 of the following year, unless the Master Trustee is notified in writing by an Authorized Officer of the State Board of Administration of a change in such period, in which case the Fiscal Year shall be the period set forth in such notice. The Corporation shall have the same Fiscal Year as the FHCF. "Fitch" means Fitch Inc., and its legal successors, provided that references to "Fitch" are effective only so long as Fitch is a Rating Agency. "Florida Insurance Code" means Chapters 624-632, 634, 635, 636, 641, 642, 648, and 651, Florida Statutes, as amended. "Future Covered Event" means a Covered Event that occurs in the Contract Year beginning June 1, 2024 and ending May 31, 2025, or any subsequent Contract Year. "Governing Body" means, with respect to the Corporation, its board of directors or other board of individuals or designees in which the powers of the Corporation are vested C-1-11 under the Act. With respect to the FHCF, "Governing Body" means the State Board of Administration. "Government Obligations" means direct obligations of, and obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. "Gross Receipts" means all revenues, income, receipts and money (other than proceeds of borrowing) received in any period by or on behalf of the Corporation, including, without limitation, (a) Emergency Assessments, (b) Emergency Assessment Earnings, (c) Reimbursement Premiums, (d) Reimbursement Premium Earnings, (e) Other Pledged Money, (f) proceeds derived from (i) securities and other investments and (ii) contract rights and other rights and assets now or hereafter owned, held or possessed by the Corporation and (g) interest or investment income on all investments, including investments of proceeds of any Pre-Event Indebtedness incurred by the Corporation. "Holder" means the holder or owner of Parity Debt. "Incurrence Test" means the test for the incurrence for Parity Obligations established by Section 704 of the Master Indenture. "Indebtedness" means all obligations incurred or assumed by any Person: (i) for payments of principal and interest with respect to borrowed money, including any obligation to repay a Credit Provider for moneys drawn to pay and retire Indebtedness; and (ii) for payments under leases which are required to be capitalized in accordance with generally accepted accounting principles and under installment sale or conditional sale contracts; and (iii) for payments under installment sale or conditional sale contracts provided, however, that Indebtedness shall include only Parity Obligations and Subordinated Indebtedness and that any obligation constituting Indebtedness to pay a Credit Provider for moneys drawn to purchase, but not pay and retire, indebtedness shall constitute Indebtedness only to the extent such payments are in excess of any scheduled payments of principal and interest required to be made to such Credit Provider as an Owner or Holder of such Indebtedness. "indebtedness" means all indebtedness for any of the following: (i) for payments of principal and interest with respect to borrowed money; C-1-12 (ii) for payments on leases which are required to be capitalized in accordance with generally accepted accounting principles; and (iii) for payments on installment sale or conditional sale contracts. "Interest Account" means the account in the Bond Fund created and so designated by Section 501 of the Master Indenture. "Interest Payment Date" means, with respect to the Series 2024A Bonds, each July 1 and January 1, the first interest payment date being January 1, 2025. "Investment Obligations" means any investment authorized under Section 215.47, Florida Statutes, as amended from time to time, or any successor statute. "Lien" means any mortgage, deed of trust or pledge of, security interest in or encumbrance on any Property of the Corporation that secures any indebtedness incurred by the Corporation. "Losses" means all incurred losses under Covered Policies including additional living expenses not to exceed 40 percent of the insured value of a residential structure or its contents and amounts paid as fees on behalf of or inuring to the benefit of a policyholder. "Losses" does not include (i) losses for fair rental value, loss of rent or rental income, or business interruption losses, (ii) losses under liability coverages, (iii) property losses that are proximately caused by any peril other than a Covered Event, including, but not limited to, fire, theft, flood or rising water, or windstorm that does not constitute a Covered Event, (iv) amounts paid as a result of a voluntary expansion of coverage by the insurer, including but not limited to, a waiver of an applicable deductible, (v) amounts paid to reimburse a policyholder for condominium association or homeowners' association loss assessments or under similar coverages for contractual liabilities, (vi) amounts paid as bad faith awards, punitive damage awards, or other court-imposed fines, sanctions, or penalties; (vii) amounts in excess of the coverage limits under the Covered Policy, or (viii) allocated or unallocated loss adjustment expenses. "Master Indenture" means the Master Trust Indenture, including any amendments, such as the Seventh Supplemental Indenture, or supplements hereto, such as the Ninth Supplemental Indenture, pursuant to which the Series 2024A Bonds will be issued. "Master Trust Indenture" means Master Trust Indenture, dated as of June 1, 2006, by and between the Corporation and the Master Trustee. "Master Trustee" means Regions Bank (successor to Wells Fargo Bank, N.A.), Jacksonville, Florida and its successors in the trusts created under the Master Indenture. C-1-13 "Maximum Debt Service Requirement" means at the date of calculation the greatest Debt Service Requirement for the current or any succeeding Fiscal Year. "Moody's" means Moody's Investors Service, Inc., and its legal successors, provided that references to "Moody's" are effective only so long as Moody's is a Rating Agency. "Net Receipts" for any particular period means the excess of Gross Receipts after the payment of Current Expenses of the Corporation for such period. "Ninth Supplemental Indenture" means the Ninth Supplemental Trust Indenture, dated as of May 1, 2024, by and between the Corporation and the Master Trustee, authorizing and securing the Series 2024A Bonds. "Officer's Certificate" means a certificate signed by an Authorized Officer of the Corporation or an Authorized Officer of the State Board of Administration, as the case may be. Each Officer's Certificate presented pursuant to the Master Indenture shall state that it is being delivered pursuant to the Master Indenture (and shall identify the section or subsection of), and shall incorporate by reference and use in all appropriate instances all terms defined in, the Master Indenture. Each Officer's Certificate shall state that (i) the terms thereof are in compliance with the requirements of the section or subsection pursuant to which such Officer's Certificate is delivered or shall state in reasonable detail the nature of any non-compliance and the steps being taken to remedy such non-compliance and (ii) it is being delivered together with any opinions, schedules, statements or other documents required in connection therewith. Each Officer's Certificate may state that the certification is made to the best knowledge of such officer. "Opinion of Counsel" means an opinion in writing signed by (i) an attorney or firm of attorneys, selected by the Corporation and not unacceptable to the Master Trustee, or (ii) an attorney employed by the State or any agency thereof whose duties include responsibility for legal matters of the Corporation. Such opinion may rely on Officer's Certificates and other Opinions of Counsel and may contain customary exceptions and qualifications. "Other Pledged Money" means any money derived from any fees, premiums, assessments or other levies paid or payable to the FHCF or the Corporation, including the income derived from the investment thereof, pursuant to any law enacted, after the date of delivery of this Pledge Agreement, by the Legislature of the State, to the extent that such money is permitted or required by law to be pledged and used for the payment of the principal of and redemption premium, if any, and interest on Parity Obligations. "Outstanding", when used with reference to Bonds, means, as of a particular date, all Bonds theretofore authenticated and delivered under the Master Indenture, except: C-1-14 (a) Bonds theretofore cancelled by any Bond Registrar or delivered to any Bond Registrar or the Master Trustee for cancellation; (b) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under the Master Indenture; and (c) Bonds paid or deemed to have been paid in accordance with the defeasance or like provisions of the Supplemental Indenture delivered in connection with the issuance of such Bonds; provided, however, that in determining whether the Owners of the requisite principal amount of outstanding Bonds have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds owned by or under the control of the Corporation or the FHCF or any other obligor upon the Bonds shall be disregarded and deemed not to be outstanding, except that the term "obligor upon the Bonds" shall not include any Credit Provider unless otherwise provided in a Supplemental Indenture, and except that, in determining whether the Master Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Master Trustee knows to be so owned or controlled shall be so disregarded. Bonds so owned or controlled which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Master Trustee the pledgee's right so to act with respect to such Bonds and that the pledgee is not the Corporation, the FHCF or any other obligor upon the Bonds except a Credit Provider. The Corporation may provide in a Parity Resolution permitted by the Master Indenture as to when any Parity Obligations that are Variable Rate Indebtedness shall be deemed no longer to be Outstanding hereunder in a manner not inconsistent with the above definition. The Corporation may provide in a Parity Debt Resolution permitted hereby as to when any Parity Debt shall be deemed no longer to be outstanding hereunder in a manner not inconsistent with the above definition. When used with reference to Indebtedness other than Parity Obligations, "Outstanding" means, as of a particular date, all Indebtedness deemed to be outstanding under the documents pursuant to which it was incurred. "Owner" means a Person in whose name a Bond is registered in the registration books provided for in Section 205 of the Master Indenture. "Parity Common Reserve Account" means the account in the Bond Fund created and so designated by Section 501 of the Master Indenture. C-1-15 "Parity Common Reserve Account Requirement" means, with respect to all Parity Obligations secured by the Parity Common Reserve Account, the least of the following: (i) the sum of ten percent (10%) of the stated principal amount of each Series of Bonds secured by the Parity Common Reserve Account (adjusted as provided in the Code), (ii) the Maximum Annual Debt Service Requirement on all such Outstanding Parity Obligations, and (iii) one hundred twenty-five percent (125%) of the average annual Debt Service Requirements on all such Parity Obligations. The Parity Common Reserve Account Requirement may be satisfied with cash, Investment Obligations or Reserve Alternative Instruments, or any combination of the foregoing, as the Corporation may determine from time to time. "Parity Debt" means all Parity Obligations incurred or assumed by the Corporation and not evidenced by Bonds which (a) is designated as Parity Debt in the documents pursuant to which it was incurred, (b) is incurred in compliance with the provisions of Section 704 of the Master Indenture. or is a reimbursement obligation for a Credit Facility supporting Parity Obligations incurred in compliance with the provisions of Section 704 of the Master Indenture, and (c) may be accelerated only in compliance with the procedures set forth in Section 803 of the Master Indenture. "Parity Debt Resolution" means the resolution and any other documents, instruments or agreements adopted or executed by the Corporation providing for the incurrence of Parity Debt. "Parity Obligations" means Bonds and Parity Debt. "Parity Resolution" means a Supplemental Indenture or a Parity Debt Resolution, or both, as the case may be, authorizing the issuance of a Series of Bonds or the incurrence of Parity Debt. "Parity Tax-Exempt Obligations" means Tax-Exempt Bonds and Tax-Exempt Parity Debt. "Participating Insurer" means an insurer writing Covered Policies in the State which is required to enter into a reimbursement contract with the FHCF. "Person" includes an individual, association, unincorporated organization, corporation, limited liability company, partnership, joint venture, trust, state trust fund, unincorporated organization, and a government or an agency or a political subdivision thereof, as well as natural persons. "Pledge Agreement" means the Pledge and Security Agreement, dated as of June 1, 2006, by and among the Corporation, the State Board of Administration and the Master Trustee, including any amendments or supplements thereto. C-1-16 "Pledged Collateral" for any particular period means the excess of Reimbursement Premiums and Reimbursement Premium Earnings over the payment of Current Expenses of the FHCF, Emergency Assessments, Emergency Assessment Earnings, the net proceeds of, and investment income on such proceeds of, Parity Obligations, net payments to or for the account of the Corporation derived from Derivative Agreements and Other Pledged Money. There shall be included within the ambit of "Pledged Collateral": (i) all certificates and instruments, if any, from time to time representing or evidencing any of the Pledged Collateral, (ii) all interest, dividends, cash, instruments or other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Collateral and (iii) all proceeds of any or all of the Pledged Collateral. There shall be excluded from the ambit of "Pledged Collateral" the Corpus of the FHCF and Corpus Earnings, the net proceeds of Parity Obligations disbursed by the FHCF for losses, or advances for losses, from Covered Events, and Reimbursement Premiums and Reimbursement Premium Earnings released pursuant to Section 3(f) of the Pledge Agreement and Section 503(e)(ii)(Y) of the Master Indenture and Emergency Assessments and Emergency Assessment Earnings released pursuant to Section 503(e)(ii)(Z) of the Master Indenture from the pledge and security interest granted by the Pledge Agreement. In the case of the net proceeds of Parity Obligations, the pledge and security interest granted by the Pledge Agreement shall be effective only pending their disbursement by the FHCF for losses, or advances for losses, from Covered Events and shall be in favor of the Owners or Holders only of the Series of Parity Obligations (or Parity Obligations that refunded the Parity Obligations) from which such proceeds were derived. "Post-Event" when used in connection with Bonds, other Parity Obligations or the proceeds thereof refers to the issuance of Parity Obligations upon the occurrence of a Covered Event (i) to pay reimbursement at levels promised in reimbursement contracts for which moneys credited to the Corpus of the FHCF are insufficient, as authorized by the provisions, other than the last sentence, of Section 215.555(6)(a)1 of the Act or (ii) to refund other Post-Event Indebtedness or to refund Pre-Event Indebtedness issued or incurred prior to such Covered Event. "Pre-Event" when used in connection with Bonds, other Parity Obligations or the proceeds thereof refers to the issuance of Parity Obligations "in the absence of" a Covered Event, as authorized by the last sentence of Section 215.555(6)(a)1 of the Act. "Premium and Assessment Revenue Available For Debt Service" means the pro forma amount, indicated in an Officer's Certificate of the State Board of Administration delivered to the Master Trustee, that is certified by such Officer to be the excess, over the Current Expenses of the FHCF and the Current Expenses of the Corporation, of the sum of (a) the amount of Revenues from Reimbursement Premiums and Reimbursement Premium Earnings received by the FHCF in any 12 consecutive months of the last 18 calendar months preceding the date of such Certificate, taking into consideration and adjusted for (1) any changes in the Act or other applicable law or regulation (described in such Officer's C-1-17 Certificate) that would prospectively affect the amount of such Reimbursement Premiums to be received in the current or future Fiscal Years, and (2) any actuarially indicated adjustments to the Reimbursement Premiums that have been determined for, or are reasonably expected to take effect subsequent to the applicable 12-month period and in, the current or following Fiscal Year, as shall be set forth in such Officer's Certificate, and (b) the amount of Revenues from Emergency Assessments, such amount being the product obtained by multiplying (1) the maximum assessment percentage permitted by the Act on the date of such Certificate by (2) the most recently available 12-month Emergency Assessment Base, all as demonstrated in such Officer's Certificate. "Principal" means (a) with respect to any Capital Appreciation Bond, the Accreted Amount thereof (the difference between the stated amount to be paid at maturity and the Accreted Amount being deemed unearned interest), except as used in connection with the authorization and issuance of Bonds and with the order of priority of payments of Bonds after an Event of Default, in which case "principal" means the initial public offering price of a Capital Appreciation Bond and the difference between the Accreted Amount and the initial public offering price shall be deemed to be interest and (b) with respect to any Current Interest Bond, the principal amount of such Bond payable at maturity or in satisfaction of a Sinking Fund Requirement, if applicable. "Principal Account" means the account in the Bond Fund created and so designated by Section 501 of the Master Indenture. "Principal Payment Date" means, with respect to the Series 2024A Bonds, July 1. "Property" means any and all rights, titles and interests in and to any and all property whether real or personal, tangible or intangible and wherever situated. "Qualified Escrow Funds" means amounts deposited in a segregated escrow fund or other similar fund or account established in connection with Indebtedness, which amounts in such fund or account are required by the documents establishing such fund or account to be applied to the payment obligations with respect to principal of or interest on the Indebtedness. "Rating Agencies" means each of Fitch, Moody's, S&P and any other nationally recognized statistical rating organization that has, at the request of the State Board of Administration, a rating in effect for the Bonds. "Redemption Account" means the account in the Bond Fund created and so designated by Section 501 of the Master Indenture. "Redemption Price" means, with respect to any Indebtedness or portion thereof, the principal amount of such Indebtedness or portion called for redemption plus the applicable premium, if any, payable upon redemption thereof. C-1-18 "Regular Record Date" means, with respect to the Series 2024A Bonds, the June 15 and December 15 next preceding each Interest Payment Date. "Reimbursement Premiums" means the money paid or payable to the FHCF from reimbursement premiums levied from time to time under the Act. There shall be included within the ambit of "Reimbursement Premiums" any interest, penalty or surcharge paid or payable on late payments of such reimbursement premiums. "Reimbursement Premiums Account" means the account in the Revenue Fund created and so designated by Section 501 of the Master Indenture. "Reimbursement Premium Earnings" means the income derived from the investment of Reimbursement Premiums. "Reserve Alternative Instrument" means an irrevocable insurance policy or surety bond or an irrevocable letter of credit, guaranty or other facility deposited in the Parity Common Reserve Account or a Special Reserve Account in lieu of or in partial substitution for the deposit of cash and Investment Obligations in satisfaction of the Parity Common Reserve Account Requirement or a Special Reserve Account Requirement. "Revenue Available For Debt Service" means, for any period of time, the excess of Revenues, including the investment income from the investment of the proceeds of any Pre-Event Parity Obligations (but not any other Parity Obligations), over the sum of the Current Expenses of the FHCF and the Current Expenses of the Corporation. "Revenue Fund" means the Revenue Fund created and so designated by Section 501 of the Master Indenture. "Revenues" means revenues of the FHCF and the Corporation, as determined in accordance with generally accepted accounting principles, including, without limitation, Reimbursement Premiums, Reimbursement Premium Earnings, Emergency Assessments, Emergency Assessment Earnings and the income derived from the investment of the proceeds of any Pre-Event Parity Obligations (but not any other Indebtedness); provided, however, that (i) no determination thereof shall take into account any gain or loss resulting from the extinguishment of Indebtedness and (ii) no determination thereof shall take into account the value of any Derivative Agreement or any payments made by the Derivative Agreement Counterparty in accordance with the terms of such Derivative Agreement; provided further, however, that Revenues shall not include (I) the income from the investment of Qualified Escrow Funds or of proceeds of Pre-Event Indebtedness to the extent such income is applied to the payment of interest on Indebtedness which is excluded from the determination of the Debt Service Requirement and (II) the proceeds of any Indebtedness. C-1-19 "S&P" means S&P Global Ratings, a business unit of Standard &Poor's Financial Services LLC, and its legal successors, provided that references to S&P are effective only so long as S&P is a Rating Agency. "Securities Depository" or "Depository" means The Depository Trust Company, New York, New York, or any other recognized securities depository selected by the Corporation, which maintains a book-entry system in respect of a Series of Bonds, and shall include any substitute for or successor to the securities depository initially acting as Securities Depository. "Securities Depository Nominee" means, as to any Securities Depository, such Securities Depository or the nominee of such Securities Depository in whose name there shall be registered on the registration books maintained by the Bond Registrar the Bond certificates to be delivered to and immobilized at such Securities Depository during the continuation of participation with such Securities Depository in its book-entry system. "Serial Bonds" means the Bonds of any Series that are stated to mature in annual or semi-annual installments. "Series," whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series. "Series 2024A Account of the Costs of Issuance Fund" means the account created and designated by Section 401(c) of the Ninth Supplemental Indenture. "Series 2024A Bonds" or "2024A Bonds" means the State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable), issued pursuant to Section 208 of the Master Indenture and Section 208 of the Ninth Supplemental Indenture. "Series 2024A Subaccount of the Interest Account" means the subaccount created and so designated by Section 401(a) of the Ninth Supplemental Indenture. "Series 2024A Subaccount of the Principal Account" means the subaccount created and so designated by Section 401(b) of the Ninth Supplemental Indenture. "Seventh Supplemental Indenture" means the Seventh Supplemental Trust Indenture by and between the Corporation and the Master Trustee, dated as of March 1, 2016. "Short-Term Indebtedness" means all Indebtedness incurred for borrowed money, other than the current portion of Indebtedness and other than Short-Term Indebtedness excluded from this definition as provided in the definition of Indebtedness, for any of the following: C-1-20 (i) money borrowed for an original term, or renewable at the option of the borrower for a period from the date originally incurred, of one year or less; (ii) leases which are capitalized in accordance with generally accepted accounting principles having an original term, or renewable at the option of the lessee for a period from the date originally incurred, of one year or less; and (iii) installment sale or conditional sale contracts having an original term of one year or less. "Sinking Fund Account" means the account in the Bond Fund created and so designated by the provisions of Section 501 of the Master Indenture. "Sinking Fund Requirement" means, with respect to any Series of Bonds, the Sinking Fund Requirement provided in the Supplemental Indenture authorizing the issuance of such Series. "Special Record Date" means a date fixed by the Master Trustee for the payment of Defaulted Interest pursuant to Section 203 of the Ninth Supplemental Indenture. "Special Reserve Account" means a special debt service reserve account created by a Parity Resolution as a debt service reserve account only for the particular Parity Obligations authorized by such Parity Resolution. "Special Reserve Account Requirement" means the amount to be deposited or maintained in a Special Reserve Account pursuant to the Parity Resolution creating such Special Reserve Account. The Special Reserve Account Requirement may be satisfied with cash, Investment Obligations, a Reserve Alternative Instrument or any combination of the foregoing, as the Corporation may determine from time to time. "State" means the State of Florida. "State Board of Administration" means the State Board of Administration of Florida, acting as the governing and administrator of the FHCF, and its legal successors. "State Covenant" means the State's covenant recited in Section 708 of the Master Indenture. "Subordinated Indebtedness" means Indebtedness the terms of which shall provide that it shall be subordinate and junior in right of payment to the prior payment in full of Parity Obligations to the extent and in the manner set forth in Section 211 of the Master Indenture. C-1-21 "Subordinated Indebtedness Resolution" means the resolution and any other documents, instruments or agreements adopted or executed by the Corporation providing for the incurrence of Subordinated Indebtedness. If the Subordinated Indebtedness shall have the benefit of a Credit Facility, the reimbursement obligation for such Credit Facility shall provide for repayments on a subordinated basis and the term Subordinated Indebtedness Resolution shall include any reimbursement agreement or similar repayment agreement executed and delivered by the Corporation in connection with the provision of such Credit Facility for such Subordinated Indebtedness. "Supplemental Indenture" means a resolution of the Governing Body of the Corporation authorizing any particular Series of Bonds, together with a Supplemental Indenture executed and delivered by the Corporation in connection with the issuance of such Series of Bonds, that is required to be executed and delivered by the terms of the Master Indenture prior to the issuance of such Series. "Tax-Exempt Bonds" means all Bonds so identified in the Supplemental Indenture authorizing the issuance of such Bonds. "Tax-Exempt Parity Debt" means all Parity Debt so identified in the Parity Debt Resolution authorizing the incurrence of such Parity Debt. "Tax-Exempt Parity Obligations" means collectively all Tax-Exempt Bonds and all Parity Debt. "Term Bonds" means the Bonds of any Series, other than Serial Bonds, that are designated as such in the Supplemental Indenture authorizing the issuance of such Series. "Variable Rate Indebtedness" means any portion of Indebtedness the interest rate on which is not established at the time of incurrence at a fixed or constant rate until maturity. [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C-2 MASTER TRUST INDENTURE; SEVENTH SUPPLEMENTAL INDENTURE [THIS PAGE INTENTIONALLY LEFT BLANK] C-2-1 Table ofContents Page ArticleILINDEBTEDNESS8 MASTER TRUST INDENTURE1 by and between2 3 and5 ArticleHI.REDEMPTION21 .27Section301.RedemptionGeneral1y.22 Article IV.COSTS OF ISSUANCE FUND23 Dated as ofJune 1,20068 C-2-1 i 2 ...5 .19 .20 6 7 FLORIDA HURRICANE CATASTROPHE FUND FINANCE CORPORATION 9 10 11 12 13 14 15 16 17 IB 19 20 24 25 26 27 28 29 30 3 4 5 6 7 Article V.APPLICATIONOF GROSS RECEIPTSANDNETRECEIPTS;FUNDS ANDACCOUNTS ...28 ....30 ....30 ...33 Article I.DEFINITIONS AND OTHER PROVISIONS CONCERNING INTERPRETATION WELLS FARGO BANK,N.A., as MasterTrustee 31 32 33 34 35 36 37 38 ...27 ...27 ...27 ..28 —28 ...20 ...21 ...22 ...22 ...22 ...23 ..23 ...23 ...24 ...25 ...25 ...26 .34 Section506.Application ofMoneyin PrincipalAccount.....35 Section507.Application of Moneyin Sinking FundAccount ,.—..35 Section 401_CostsofIssuance Fund. Section 402.PaymentsfromCosts ofIssuanceFund Section403.Requisitions fromCostsofIssuanceFund-..-...— Section404.Relianceupon Requisitioos.. Section405.Disposition ofCosts of IssuanceFund Balance....... Section 101.Definitions.•—— Section 102.Interpretation ..... Section 103.StarisofParity Obligations Section 201-LimitationonIncurrence ofIndebtedness Section202.Details of Bonds - Section203.Execution and Form ofBonds -—. Section204.ExchangeofBonds -— Section205.NegotiabilityandRegistrationofTransfer ofBonds..., Section 206.Ownership of Bonds .......... Section 207.AuthenticationofBonds.....—-— Section 208 Terms and Conditions forIncurrenceofIndebtedness Section 209.Temporary Bonds ....—— Section 210.Mutilated.Destroyed,lostor Stolen Bonds Scctiuu 211.Sulnirdinated Indebtedness Section 212.AdditionalRestrictions....——-—. Section 501 EstablishmentofFundsand Accounts — Section502.GrossReceipts Received hytheCorporationor theMasterTrustee. Section503.ApplicationofMoneyinRevenue Fund........ Section504.UseofMoney forDebtService Accounts andReserveAccounts Section505.ApplicationofMoney inInterest AccountandCapitalized Interest . Account Application ofMoneyin PrincipalAccount. C-2-2 Article VII.COVENANTSOF TIECORPORATIONANDTHESTATE15 26 ArticleVIII.DEFAULTS AND REMEDIES26 Article XH.DEFEASANCE32 ..69Section1201.ReleaseofMasterIndenture33 ArticleXIII.MISCELLANEOUS PROVISIONS34 ArticleIX.THEMASTERTRUSTEEAND THE BOND REGISTRAR41 42 Section 901.AcceptanceofTrusts..J7 C-2-2 ....49 ....50 ...50 Removal ofMasterTrustee Appointment ofSuccessorMasterTrut 9 10 ArticleVI.DEPOSITARIES OFMONEY,SECURITY FOR DEPOSITS, INVESTMENTOFFUNDS ANDCOVENANT AS TO ARBITRAGE ......45 46 47 .47 49 35 36 37 38 39 40 41 42 20 21 22 Section 1001.ExecutionofInstruments .... Section 1002.PreservationofInformation;Communications Section 1003.CreditProvideras Owner orHolder ArticleXLSUPPLEMENTS AND AMENDMENTS 59 60 60 60 60 61 ....58 ....58 ...59 ..61 ..61 ..61 ..62 ..63 .63 .70 .70 .70 .71 11 12 13 14 16 17 18 19 20 21 22 23 24 25 1 2 3 4 5 6 7 8 50 51 .....51 .....52 ...53 55 55 ...-55 ....56 56 56 56 56 57 .42 .42 .44 .45 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 23 24 25 27 28 29 30 31 71 .-..71 .....72 .64 .64 .65 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Section701.Security;RestrictionsonEncumberingNetReceipts;Payment of Principal and Interest Section 702.Covenantsas to Existence,Etc .................... Section 703.LimitationsonCreation ofLiens —- Section704.IncurrenceTest ............. Section 70S.Fiscal Year EndCertificate.. Section706,Filing ofAuditedFinancialStatements,CertificateofNoDefault, OllierInformation —•>.....••,•••<......... Section707.Annual Budget ............. Section 708.StateCovenant......... .....65 67 68 .....68 68 ArticleX.EXECUTION OF INSTRUMENTSBY OWNERS AND HOLDERS,PROOF OFOWNERSHIP OFBONDSOR PARITY DEBT,ANDDETERMINATION OF CONCURRENCE OFOWNERS AND HOLDERS Section 902.Indemnification ofMasterTtustee asConditionforRemedial Action -- Section903.Limitations onObligationsandResponsibilitiesofMasterTrustee. Section 904.Master TrusteeNot LiableforFailureof Corporation to Acl... Section 905.Compensationand IndemnificationofMasterTrusteeand Bond Registrar 59 Section906.Monthly Statements from MasterTrustee -. Section 907.MasterTrusteeMay Relyon Certificates— Section 908.NoticeofDefault .......- Section909.MasterTrusteeNot Responsiblefor Recitals....... Section910.MasterTrustee Protected inRelying onCertain Documents Section911.MasterTrustee May PayTaxes andAssessments Section 912.ResignationandRemoval of MasterTrusteeandBond Registrar Subject to AppointmentofSuccessor ..— Section913.ResignationofMasterTrustee Section914,~ Section915.Appointment ofSuccessorMasterTrustee Section916.VestingofDutiesin SuccessorMasterTrustee.... Section 917.Removal andResignation ofBondRegistrar Section1301.Successorship ofCorporation......—...—....... Section 1302.SurccisorshipofDeposited anc Bond Registrar Section 1303.Maimer ofGiving Notice -... Section 1304.Substitute Mailing - .Section 1305.Parties,BondRegistrar.OwnersandHolders AloneHave Rights Under Master Indenture ..- Section 1306.EffectofPartialInvalidity .....— Section.1307.EffectofCovenants;GoverningLaw — Section801.ExtensionofInterest Payment .... Section802.EventsofDefault ...«—......... Section80J.Acceleration ofMaturities —-- Section 804.Remedies .. Section 805 Pro Rata Applicationoffunds Section 806.EffectofDiscontinuance ofProceedings Section 807.Control ofProceedJigs —-... Section808.Restrictions Upon Action..- Section 809.Enforcement ofRights of Action...— Section810-NoRemedy Exclusive.-- Section811.Delay Not a Waiver Section 812.Noticeof Default Section 813 Righttu EnforcePayment of Parity Obligations Unimpaired. Section 814.RemediesSubject to Provisionsof Law Section601.Security forDeposits Section602.Investment ofMoney Section603.Valuation Section 604.Covenantas toArbitrage Section 1 101.Supplemental Indentures WithoutConsent Section 1 102.Supplemental Indentures With Consent —.... Section 1103.Supplemental Indentures Part ofMaster Indenture Section 1104.Nota Supplemental Indenture............. Section 1105.Responsibilitiesofthe Master Trustee.,-.... Section 508.Depositand Application ofMoneyin ParityCommon Reserve Account andAnySpecial Reserve Account;Replenishmentof ,.... Deficiencies ———-36 Section 509 Application of Moneyin Redemption Account.-38 Section 510 Escheat —.......................—-40 Section 511.Cancellation ofBonds.......-40 Section 512.Disposition ofFond Balances --40 Section513-UseofAvailable Funds —40 C-2-3 Employees of WIINESSE1H:7 C-2-3 i 2 3 4' 5 6 37 38 39 40 19 20 21 22 27 28 29 30 31 32 33 34 35 36 23 24 25 26 WHEREAS,the Circuit Court of the Second Judicial Circuit of Florida (the “Circuit Court1’)validated on November 12,1996 bonds in the aggregate principal amount of not exceeding $10 billion,a pledge agreement (“1996 pledge agreement”),a master trust Master Indenture (“1996 master trust Master Indenture”),and relatedresolutions adopted by the State WHEREAS,die Act creates theCorporationasapublicbenefits corporation,whichis an instrumentality of rhe State of Florida,to provide a mechanism for tire cost-effective and efficient issuance ofbonds necessary to enable the FHCF to carry out the purposes of the Act; and WHEREAS,the Actprovides thatrevenue bonds may notbe issued Hinder the Act until validated underFlorida Statutes,Chapter 75,and that the validation ofat feast the first issue of obligations incurred underthe Act shallbe appealedto theFloridaSupreme Court;and 1 2 3 4 5 6 7 8 8 9 10 11 12 13 14 15 16 17 18 WHEREAS.Section 215.555,Florida Statutes,as amended (tire “Act”),creates the Florida Hurricane Catastrophe Fund,a trust fund established for bond covenants.Master Indentures orresolutions within the meaningof Section 19(f)(3),Article IIIof the Constitution ofthe State of Florida(the“FHCF’);and WHEREAS,the purpose of such bonds is to fundreimbursements through the FHCF to pay for the costs of construction,reconstruction,repair,restoration and other costs associated with damage to properties of policyholders of covered policies due to the occurrence of a hurricane;and WHEREAS,theAct provides thattheFHCF will beadministered by theState Board of AdministrationofFlorida(in itscapacity as the governingbody and administratorof the FHCF, the State Board of Administration)and that the FHCF will reimburse certain insurers for a portion oftheircatastrophic hurricanelosses,subject tothe limitaiions on such reimbursements set forth in the Act,in order tocreate additional insurance capacity sufficient to ameliorate the current dangers to fte economy of the Stale and to the public health,safety and welfareof its citizens posed byalack ofanorderly privatemarketfor property insurance;and WHEREAS,the Act provides for the payment by certain insurers of reimbursement premiums,and for the remittance of emergency assessments from certain policyholders,in the amounts andunderthecircumstances setforthin theActand authorizes the pledge of all or any portion oftherevenues derived fromsuch reimbursementpremiumsand emergencyassessments, together with the interest earnings thereon,to the payment ofthe principal of and redemption premium,if any,and interest on bonds issued by the Corporation for the benefit ofthe FHCF; and THIS MASTERTRUST INDENTURE(this“MasterIndenture"),made andentered into as ofthefirst day ofJune 1,2006,byand betweenFloridaHurricane Catastrophe Fund Finance Corporation,a publicbenefitscorporation,which isaninstrumentality of the State ofFlorida (the “Corporation”),and Wells Fargo Bank,N.A.,Jacksonville,Florida,a national banking association duly incorporated under the laws of the United States of America,and being duly qualifiedto accept,andadminister dietrustscreatedhereby(the“Master Trustee”), Section 1308*No Recourse AgainstMembers,Officersor CorporationorStateBoard ofAdministration........72 Section 1309.Dealing inParityObligations.......w~72 Section 1310.Headings ..........-.....72 Section 1311.FurtherAuthority.............72 Section 1312.PaymentsDue onNon-BusinessDays ;....,.-..73 Section 1313.Multiple Counterparts .——73 C-2-4 WHEREAS,EbeMasterTrustee agrees toacceptand administer tlie trustscreatedhereby; 19 Al!NetReceiptsoftheCorporation;38 1. 2 3 C-2-4 1 2 1 2 Board ofAdministration for the FHCF and by theBoard ofDirectors of the Corporation (“1996 resolutions’’);and WHEREAS,theCorporation desires to issue andincurits Parity Obligationspursuant to theAct toprovidefunds toachieve thepublic purposes of the Act;and 7 8 9 10 11 12 13 14 15 16 17 3 4 5 6 WHEREAS,Florida Supreme Court affirmed on September 18,1997 the order of the Circuit Court and concluded that “the Florida Hurricane Finance Corporation acted within its authority and complied with all requirements of the law in the issuance of the Hurricane Catastrophe ReliefRevenue Bonds;”and 39 40 14 15 16 17 18 6 7 8 9 34 35 36 37 38 39 40 41 24 25 26 27 28 29 30 31 32 33 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 18 19 20 21 22 23 10 11 12 13 3 5 WHEREAS,the Office of Insurance Regulation ofthe State of Floridaand the Florida SurplusLines ServiceOffice haveeachbeen notified that,simultaneouslywith theexecution and delivery of the Pledge Agreement and this Master Indenture,Bonds (hereinafter defined)arc being issued by the Corporation and that the FHCF has no agreements in effect with local governments,and,therefore,until suchdate as theCorporation shall havenoBondsOutstanding (hereinafter defined)and subject to tireprovisions ofthe Pledge Agreement,the FHCFshall have no right,titleor interest in orto such emergency assessments or the interest earnings thereon, except asprovided in the Pledge Agreement;and WHEREAS,pursuant to the Act,the Corporation is enteringinto this Master Indenture for the purpose of authorizing the issuance of Bonds and the incurrence of Parity Debt and securing the paymentthereofbyassigning its rights in and tothe Net Receiptsand certain ofits rightsunder the Pledge Agreement:and WHEREAS,under the Constitution and laws ofthe StateofFlorida,including the Act, the Corporation is authorized to enter into this Master Indenture,to issue the Bonds and incur Parity Debt as hereinafter provided and todo or cause to be done al!the acts and things herein provided orrequired tobe done ashereinafter covenanted:and WHEREAS,die State Board of Administration and the Board of Directors of the Corporation have dulyauthorized the execution and delivery ofa pledgeand securityagreement, dated as of June 1,2006 (the “Pledge Agreement"),by and among the State Board of Administration,the CorporationandtheMasterTrustee,which agreement is intended topreserve the substance of the 1996 pledge agreement and to conform to die provisions of the Act as currentlyineffect,the private letterruling and this MasterIndenture,pursuanttowhich the State Board of Administration has pledged and assignedto the Corporation certain revenues derived from such reimbursement premiums and emergency assessments,together with the interest earnings thereon,to thepaymentoftheprincipal of andredemptionpremium,ifany,andinterest onsuchbonds;and WHEREAS,any Bonds issued andany Parity Debt (hereinafter defined)incurred under this MasterIndenturewill be secured byapledge oftheNet Receipts (hereinafterdefined)ofthe Corporation;and WHEREAS,the Florida Legislature has made severalamendments to the Act sinceits initial enactment in 1993,since validation in 1996 of the bonds,the 1996 mastertrust Master Indenture,the 1996 pledge agreement and the 1996 resolutions and since receipt in 1998 of the Internal Revenue Service private letter ruling,without vitiating the efficacy ofanyof theCircuit Court validation,the Supreme Court affirmation of toe Circuit Court validation or the private letterruling;and WHEREAS,all acts,conditions and things required by the Constitutionand laws of the Stale of Florida,including the Act,to happen,exist and be performed precedent to and in the execution and delivery of this Master Indenture havehappened,exist andhave been performed asso required to makethisMasterIndcnUire a valid and binding Master Indenture securing any Bondsandany ParityDebtin accordance withits terms;andWHEREAS,the Board ofDirectors oftheCorporation hasduly authorized the execution and delivery of this Master Indenture with toe Master Trustee,this Master Indenture being intended to preserve the substance of the 1996 master trust indenture while reflecting the previsions of the amendments to the Act since 1996 and the provisionsof the Internal Revenue Service private letter ruling and restricting tlie obligations that toe Corporation may incur hereunder toParity Obligations (as hereinafterdefined);and NOW.THEREFORE,THIS MASTER INDENTURE WITNESSETH that in consideration of the premises,of the acceptance by the Master Trustee of the trusts hereby created,and of the issuance ofBonds and the incurrence of any Parity Debt as provided herein, in any Supplemental Indenture (hereinafter defined)and in any Parity Debt Resolution (hereinafter defined),and also for andin consideration ofthe sumofOne Dollarinhandpaidto the Master Trusteeator before the execution and deliveryofthisMaster Indenture,and for other good andvaluable consideration,the receipt and sufficiency whereofare herebyacknowledged, and for thepurpose offixinganddeclaring toe terms andconditionsupon which Bonds are to be issued,authenticated,delivered,secured and accepted byall persons who shall from time to time be or become Owners (hereinafterdefined),and to securethe payment ofall Bonds at any time issued andoutstanding under this MasterIndenture and any ParityDebt,and toeinterest and the redemption premium,if any,thereon according totheir tenor,purport and effect,and to secure toe performance and observance of all the covenants,agreements and conditions,express or implied,therein and herein contained,the Corporation has executed and delivered this Master Indenture,and by this Master Indenture has given,granted,bargained,aliened,remised,released, conveyed,transferred,assigned,confirmed,set over,and pledged,and does hereby give,grant, bargain,alien,remise,release,convey,transfer,assign,confinn,set over,andpledge unto the MasterTrustee,and itssuccessororsuccessors intrust: WHEREAS,the Corporation obtained from the Internal Revenue Service a private letter oiling dated July 2,1998 to the effect that toe intereston bonds issued by the Corporation and securedby emergency assessments and,to a limited extent,reimbursement premiums would be exempt fromfederal incometax,and such ruling,limited in term to fiveyears,was renewed on June 13,2003 through June 30,2008;and 2..All right,title and interest of the Corporation in and to the Pledge Agreement (exceptforthose certain rights thatareset forth in the next sentenceof this clause),it being toe C-2-5 Article1. “Act”meansSection 215.555,Florida Statutes,asamended,oranysuccessor statute,28 4 5 C-2-5 39 40 41 42 43 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 TO HAVE AND TO HOLD all the same with all privileges and appurtenances liereby conveyedandassigned,or agreed or intended soto be,totheMaster Trusteeandits successor or successors intrust and tothemand their assignsforever;but 33 34 “Audited Financial Statements”means the combined financial statements ofthe FHCF and the Corporation for a 12-month period,or for such other period for whichan audithas been performed,thathavebeenaudited and reported upon byan Auditorin accordance with generally acceptedauditing standards. DEFINITIONSANDOTHER PROVISIONS CONCERNING INTERPRETATION 8 9 10 11 12 13 14 15 16 17 18 19 29 30 31 32 33 34 35 36 37 38 22 23 29 30 31 32 35 36 37 38 8 9 10 11 12 13 14 15 16 17 18 19 20 21 24 25 26 27 1 2 3 4 5 6 7 "Authorized.Officer of the Corporation”means each person who is authorized by resolution of the Governing Body of the Corporation to perform the duties imposed on an AuthorizedOfficer ofthe CorporationbythisMaster Indenture and whose nameisfiled with the Master Trustee for suchpurpose. PROVIDED.HOWEVER,that if the Corporation,its successors or assigns,shall well and truly pay,orcause to be paid,or providefor the payment,pursuant to the provisions ofthis MasterIndenture,ofthe principal of all Parity Obligations and the interest and any redemption premium dueortobecomedue thereon,atthe times and in the mannermentioned in theParity Obligations and this Master Indenture,according rd the true intent and meaning hereof and Section 101.Definitions,For the purposes hereof,unless the context otherwise indicates,thefollowing words andphrases shallhave thefollowing meanings: intent andpurpose hereofthat the assignment and transfer to the MasterTrustee of thePledged Collateral (hereinafter defined)shall be effective and operative immediately and the Master Trustee shall have the right to collect and receive from the FHCF die Pledged Collateral for application in accordancewith the provisionshereofat all timesduringtheperiod from andafter thedate ofthis MasterIndenture until theindebtednesshereby securedshall have been fully paid and discharged,all subject tothe rightsoftheFHCF to therelease of ReimbursementPremiums and Reimbursement Premium Earnings and Emergency Assessments and Emergency Assessment Earnings as provided in the Pledge Agreement and this Master Indenture.The Coqjoration specifically reserves from this assignment the following rights;(a)to receive all notices,opinions,certificates,copies ofdocuments,instruments,reportsandcorrespondence,and evidenceofcertain actionsby theState Board of Administration,actingonbehalf of the FHCF, required tohe delivered tothe Corporationunder the Pledge Agreement;(h)to grant approvals and consents and make determinations when required under the Pledge Agreement;(c)to be indemnified pursuant to the Pledge Agreement;and (d)those exculpations from liability conferred upon the members,officers and employees of the Corporation in the Pledge Agreement;provided that the reservation of the aforementioned rights shall not prevent the Master Trustee from enforcing the same on behalf of the Corporation,the Owners and the Holders (hereinafter defined),andthe Corporationistoremain liable toobserve and perform all toecovenants,agreements andconditions,express or implied,therein andhereincontained;and 3.All money and securities held by oron behalf of the MasterTrustee in all of the funds,accounts orsubaccountsestablished pursuant to this Master Indenture,exceptthosefunds, accounts and subaccounts that are expressly pledged in a Supplemental Indenture as security only for the Series of Bonds authorized by such Supplemental Indenture or in a Parity Debt Resolution as security only fordie Parity Debt authorized by such Parity Debt Resolution,and, inthecaseofTax-ExemptParityObligations,except those funds,accounts andsubaccounts that are expressly set aside in a Supplemental Indentureor Parity Debt Resolution for the purpose of making rebate,yieldreduction orsimilar payments tothe UnitedStates of America in order to maintainthetax statusoftheTax-ExemptParityObligations; “Accreted Amount”means with respect to Capital Appreciation Bonds,the amount set forth in the Supplemental Indentureauthorizingthe issuance ofsuchCapitalAppreciation Bonds as die amount representing the initial public offering price,plus the accumulated and compounded intereston suchCapital Appreciation Bonds. thereof,and shall cause the payments to be made into the Bond Fund(hereinafter defined)or otherwise as requiredunderthis MasterIndenture,andshall payor causeto be paidto the Master Trustee all sums of money due or to become due to it in accordance with die terms and provisions hereof and perform all of its other obligations hereunder,then,upon such performance and payments,this Master Indenture and the rights hereby granted shall cease, determineand becomevoid,as provided in Article XU of this Master Indenture;otherwisethis Master Indentureto beand remain infullforceand effect. IN TRUST,NEVERTHELESS,upon theterms and(rustshereinsetforth,forthebenefit, security and protection ofall and singular the presentand futureOwnersof the Bonds issuedor to be issued under and secured by this Master indenture and the Holders of any Parity Debt secured by this Master Indenture,without preference,priority or distinction as to lien or otherwise,exceptas may otherwise beprovided herein,ofanyoneBondor ParityDebt,overany other Bond or Parity Debt by reason ofpriority in their issue,sale or otherwise,all as herein provided; THIS MASTER INDENTURE FURTHER WITNESSETH and it is expressly declared that all Bonds issued and securedhereunder and any Parity Debt secured hereunder are to be issued,authenticated (if applicable),delivered anddealt with,the respective rights,ofall Owners oftheBonds and Holders ofParity Debt are to be setforth,and all said property herebygiven, granted,bargained,aliened,remised,released,conveyed,transferred,assigned,confirmed,set over and pledged is to be dealt -with and disposed of,under,upon and subject to the terms, conditions,stipulations,covenants,agreements,trusts,uses and purposes as hereinafter expressed,andthe Corporation has agreed and covenanted,anddoes hereby agreeand covenant, with the MasterTrusteeand with therespectiveOwners andHolders,from time totime,of Parity Obligations,or anypart hereof,asfollows; “Auditor*’means an independent certified public accountant or firm of independent publicaccountants selectedby the SlateBoardofAdministration. C-2-6 '‘Covered Event"meansCovered Event asdefined intheAct.14 6 7 C-2-6 i 2 1 2 3 4 "Corpus Earnings”means Corpus Earnings as defined in Section I of the Pledge Agreement. 13 14 15 18 19 20 21 22 23 24 25 26 27 28 29 30 31 16 17 32 33 34 35 “Bond Fund"means the Florida Hurricane Catastrophe Fund FinanceCorporation Bond Fundcreatedand so designatedby Section 501(b)hereof. “Capitalized Interest Account”means the account in the Bond Fund created and so designatedbySection501 hereof. “Corporation"means the Florida Hurricane Catastrophe Fund Finance Corporation,a public benefitscorporation,which is aninstrumentality ofthe State,andits legal successors. “Code"means the Internal Revenue Code of 1986,as amended,and all regulations promulgated thereunder. “ContractYear"means the term ofthereimbursement contracts between rhe State Board ofAdministrationandinsurers writing CoveredPolicies. 35 36 37 38 39 23 24 25 26 27 28 29 30 31 32 33 34 19 20 21 22 15 16 17 18 “Credit Facility”means a line of credit,letter of credit,standby bond purchase agreement,bond insurance policy or similarliquidityorcreditfacility establishedorobtained in connectionwiththe issuanceof any Bonds,incurrenceof anyother Parity Debt or incurrenceof anySubordinated Indebtedness. “Cross-over Refunded Indebtedness”means Indebtedness refunded by Cross-over Refunding Indebtedness. “Costs of Issuance Fund”means the Florida Hurricane Catastrophe Fund Finance Corporation Costs ofIssuance Fundcreated andsodesignated bySection401hereof.11 12 9 10 5 6 7 8 3 4 5 6 7 8 9 10 11 12 13 “Consultant”means a firm or firms which are not,and no member,director,officer, trustee or employeeofwhich is.an officer,director,trustee or employeeof the Corporation,the FHCF,the State Board ofAdministration or the State,andwhichhas a national reputation for having the skill and experience necessary to render the particular report or recommendations required bytheprovision hereof inwhich such requirement appears. “Balloon Indebtedness”means Indebtedness twenty-five percent (25%)or more of the principal payments of whicharedue inasingleFiscalYear,which portionof tire principal is not required by the documents pursuant to which such Indebtedness is incurred to be amortizedby payment orredemptioaprior tosuch year. “Bond”or “Bonds"means the bonds or notes issued under the provisions hereof and securedon aparitywitheachother and any Parity DebtbythisMaster Indenture. “Bond Registrar”means,with respect to any Series of Bonds,the Bond Registrarat the time serving as suchunder theSupplemental Indenture authorizingthe issuance of such Scries, whethertheoriginal orasuccessorBond Registrar. “Business Day"meansaday onwhich the Corporation,theFund,the Master Trusteeand eachBondRegistrar are open forthe purposeofconductingtheirbusinesses. “Capital Appreciation Bonds”means Bonds the interest onwhich is compoundedat the rates and on rhe dates set forth m die Supplemental Indenture authorizing the issuance of such Bonds and is payable upon redemption oronthe maturity date ofsuch Bonds.Nothing in this Masts-Indenture shall prohibittheCorporation fromdesignating in suchSupplemental Indenture any suchBondsby a nameother than CapitalAppreciation Bunds. “Authorized Officer of the State Board of Administration”means each person who is authorized by resolution of the Governing Body of the FHCF to perform theduties imposed on anAuthorized Officer oftheState Board of Administration by this Master Indentureand whose name is filed with the Master Trusteefor suchpurpose. “Cross-over Refunding Indebtedness"means Indebtedness issued for the purpose of refunding other Indebtedness if the proceeds of such Cross-over Refunding Indebtedness are irrevocably deposited in escrow to secure the payment on the applicable redemption date or maturity date ofthe Cross-overRefunded Indebtedness,andthe earnings on suchescrowdeposit (i)are required to be appliedto payinterestonsuch Cross-overRefundingIndebtedness untilthe Cross-overDateand(ii)shall not beused directly or indirectly topay intereston the Cross-over Refunded Indebtedness. “Cross-over Date”means,with respectto Cross-over Refunding Indebtedness,the date on which the principal portionofthe related Cross-over Refunded Indebtedness is tobe paid or redeemedfrom theproceeds of such Cross-overRefundingIndebtedness. “CurrentExpenses oftheCorporation"means all expenses incurred by theCorporationin dieadministrationoftheCorporation,including,without limitingthegenerality of the foregoing, arbitrage rebate and penalties,all administrative expenses,salaries and other compensation, personnel expenses properly chargeable to the Corporation,fees and expenses incurred for professionalconsultants andfiduciaries,includingthe fees and expenses ofthe Master Trustee “Costs ofIssuance”means those costs that are payable fromBond proceedswith respect to the authorization,sale andissuanceofBonds,deposits tothe funds,accountsand subaccounts established by this Master Indenture and any Supplemental Indenture,underwriting fees, auditors’or accountants’fees,printing costs,costs of reproducing documents,filing and recording fees,fees and expenses offiduciaries,legal fees and charges,professional consultants' fees,costsofcredit ratings,fees and chargesfortheexecution,transportationand safekeeping of Bonds,governmental charges,costs of entering into Derivative Agreements,obtaining Investment Obligations and establishing or obtaining Credit Facilities,and other costs,charges andfeesin connection with the foregoing. “Credit Provider’means the Person providing a Credit Facility,as designated in the Supplemental Indenture authorizing the issuance of a Series of Bonds or in the Parity Debt Resolution authorizing the incurrence of Parity Debt or m the Subordinated Indebtedness Resolution authorizing dieincurrenceofSubordinated Indebtedness. C-2-7 8 9 C-2-7 i 2 Derivative Agreementwithrespect to such Indebtedness,the interestonsuchIndebtednessshall becalculated asset forth inclause (iv)below; 12 13 14 15 16 17 18 1 2 3 4 5 6 7 8 3 4 5 6 7 8 (vii)in the case of Indebtedness,havingthe benefit ofa Credit Facility that provides for aterm loan facility that requiresthepaymentofthe Principal ofsuchIndebtedness inone(1) yearor more,such Indebtedness shallbe considered Balloon Indebtedness andshall beassumed to have the maturityscheduleprovided clause (IXa)ofthis definition; 30 31 32 33 34 35 36 37 38 39 40 41 42 9 10 n 19 20 21 22 23 24 25 26 27 28 29 “Debt Service Coverage Ratio*’means,for any period of time,the ratio determined by dividing the Premium and Assessment Revenue Available for Debt Service by the Maximum Debt Service Requirement. 18 19 20 21 22 23 24 9 10 11 12 13 14 15 16 17 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 “Debt ServiceRequirement”means,for any period of twelve (12)consecutive calendar months for which such determination is made,the aggregate ofdie payments to be made in respect ofprincipal and interest (whetheror not separately slated)on Outstanding Indebtedness during such period,also taking intoaccount:. provided,however,that interest shall be excluded from the determination of Debt Service Requirement to the extent that provision for paymentof the same is made from the proceeds of the Indebtedness or otherwise provided so as to be available for deposit into the Capitalized Interest Account or similar account not laterthan thedate of delivery ofand payment forsuch Indebtedness or thertissuancc date of any Pre-Event Parity Obligations reissued Post-Event as ParityObligations;andprovided further that,notwithstanding theforegoing,the aggregateofthe “Current interestBonds”means Bonds the interest on which is payable on the Interest Payment Dates provided therefor in the Supplemental Indentureauthorizingthe issuance ofsuch Bonds. andany Bend Registrar,andallCurrentExpenses oftheCorporation so identified inthis Master Indenture,a Parity Resolution,a Subordinated Indebtedness Resolution or any other resolution adopted by the Governing Body of the Corporation,but Current Expenses of the Corporation shall not include (i)depreciation or amortization,(ii)any deposit to any fund,account and subaccount established under this Master Indenture or any Supplemental Indenture or any payment of principal,redemption premium,if any,and interest on any Bonds from any such fund,account and subaccount or (in)any debt service payment in respect of Parity Debt or Subordinated Indebtedness. (vi)in the case of Indebtedness a feature of which is an option on behalf of the Owners orHolders totender tothe Corporationor the Master Trustee,or anyagentofeither,all or a portion of such Indebtedness,the options of such Owners or Holders shall be ignored, provided thatsuch Indebtedness shallhave thebenefitofa Credit Facility andthe institution or aguarantor of its obligations shall haveratingsfromal least twoof the Rating Agencies in not lessthan one ofdie two highest short-term rating categories (without gradations such as plus or minus);and (i)with respect to Balloon Indebtedness,die amountof principal which would be payable in suchperiodif such principalwereamortizedfromthe dateofincurrence thereof over a periodofthirty (30)years on a level debt service basis,ar an interest rateequal to the current market rate for a fixed rate,30-ycarobligation,set forth in an opinion,delivered to the Master Trustee,of a banking institution or an investment banking institution,selected by the Corporation and knowledgeable in municipal finance,as the interest rate at which the Person that incurred such Indebtedness could reasonably expect co borrow the same by incurring Indebtedness with the same term as assumed above;provided,however,that if the date of calculation is within twelve (12)calendar months of the actual final maturity of such Indebtedness,the full amount of principal payable at maturity shall be included in such calculation: (v)subject to theprovisions ofclause(iv)above,totheextentthat any Indebtedness incurred pursuant to this Master Indenture requires thatthe Corporationpay the principal ofor interest on such Indebtedness in any currency or currencies otherthan United States dollars,in calculatingthe amount ofthe Debt Service Requirement,the currencyor currencies in which theCorporation is requiredto pay shallhe converted to UnitedStates dollars using a conversion rate equal tothe applicableconversion rate in effect onadate that isnot more than thirty(30) days prior tothedateon whichsuchIndebtedness is incurred; (ii)with respect to Indebtedness which isVariableRate Indebtedness,the interest on such Indebtedness shall be calculated at the rate which is equal to the average of the actual interest rates whichwerein effect (weighted accordingto the length of the period during which each such interest rate was in effect)for the most recent twelve-mouth period immediately preceding thedate of calculation for which such information is available (or shorter period if such information is not available for a twelvc-month period),except that with respect to new Variable Rate Indebtedness,the interest rate on suchIndebtedness oa thedate ofits incurrence shall becalculated at the lesser of (a)the initial rate atwhich such Indebtedness is incurredand (b)the rare certifiedby a banking institution.or an investment banking institution,selected by the Corporation and knowledgeable in municipal finance,as being the average rate such Indebtedness would haveborne forthemostrecenttwelve monthperiodimmediately preceding thedate ofcalculation if such Indebtedness hadbeenoutstandingforsuch period,and thereafter shall be calculated as set forth above;provided,however,that if the Corporation,enters into a (iv)wifo respectto DerivativeIndebtedness,the interest on such Indebtedness during any Derivative Period thereunder shall be calculated by adding (a)the amount of interest payableby the Corporationpursuantto itsterms and (b)the amountpayableby the Corporation under the Derivative Agreement and subtracting (c)the amount payable by the Derivative Agreement Counterparty at the rate specified in the Derivative Agreement,except that to the extent that the Derivative Agreement Counterparty has defaulted on its payment obligations under the Derivative Agreement,flic amount of interest payable by the Corporation from foe date of default shall be foe interest calculated as if such Derivative Agreement had not been executed; (Hi)with respect toany Credit Facility,(a)to foe extent that such Credit Facilityhas notbeenused or drawn upon,foeprincipal and interest relatingto foe reimbursementobligation for such Credit Facility shall not be included in the Debt Service Requirement and (b)tofoe extent that such Credit Facility shall have been drawn upon,the payment provisions of such CreditFacility with respect to repayment ofprincipal and interest thereon shall be included in theDebt ServiceRequirement; C-2-8 5 10 11 C-2-8 i 2 1 2 “Derivative AgreementsAccount’'meansdieaccountin theRevenueFundcreated and so designated bySection501 hereof. “Derivative Indebtedness"means Indebtedness or any portion thereof with respect to whichtheCorporationshallhave entered intoaDerivativeAgreement. “Fitch”means Fitch Inc.,andits legal successors,providedthat referencesto“Fitch”are effectiveonly so longas Fitch is a RatingAgency. 38 39 40 “Derivative Agreement Counterpart/’means,with respect to a Derivative Agreement, the Person that is identified in such agreement as the counterpartyto,or contracting party with, theCorporation. 10 11 24 25 19 20 21 22 23 26 27 28 29 30 12 13 16 17 18 3 4 6 7 8 9 “Emergency Assessments”means Emergency Assessmentsas defined inSection 1 ofthe PledgeAgreement. “EmergencyAssessment Earnings"means Emergency AssessmentEarnings as defined in Section 1 ofthePledgeAgreement. “FHCF’means Florida Hurricane Catastrophe Fund,a trust fund established for bond covenants,indentures or resolutions within the meaning of Section 19(f)(3},Article HI of die StateConstitution,andits legalsuccessors. “Governing Body"means,withrespect to the Corporation,its boardofdirectorsorother board of individuals or designees in which the powers ofthe Corporation ate vested under the Act.Withrespect to theFHCF,“Governing Body”meanstheState Board ofAdministration. “Government Obligations'*means direct obligations of,and obligations the principal of and interest onwhich areunconditionally guaranteed by,the United States ofAmerica. 26 27 28 29 30 31 32 33 34 35 36 37 12 13 14 15 16 17 18 19 20 21 22 23 24 25 3 4 5 6 7 8 9 10 11 31 32 33 34 35 14 15 “EmergencyAssessments Account"meansthe account in the RevenueFund Created and so designated by Section501hereof. “Event of Default”means any one or more of those events set forth in Section 802 hereof. “Depositary”means one or morebanksortrust companiesorother institutions,including, dieMasterTrustee,duly authorized by law to engagein die banking business and designated by theCorporationasadepositary ofmoneys under this MasterIndenture. “Derivative Agreement”means (i)any contract known as or referred to or which performs the function ofan interest rate swap agreement,currency swap agreement,forward payment conversion agreement or futures contract;(ii)any contract providing for payments based onlevelsof,or changes or differences in,interest rates,currency exchangerates,or stock or otherindices;(iii)anycontract toexchangecash flowsorpayments or scries of payments;(iv) any typeof contract called,or designedtoperform die function of,interestrate floors or caps, options,puts or calls or to hedge or minimize any type of financial risk,including,without limitation,payment,currency,rate orother financial risk;and(v)any other type ofcontract or arrangementthattheCorporation determines is to be used,or is intended to be used,to manage or reduce the cost of Indebtedness,to convert any element of Indebtedness from one form to another,to maximize or increase investment return,to minimize investment return risk or to protect against anytypeoffinancialrisk oruncertainty. “DefeasanceObligations”means,unless modified bythetermsofaParityResolution,(i) noncallable,nooprepayablc Government Obligations,(ii)evidences of ownership of a proportionate interest in specified noncallable,nonprepayablc Government Obligations,which Government Obligations areheld bya bank or trust company organized and existing under the laws ofthe United States of America or any state or territory thereofin the capacityofcustodian, (iii)Defeased Municipal Obligations and (iv)evidencesof ownershipof a proportionate interest in specified Defeased Municipal Obligations,whichDefeased MunicipalObligations areheld by abank or trust company organized and existing under the laws ofdie United States ofAmerica oranystateorterritorythereof inthe capacity ofcustodian. payments tobe made withrespectto principal of and interest onOutstanding Indebtedness shall notincludeprincipal and/or interestpayable fromQualifiedEscrow Funds. “Derivative Period”means theperiod during which aDerivativeAgreement is in effect “EmergencyAssessment Base”means the total ofdirectwritten premiumreported for all assessablelines of insuranceunderthe Act “Defeased Municipal Obligations”means,to theextent from time to time permitted by law,obligations of state or local government municipal bond issuers rated in the highest rating category by any two Rating Agencies and provision for the payment of the principal of and redemption premium,ifany.and interestonwhich shall havebeen made by irrevocabledeposit with a trustee or escrow agent of noncallable,nonprepayable Government Obligations,which Government Obligations areheld by a bank or trust company organized and existing under the laws oftheUnitedStalesofAmerica or anystateorterritorythereofin thecapacity ascustodian, the maturingprincipal of and intereston whichGovernment Obligations,when due andpayable, shall have been verified by an independent certified public accountant or firm of independent certified public accountants tobe sufficient to paythe principal ofand redemption premium,if any,andinterestonsuchobligations ofstateorlocal government municipal hond issuers. “GrossReceipts"means ail revenues,income,receiptsandmoney(other thanproceeds of borrowing)received in any period by or on behalf of the Corporation,including,without limitation,(a)Emergency Assessments,(b)Emergency Assessment Earnings,(c) ReimbursementPremiums,(d)ReimbursementPremiumEarnings,(e)OtherPledgedMoney,(f) proceeds derived from (i)securities and otherinvestmentsand (ii)contractrights andother rights “Fiscal Year”meansdie fiscal yearoftheFHCF,which shall be the period beginning on July 1 of each year and ending on June 30 of the following year,unless the Master Trustee is notified inwritingbyan AuthorizedOfficerof the State Board of Administration of a change in such period,in which case the Fiscal Year shall be the period set forth in such notice.The Corporation shall have the same Fiscal Yearas theFHCF. C-2-9 “Master Indenture”meanstheMasterTrust Indenture as supplemented.1 “Holder”meanstheholder orownerof Parity Debt.4 “Indebtedness"meansall obligationsincurred orassumedby any Person:7 forpayments ofprincipal and interest withrespect toborrowedmoney,including for paymentsunder installment saleorconditional salecontracts.(iii)13 “indebtedness”meansall indebtednessfor anyofthefollowing:19 for paymentsofprincipal and interestwithrespectto borrowedmoney;20 <0 (ii) forpayments on installment saleorconditionalsalecontracts.(iii)23 (a) (b) 12 13 C-2-9 “MasterTrustIndenture"means this MasterTrustIndenture,dated as ofJune 1,2006,as amended. 31 32 33 26 27 28 24 25 29 30 5 6 “Incurrence Test”means dietest forthe incurrence for ParityObligations established by Section 704. “Interest Account”means the account in the Bond Fund created and so designated by Section501hereof. 14 15 ‘16 1 • 18 19 20 21 22 34 35 32 33 28 29 30 31 10 11 12 13 2 3 4 5 "Maximum Debt ServiceRequirement”means at thedateofcalculationthe greatest Debt Service Requirementforthecurrentorany succeedingFiscal Year. “Other Pledged Money"means Other Pledged Money as defined in Section I of the PledgeAgreement. Bonds in exchange for or in lieu of which other Bonds have been authenticated anddelivered underthis MasterIndenture;and “Outstanding”,when used with reference to Bonds,means,as of a particular date,all Bondstheretofore authenticated and delivered underthisMasterIndenture,except: Bonds theretofore cancelled by any Bond Registrar or delivered to any Bond Registraror the MasterTrusteeforcancellation; 14 15 16 17 18 2 3 8 9 “Investment Obligations”means any investment authorized under Section 215.47, FloridaStatutes,as amendedfrom time totime,oranysuccessorstatute. 23 24 25 26 27 6 7 8 9 10 11 12 (»)(....- anyobligation torepaya CreditProviderformoneys drawntopayandretire Indebtedness;and 21 22 “Lien”meansanymortgage,deedoftrustorpledge of,securityinterest in or encumbranceon any PropertyoftireCorporationthat secures any indebtednessincurredbythe Corporation, for paymentsonleaseswhich are required tobe capitalized in accordancewith generallyacceptedaccounting principles:and “Opinionof Counsel”means an opinion in writing signed by(i)an attorney or firm of attorneys,selected by the Corporation and not unacceptable to the Master Trustee,or (ii)an attorney employed by the State or any agency thereof whose duties include responsibility for legal matters ofthe Corporation.Such opinion may rely on Officer’s Certificates and other OpinionsofCounsel andmay contain customaryexceptions andqualifications. “Master Trustee”means Wells Fargo Bank,N.A.,Jacksonville,Florida,and its successors inthetrustscreated underthis MasterIndenture. “Net Receipts”for any particular period means the excess ofGross Receipts after the payment ofCurrentExpensesofdie Corporationfor suchperiod. and assets now or hereafter owned,held or possessed by the Corporation and (g)interest or investment income on all investments,including investments of proceeds of any Pre-Event Indebtedness incurred bytheCorporation. provided,however,that Indebtedness shall include only Parity Obligations and Subordinated Indebtedness and that any obligation constituting Indebtedness to pay a Credit Provider for moneys drawn to purchase,but not pay and retire,indebtedness shall constitute Indebtedness only to the extent such payments are in excess of any scheduled payments of principal and interestrequired tobe made to suchCredit Provider asan Owner orHolder ofsuch Indebtedness. (ii)for payments underleases whicharc requiredto becapitalizedin accordance with generally accepted accounting principles and under installment sale or conditional sale contracts;and “Interest PaymentDate"means,with respect to any Seriesof Bonds,each oftheinterest payment dates provided for in the Supplemental Indenture authorizing the issuance of such Series. Each Officer’s Certificatepresented pursuant to this MasterIndenture shall statethat it is beingdelivered pursuantto{and shallidentifythesection or subsection of),andshall incorporate by referenceanduse in all appropriateinstances all terms defined in,this MasterIndenture.Each Officer's Certificate shall stareThat(i)the terms thereof are in compliance withthe requirements ofthesection or subsection pursuantto whichsuchOfficer's Certificate is deliveredor shall stale inreasonable detail the natureof any non-compliance and the steps beingtaken to remedy such non-complianceand(ii)it is being delivered togetherwithanyopinions,schedules,statementsor otherdocuments required in connection therewith.Each Officer’s Certificate may state that the certification is made tothebestknowledge ofsuch officer. “Officer's Certificate"means a certificate signed by an Authorized Officer of tlie Corporation or an Authorized Officerofthe SlateBoardofAdministration,ds the case may be. “Moody’s”meansMoody’s Investors Service,Inc.(and its legal successors,provided that referencesto “Moody's"areeffectiveonlysolong as Moody’s is aRating Agency. C-2-10 “Parity Obligations."means Bondsand ParityDebt.6 14 15 C-2-10 1 2 3 “Parity Debt Resolution”means theresolutionand any otherdocuments,instruments or agreements adoptedorexecutedby the Corporationprovidingfor the incurrence ofParityDebt. 22 23 24 19 20 21 27 28 The Corporation may provide in a ParityResolution as to when any Parity Obligations that are Variable RateIndebtedness shall be deemed no longertobe Outstanding hereunder in a mannernot inconsistentwithrheabovedefinition. When used with reference to Indebtedness other thanParity Obligations,“Outstanding" means,as ofaparticular date,all Indebtedness deemed to be outstanding under the documents pursuant towhich itwasincurred. “Parity Common Reserve Account’’means the account in theBondFund created and so designated by Section 501 hereof. “Owner”means a Person in whose name a Bond is registered in the registration books provided forin Section 205hereof. 19 20 36 37 10 11 12 13 14 15 26 27 2S 29 30 31 32 33 34 35 1 2 3 4 5 7 8 9 “Person”includes an individual,association,uminoorporated organization,corporation, limited liability company,partnership,joint venture,trust,state trust fund,unincorporated organization,and agovernmentor an agencyor apolitical subdivisionthereof,aswellas natural persons. "Pre-Event Bonds Investment Account."means the account in the Revenue Fund created and so designated by Section501 hereof. 38 39 40 25 26 4 5 6 7 8 9 10 H 12 13 14 15 16 17 18 16 17 18 29 30 31 32 33 34 35 36 37 21 22 23 24 25 “Pre-Event’’when used in connection with Bonds,other Parity Obligations or the proceeds thereofrefers to theissuance ofParity Obligations “in theabsenceof1aCovered Event, as authorizedby thelast sentenceofSection215.555(b)(a)l ofdieAct. "Predecessor Bonds”of any particular Bond means every previous Bond evidencing all oraportionof the same debt as thatevidenced by such particularBond;and.for purposes ofthis definition,any Bond authenticated and delivered under Section 210 hereof in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost,destroyed or stolen Bond. is a reimbursement obligation for a Credit Facility supporting Parity Obligations incurred in compliance with the provisions of Section 704 hereof,and (c)may be accelerated only in compliance with the proceduresset forthin Section803hereof. “Pledge Agreement"meansthePledgeand Security Agreement,dated as ofJune 1,2006, by and among the Corporation,the State Board of Administration and the Master Trustee, includingany amendmentsorsupplementsthereto. “Pledged Collateral"means Pledged Collateral as defined in Section 1 of the Pledge Agreement. The Corporation may provide in a Parity Debt Resolution as to when any Parity Debt shall be deemed no longer to be outstanding hereunder in a manner not inconsistent with the above definition. “Parity Debt”means all ParityObligations incurred or assumed by the Corporation and not evidenced by Bonds which (a)is designated as Parity Debt in the documents pursuantto which itwasincurred,(b)is incurred in compliance with the provisions of Section704 hereofor “ParityResolution”meansa Supplemental IndentureoraParityDebtResolution,orboth, as the case may be,authorizing lire issuance of a Series of Bonds or tire incurrence of Parity Debt. “Post-Event"when used in connection with Bonds,other Parity Obligations or the proceeds thereof refers to the issuance of Parity Obligations following the occurrence of a CoveredEvent (i>topay reimbursement at levels promised inreimbursementcontracts for which moneys credited totheCorpus ofthe Fluid are insufficient,as authorized by theprovisions (other than the last sentence)ofSection 215,555(6)(a)l of the Act or (ii)to refund otherPost-Event Indebtedness or to refund Pre-Event Indebtedness issued or incurred prior to such Covered Event. “Parity Tax-Exempt Obligations”means Tax-Exempt Bonds and Tax-Exempt Parity Debt. (C)Bonds paid or deemed to have been paid,in accordance with the defeasance or like provisions of the Supplemental Indenture delivered in connection with the issuanceofsuchBonds; “Parity Common Reserve Account Requirement"means,with respect to all Parity Obligations securedby the Parity Common ReserveAccount,the least ofthe following:(i)the sumoften percent (10%)of the statedprincipal amountofeach Seriesof Bonds secured by the ParityCommon Reserve Account (adjusted as provided intheCode),(ii)the Maximum Annual Debt Service Requirement on all such Outstanding Parity Obligations,and (iii)one hundred twenty-five percent (125%)ofthe average annual Debt ServiceRequirements on all suchParity Obligations.The Parity Common Reserve Account Requirement may be satisfied with cash. Investment Obligations or ReserveAlternative Instruments,or any combination ofthe foregoing, astheCorporationmay determine fromtimeto time. provided,however,thatin determining whether the Owners of therequisite principal amount of outstanding Bonds have given any request,demttnd,authorization,direction,notice,consent or waiverhereunder,Bonds ownedbyor underthecontrol oftheCorporation ortheFHCF or any otherobligorupon theBondsshallbe disregardedanddeemed not tobe outstanding,except that the term ‘‘obligor upon the Bonds”shall not include any Credit Provider unless otherwise provided in a Supplemental Indenture,and except that,in determining whether the Master Trustee shall be protected in relying upon anysuch request,demand,authorization,direction, notice,consent or waiver,only Bonds which the Master Trustee knows to be so owned or controlled shall be so disregarded.Bonds soownedor controlled which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Master Trustee thepledgee’s right so to act withrespect to such Bonds and that the pledgee is not the Corporation,theFIICF or any otherobligorupon the Bonds excepta CreditProvider. C-2-11 thethe 16 37 C-2-11 28 29 38 39 “Redemption Account”means the account in the Bond Fund created and so designated bySection 501 hereof.36 37 21 22 10 11 1 2 3 6 7 “S&P”meansStandard &Poor's RaringServices,and its legal successors,provided that references toS&P are effective only so longas S&P isa RatingAgency. “RegularRecord Date”means,with respect to any Series of Bonds,the regular record date,ifany.providedforin theSupplementalIndenture authorizing the issuanceofsuchSeries. “Reimbursement Premium Earnings”means Reimbursement Premium Earnings as defined inSection 1 of thePledgeAgreement. "Revenue Fund”means the Florida Hurricane Catastrophe Fund Finance Corporation RevenueFund created andso designatedby Section501(a)hereof. 2 3 4 5 6 7 8 9 10 11 12 1.3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 30 31 32 33 34 35 36 37 23 24 25 26 27 28 29 30 31 32 33 34 33 12 13 14 15 16 17 18 19 20 4 5 8 9 “Reimbursement Premiums”means ReimbursementPremiums as defined inSection1 of thePledgeAgreement. “Reimbursement Premiums Account”means the account in die Revenue Fund created and sodesignatedbySection 501 hereof.. “Principal Account”means the account in theBond Fund created and sodesignated by Section 501 hereof. “Revenue Available For Debt Service”means,for any period of time,the excess of Revenues,including the investment income from the investment of the proceeds of any Pre Event Parity Obligations (but not any other Parity Obligations),over the sum of rhe Current Expenses of theFHCFand theCurrent ExpensesoftheCorporation. “Principal”means (a)with respect to any Capital Appreciation Bond,the Accreted Amount thereof (the difference between the stated amount to be paid at maturity and the Accreted Amount being deemed unearned interest),except as used in connection with the authorization and issuanceofBondsand with theorderofpriorityofpaymentsofBonds afteran Event of Default,in which case “principal”means the initial public offering price of aCapital Appreciation Bond and the difference between the Accreted Amount and die initial public offeringprice shall bedeemed to beinterest and (b)with respect to any Current Interest Bond, the principal amount of such Bond payable at maturity or in satisfaction of a Sinking Fund Requirement,ifapplicable. “Qualified Escrow Funds”means amounts deposited in a segregated escrow fund or other similar fund or account established in connection with Indebtedness,which amounts in such fund or account are required by the documents establishing such fund or account to be applied to the payment obligations with,respect to principal of or interest on Indebtedness. “Rating Agencies”means each of Fitch,Moody’s,S&P and any other nationally recognized statistical rating organization that has,at the request of die State Board of Administration,arating ineffect fortheBonds. “Premium and Assessment Revenue Available For Debt Service”means the pro forma amount,indicated in an Officer’s Certificate ofHie Stale Board of Administration delivered to tite MasterTrustee,that is certifiedby such Officer to bethe excess,over theCurrentExpenses of the FHCF and the Current Expenses of the Corporation,of the sum of (a)the amount of Revenues from Reimbursement Premiums andReimbursement Premium Earnings received by the FHCF in any 12 consecutive months ofthe last 18 calendar months preceding the date of such Certificate,taking into consideration and adjusted for (I)anychanges in the Act orother applicable law or regulation (described in such Officer's Certificate)that would prospectively affecttheamountofsuchReimbursement Premiums tobe receivedin the current orfuture Fiscal Years,and (2)anyactuarially indicated adjustments to the Reimbursement Premiums that have been determined for,or arereasonablyexpected to takeeffect subsequent to the applicable 12 month period and in,the current or followingFiscal Year,as shallbe set forth in such Officer’s Certificate,and (b)the amount of Revenues from Emergency Assessments,such amount being the product obtained by multiplying (1)the maximum assessment percentage permitted by the Act on the date of such Certificate by (2)the most recently available 12-month Emergency AssessmentBase,all asdemonstrated insuchOfficer’sCertificate. “Redemption Price”means,with respect to any Indebtedness or portion thereof,the principal amount of such Indebtedness or portion called for redemption plus the applicable premium,if any,payableuponredemption thereof. “Reserve Alternative Instrument"means an irrevocable insurance policy or surely bond or an irrevocable letter of credit,guaranty or other facility deposited in the Parity Common ReserveAccount or a Special ReserveAccount in lieuoforin partial substitution forthe deposit of cash and Investment Obligations in satisfaction of the Parity Common Reserve Account Requirement oraSpecial ReserveAccountRequirement. “Property”means any and all rights,titles and interests in and to any andall property whetherrealorpersonal,tangibleorintangible and whereversituated. “Revenues”means revenues of the FHCF and the Corporation,as determined in accordance with generally accepted accounting principles,including,without limitation, Reimbursement Premiums,Reimbursement Premium Earnings,Emergency Assessments, Emergency Assessment.Earnings and the income derived from the investment of the proceeds of any Pie-Event Parity Obligations(but notany otherIndebtedness);provided,however,that(i)no determination thereofshall take intoaccount any gain or loss resultingfrom the extinguishment of Indebtedness and (ii)no determination thereof shall lake into account the value of any Derivative Agreement or any payments made by the Derivative Agreement Counterparty in accordance with the terms of such Derivative Agreement;provided further,however,that Revenuesshallnot include(I)the income from the investment ofQualified Escrow Funds or of proceeds of Pre-Event Indebtedness to the extent such income is applied to the payment of interest on Indebtedness which is excluded from the determination of the Debt Service Requirementand(II)the proceedsofany Indebtedness. C-2-12 “State”means the State ofFlorida.1 “StateCovenant”meanstheSlate’s covenant recited inSection 70Shereof.4 are 18 19 C-2-12 1 2 3 4 “Series,”whenever usedherein with respectto Bonds,meansalloftheBonds designated as being ofthesame series. 12 13 22 23 17 18 29 30 31 5 6 7 8 9 “Serial Bonds'means the Bonds of any Series that arc stated to mature in annual or semiannualinstallments. “SinkingFund Account”means theaccount inthe Bond Fundcreated and sodesignated bytheprovisions ofSection 501 hereof. “Sinking Fund Requirement"means,with,respect to any Series of Bonds,the Sinking Fund Requirement provided in the Supplemental Indenture authorizing the issuance of such Series. 21 22 25 26 27 28 31 32 33 34 23 24 2 3 5 6 7 “Subordinated Indebtedness"means Indebtedness the termsofwhich shall provide thatit shall be subordinate and junior in right of payment to the prior payment in full of Parity Obligationsto the extentandin the mannersetforthin Section 211 hereof. “Tax-Exempt Bonds”means all Bonds so identified in the Supplemental Indenture authorizingthe issuanceofsuch Bonds. “Term Bonds”means the Bonds of any Series,other than Serial Bonds,that designatedassuchin theSupplementalIndenture authorizing the issuanceofsuchSeries. 10 11 14 15 16 24 25 26 27 28 32 33 34 35 36 "Short-Term Indebtedness”means all Indebtedness incurred for borrowed money,other than thecurrentportion ofIndebtedness and other thanShort-Term Indebtednessexcluded from thisdefinitionas provided indiedefinitionofIndebtedness,foranyofthe following: 29 30 8 9 10 11 12 13 14 15 16 17 18 19 20 “State Board ofAdministration'’means the Stale Board of Administration,acting as the governingand administratorofthe FHCF,and itslegalsuccessors. 19 20 21 “Supplemental Indenture”meansaresolutionof the GoverningBody oftheCorporation authorizing anyparticular SeriesofBonds,together with a Supplemental Indenture executed and delivered by rhe Corporation in connection with the issuance of such Scries of Bonds,that is required to be executedand delivered by the termsofthis MasterIndenture prior totheissuance ofsuchSeries. “SpecialReserve Account Requirement”meansthe amount tobe deposited or maintained in a Special Reserve Account pursuant IO the Parity Resolution creating such Special Reserve Account.The Special Reserve Account Requirement may be satisfied with cash.Investment Obligations,a Rcrerve Alternative Instrument or any combination of the foregoing,as the Corporationmay determinefrom time totime. “Variable Rate Indebtedness"means any portion of Indebtedness die interest rate on which is not established at the time ofincurrenceat afixedorconstant rateuntilmaturity. “Tax-Exempt Parity Obligations"means collectively all Tax-Exempt Bonds and all ParityDebt. “Subordinated Indebtedness Resolution"means the resolutionand any other documents, instiumetits or agreements adopted or executed by the Corporation providing far the incurrence of Subordinated Indebtedness,If the Subordinated Indebtedness shall have the benefit of a Credit Facility,the reimbursement obligation for such Credit Facility shall provide for repayments on a subordinated basis and the term Subordinated Indebtedness Resolution shall include any reimbursement agreement or similar repayment agreement executed and delivered by tire Corporation in connection with the provision of such Credit Facility for such Subordinated Indebtedness. Section 102.Interpretation,(a)Any reference hereintoany officer or member ofthe Corporation or the Stale Board of Administration shall include those who succeed to their functions,duties or responsibilities pursuant to or by operation of law or who arc lawfully performingtheirfunctions. “Securities Depository Nominee”means,as toanySecuritiesDepository,such Securities DepositoryorthenomineeofsuchSecuritiesDepository in whosenamethere shallbe registered on the registration books maintainedby the Bond Registrar the Bond certificates tobe delivered to and immobilized at such Securities Depository during the continuation of participation with suchSecuritiesDepository initsbook-entry system. “Special Reserve Account”means a special debt service reserve account created by a Parity Resolution as a debt service reserve account only for die particular Parity Obligations authorizedbysuchParity Resolution. “Tax-Exempt Parity Debt”means all Parity Debt so identified in the Parity Debt Resolutionauthorizingthe incurrence ofsuchParityDebt. “Securities Depository”means The Depository Trast Company,New York,New York, or any other recognized securities depository selcctaf by the Corporation,which maintains a book-entry system in respect of a Series of Bonds,and shall include any substitute for or successorto the securities depositoryinitiallyacting asSecurities Depository. (i)money borrowed for an original term,or renewableal the option ofthe borrower fora period fromthedateoriginallyincurred,ofoneyearorless; (ii)leases which are capitalized in accordance with generally accepted accounting principleshaving an original term,orrenewable attheoptionofthe lesseeforaperiod from the dateoriginally incurred,ofoneyear or less;and (iii)installment saleor conditional sale contracts having an original term of one year orless. C-2-13 ArticleH. INDEBTEDNESS 20 21 C-2-13 6 7 8 9 10 11 12 13 37 38 39 14 15 16 26 27 28 17 18 1 2 3 20 21 22 23 24 25 26 29 30 31 32 33 34 35 36 Section 103.Status ofParity ObligatjoDS.PARITY OBLIGATIONS ISSUED UNDER THIS MASTER INDENTURE SHALL NOT CONSTITUTE A DEBT OF THE STATE OF FIORIDA OR ANY POLITICAL SUBDIVISION THEREOF NOR A PLEDGE OF THE FAITH AND CREDIT OFTHEST ATEOF FLORIDA OR ANY POLITICALSUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.THECORPORATION DOES NOTHAVE THEPOWERORAUTHORITY TO LEVY ANYTAX. 36 37 38 39 40 41 27 28 29 30 31 32 33 34 35 3 9 10 11 12 13 14 15 16 17 18 19 1 2 3 4 6 7 19 20 21 22 23 24 25 EasternTime. Section201.Limitation on Incurrence ofIndebtedness,(a)TheCorporation may incur Indebtedness by issuing Bonds or incurring Parity Debt hereunder or by creating Subordinated Indebtedness under anyother document.The principal amount ofParity Obligations evidencing Indebtedness that may be created hereunder and the principal amount of Indebtedness created under other documents are not limited,except as limited by the provisions hereof,including Section 704,or the provisions of any Parity Resolution.ParityObligations issued or incurred hereunderorIndebtedness otherwise incurred bytire Corporation shallconstitute the special and limited obligations of theCorporation payable fromtheNetReceiptsoftheCorporation. (c)Parity Obligations shall be issued or incurred in such forms as may from time to time be created by Parity Resolutions permitted hereunder.Each Parity Obligation or series of Parity Obligations shall be created by a different Parity Resolution and sliall be designated in such a manneras will differentiate such Parity Obligation from any other Parity Obligation. (e)With respect toParity Obligations created hereunder,simultaneously with or prior to theexecution,authentication anddeliveryofsuch ParityObligationsevidencing such Indebtedness pursuanttothisMaster Indenture: (ii)The Corporation shall have delivered to tire Master Trustee an Opinion of Counsel to the effect that (1}registration of such Parity Obligations under the Securities Act of 1933,as amended,and qualification of this Master Indenture or the Parity Resolution under the Trust Master Indenture Act of 1939,as amended,are not required,or,if such registration or qualification is required,that all applicable registration and qualification provisions of said ads have been complied with,and (2)the Master Indenture andthe Parity Obligations are valid,binding and enforceable obligationsoftheCorporation in accordance with (heir terms,except as enforceability may be limited by bankruptcy,insolvency,fraudulent conveyanceandother laws affectingcreditors'rights generallyand usual equityprinciples. (i)AU requirements and conditions to the issuance of such Parity Obligations,ifany,setforth in the Parity Resolution or inthis Master Indentureshallhave been complied with and satisfied,as provided in anOfficer’s Certificate,a certified copy ofwhich sliallbedelivered tothe MasterTrustee; (d)The Corporationand the MasterTrusteemay from time to timeenter into a Supplemental Indenture or the Corporation may from time to time adopt a Parity Debt Resolution in order to create Parity Obligations hereunder.Each such Parity Resolution shall, with respect to a Parity Obligation evidencing Indebtedness created thereby,set forth thedate thereof,and the date or dates on which the principal of and redemption premium,if any,and interest on suchParityObligation shall be payable,and the form of such Parity Obligation and such oiliertermsandprovisions as shall conformwith theprovisionshereof. under theprovisionsofthis Master Indenture shall bepayablesolelyfrom tine moneys and assets pledgedbythis Master Indenture andtherespective Supplemental Indentures for theirpayment. All covenants,agreements and provisions ofthis Master Indenture shall be for the benefit and security ofall present and future Ownersand Holders without preference,priorityordistinction as to lien or otherwise,except as otherwise hereinafter provided or as provided in any Parity Resolution,of any one ParityObligationoverany other Parity Obligationbyreason of priorityin the issue,sale or negotiationthereof,orotherwise. (b)No Bonds may be issued nor Parity Debt incurred under this.Master Indenture except in accordance with the provisions of this Article.The principal of and the interest on and the redemption premium,if any,on all Parity Obligations issued and incurred (f)Provisions calling for the redemption of Indebtedness or the calling of Indebtedness forredemption do not mean Or include the payment of Indebtedness at its stated maturityormaturities. Unless otherwiseprovided by a Supplemental Indenture,all times refer to (c)Unless the context otherwise indicates,the word '‘including”means “including withoutlimitation”and the word "or"isused inits inclusivesense. (d)Where the characteroramount ofany asset,liability or itemof income or expense is required to be determined or any consolidation,combination or other accounting computation is required to be madeforthe purposes hereof or of any agreement,document or certificate executed and delivered in connection with or pursuantto this Master Indenture,the same shallbe done inaccordancewithgenerallyaccepted accountingprinciples. <c)Headings ofarticlesand sections hereinandin the table ofcontentshereof are solely for convenience of reference,do not constitute a part hereof and shall not affect the meaning,construction or effecthereof. (b)Unless the contextotherwise indicates,words importing diesingular shall includetheplural and vice versa,and theuse of the neuter,masculine,or feminine gender is for convenienceonly and shall bedeemed tomean and include allother genders. Section 202.Details of Bends.Bonds authorized hereunder may be issued in one or more Series that may be delivered from time to time.TheCorporation shall by Supplemental Indenture authorize such Series and shall specify,to the extent appropriate,(1)the authorized principal!amount ofsuch Series,(2)thepurposes tobefinanced withtheproceeds ofsuchScries, or the Bonds or other indebtedness to be refunded or refinanced with the proceeds thereof, includingcostsofissuance;(3)the creation ofa debt servicereserve account for suchSeries,if C-2-14 The definitive Bonds are issuable as 22 23 C-2-14 28 29 30 31 32 33 34 35 36 37 38 The Bond Registrar shall evidence acceptance of the duties,responsibilities and obEgations ofthe Bond Registrar under this Master Indentureand the applicable Supplemental Indenture by the executionofthecertificateofauthenticationontherelated SeriesofBonds. 38 39 40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 39 40 41 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 8 9 10 11 12 13 14 15 16 17 18 19 1 2 3 4 5 6 7 Section206.Ownership of Bonds.The Corporation,the Master Trustee,the Bond Registrar and any agent,of the Corporation,tlie Master Trusteeorthe Bond Registrar,may treat tlie personin whose nameany Bond is registered,including anySecurities DepositoryNominee, as (lie Owner of such Bond for the purpose of receiving payment of the principal of and premium,ifany.and interest on such Bond,and for all other purposes whatsoever,whether or not such Bond be overdue,and,to the extent permitted by law,neither the Corporation,the MasterTrustee,theBond Registrarnor any such agent shallbe affected bynotice tothe contrary. (d)The Supplemental Indenture may determine to use the Parity Common ReserveAccount or to establisha Special ReserveAccount for suchSeries ofBonds and fixthe provisionswith respect thereto or not toestablish any debt servicereserveaccount. any;(4)thedate and termsof maturityor maturities of the Bonds ofsuchSeries,or the dates of payment ofthe Bonds on the demand of the Owner thereof;(5)the interest rate or rates of the Bonds ofsuchSeries,which may include variable,adjustable,convertibleor other rales,original issue discount,Capital Appreciation Bonds.Current Interest Bonds,municipal multipliers or other deferred interest arrangements and zero interest rate Bonds,provided that the interest cost ofsuch Series shall neverexceedforsuch Series diemaximum interest rate,if any,permittedby law in effect atthetime such Series is issued:(6)the Interest Payment Dates for such Series of Bonds;(7)the denominations,numbering,lettering and series designation of such Series of Bonds;(8)the BondRegistraror paying agents and place orplaces ofpayment ofsuch Bonds; (9)the RedemptionPrices for suchScries ofBonds andanytermsofredemptionnot inconsistent withtheprovisions ofthisMasterIndenture,which mayincluderedemptionaltheelection ofthe Owner thereof to the extent permitted by law;(.10)the amount and date of each mandatory redemption requirement,if any,for such Scries of Bonds;(11)the use to be made of the proceeds ofsuch Series of Bonds,including deposits required to be made into the appropriate account of the Costs ofIssuance Fund,the Capitalized InterestAccount,the InterestAccountand any debt service reserveaccount;and(12)anyother terms orprovisions applicable to rhe Series of Bonds not inconsistent with the provisions of this Master Indenture or the Act.All of the foregoingmaybe addedbya Supplemental Indentureexecuted and delivered bythe Corporation and the Master Trustee al any time or from timeto timeprior to the issuance ofsuch Series of Bonds. (c)Before anyBonds shall be issued or ParityDebt'incurred,the Corporation shall execute and delivera Supplemental Indenture or adopt a Parity Resolution authorizingthe issuance of such Bonds or the incurrence of such Parity Debt,fixing the amountand thedetails thereof as provided in Section 202 hereof and describing in brief and general terms the purpose forissuing suchParity Obligations.Bonds maybe issued and Parity Debt may be incurred for anypurpose permittedundertheAct. Section 207.Authentication ofBonds.Only such Bonds as have endorsed thereon a certificate of authentication substantially in the form set forth in the Supplemental Indenture pursuant to which such Bonds are issued,duly executed as provided in the Supplemental Indenture,shall be entitled to any benefit or securityunder this MasterIndenture.No Bond shall be valid orbecome obligatory for any purpose unlessand untilsuch certificate ofauthentication on the Bond has been duly executed and dated as provided in theSupplemental Indenture,and such certificate upon any such Bond shall be conclusiveevidence that such Bond hasbeenduly authenticatedanddelivered under this MasterIndenture.The certificateofauthenticationon any Bond shallbe deemed tohave been duly executed and dated ifsigned byan authorized officerof the partyauthorized under the Supplemental Indenture butitshall not be necessary that the same officer sign thecertificate of authentication on allofthe Bondsorany Seriesthereof that may be issued hereunder at any one time. Section204.Exchange of Bonds.Bonds may,atthe option of the Owner thereof,be exchanged,as provided by the Supplemental Indenture pursuant to which such Bonds were issued,for anequal aggregateprincipal amount ofBonds ofthe sameSeries andmaturity,ofany authorized denomination or denominations,bearing interest at the same rate and in the same form as the Bonds surrendered for exchange.The Corporation shall make provision for the exchange of Bonds atthedesignatedcorporatetrustoffice ofthe BondRegistrar. Section205.Negotiabilityand Registration ofTransfer ofBonds.The Bond Registrar shall keep bocks forrhe registration and the registration oftransfer ofthe Series of Bonds aS to whichit is Bond Registrar as provided in this MasterIndenture.The registrationbooks shallbe availableat all reasonabletimesfor inspection by the CorporationandanyOwnerof such Bonds and maybe copied by eitheroftheforegoingandtheiragentsor representatives. Section203.Execution and Form of_Bonds. permitted or required and shall be executed as provided by tire respective Supplemental Indenture providingfortheissuance ofBonds ofany Series.Bondsmaybeissued under abook entry system and held by a Securities Depository.All Bonds may have endorsed thereonsuch legends or text as may be necessary or appropriate to conform to the applicable rules and regulations ofany governmental authority or any securities exchange on which theBonds may be 1isted or toany requirement oflaw with,respect thereto. Section 208.Terms and Conditions for Incurrence of Indebtedness.(a)The Corporation covenants and agreesthat itwill not incur anyIndebtedness if.after giving effectto all other Indebtedness incurred by the Corporation,such Indebtedness could not be incurred pursuant to this Section208.Indebtedness maybe incurred onlyinthemannerand pursuant to the terms setforth inthefollowing subsections. (b)Parity Obligations may be incurred if,prior to incurrence thereof,the Corporationshall file or cause to be filedwith theMaster Trustee an Officer’s Certificate(which may rely upon certificatesorotherevidenceprepared bytheofficialsof the Fund)demonstrating and stating thatthe Incurrence Test,if applicable by its terms,will be met with respect to such separate issuance of ParityObligations.TheCorporation may incurParityObligations in oneor more separate issuances,whichParityObligations may be issued in any form orcombinationof formspermittedby this MasterIndenture. C-2-15 (C) Subordinated Indebtedness may be incurred subject to the provisions of (2) 24 25 C-2-15 i 2 19 20 21 22 23 24 25 26 27 28 29 16 17 18 30 31 16 17 18 19 20 21 33 34 28 29 30 31 32 4 5 In addition,the following conditions must be met for (he issuance of Subordinated Indebtedness: 32 33 34 35 36 37 38 39 40 41 42 43 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 35 36 37 38 39 40 22 23 24 25 26 27 6 7 8 9 10 11 12 13 14 15 Any such Subordinated Indebtedness shall be incurredpursuant tothe provisions oftheAct. (W Section 21 1 hereof. Section211.Subordinated Indebtedness,(a)Subordinated Indebtedness may be incurredby theCorporation from timetotimeforanypurpose for which ParityObligations may be.issued underSection 208hereof.Except to the extent otherwise expresslyprovided in this Master Indenture,Subordinated Indebtedness shall be issued in.compliance,to the extent applicable,with the provisions of Section 208 hereof setting forth certain terms and conditions for the issuanceof Bonds. Every Bond issuedpursuant to the provisions of this Section inexchange orsubstitution for any Bond which is mutilated,destroyed,lost or stolen shall constitute an additional contractual obligationof tire Corporation,whetherornot thedestroyed,lost orstolen Bonds ate found at any lime or are enforceable by anyone,and shall be entitled to all the benefits and security hereofequally andproportionatelywith any and alloilierBonds ofthesame Series duly issuedunderthis Master Indenture. thetemporary Bond surrendered.Until so exchanged,the temporary Bonds shall be entitled to thesamebenefit of this Master Indenture,as the definitive Bonds tobeissuedand authenticated, hereunder,including the privilegeofregistration ifso provided.UntildefinitiveBonds are ready forexchange,intereston temporaryBonds shall be paid when dueand notation ofsuchpayment shallbe endorsedthereon. Section 210.Mutilated.Destroyed,Lostor Stolen.Bauds.TheCorporation shall cause to be executed,and theBondRegistrar filial!authenticateand deliver,a new Bond of like date, number and tenor in exchange and substitution for and upon the cancellationof any mutilated Bond,or in lieu of and in substitutionforany destroyed,lostor stolenBond,arid the Ownershall pay the reasonable expenses and charges oftheCorporation inconnectiontherewith.Priorto the delivery ofasubstitute Bond,theOwnerof any Bond which was destroyed,lost or stolen shall file with the Bond Registrar evidence satisfactory to itof the destruction,loss or theft of such Bond and ofdie Owner’s ownership thereofand shallfurnish to the Corporation and to the Bond Registrarsuch security or indemnity as may berequired by themto saveeach of themharmless fromall risks,howeverremote. Section209.Temporary Bonds.Until thedefinitive Bonds ofany Scries are ready for delivery,there may beexecuted,and upondirection oftheCorporation,the Bond Registrar shall deliver,in lieu ofdefinitive Bonds and subject to the samelimitations and conditions,exceptas to identifying numbers,printed,engraved,lithographed or typewritten temporary Bonds in denominations permitted by the applicable Supplemental Indenture for the definitive Bonds, substantially ofthe tenor hereinabove setforth,withsuch appropriate omissions,insertions and variations as may berequired.The Corporationshall cause the definitive Bonds to beprepared and to be executed and delivered to the Bond Registrar,and die Bond Registrar,upon presentation to it of anytemporaryBond,shall cancelthe sameorcausethe sameto be canceled and shall authenticate and deliver,in exchange therefor,at theplace designatedby the Owner, without expense to rhe Owner,a definitive Bond or Bonds of thesame Series and in (he same aggregateprincipal amount,maturing on the same date and bearing interestat thesamerate as (g)In the case of Parity Obligations issued to refund Outstanding Parity Obligations,the Corporation may direct the Master Trustee (i)to withdraw moneys and Investment Obligations from the appropriate accounts in the Revenue Fund and from subaccounts in the Principal Account.InterestAccount andParity CommonReserveAccountor Special Reserve Account to the extent that,following the issuance of such refunding Parity Obligations and the defeasance of such refunded Parity Obligations,such moneys and Investment Obligations would bein excessof the requirementsof this Master Indenture and(ii) to set aside such moneys and Investment Obligations so withdrawn,together with proceeds of the refundingParityObligations and any othermoneys providedbytheCorporation,to effect the defeasance ofsuch refunded ParityOb!igations inaccordance with the provisions oftheParity Resolution applicable todierefunded Parity Obligations. (b)Inthe event(1)any Subordinated Indebtednessisdeclaredor otherwisebecomesdue and payablebefore its statedmaturity becauseofthe occurrence ofan event ofdefaultoccurring under the documents pursuant to which such Subordinated Indebtedness was incurred,and such declaration has not been rescinded and annulled,or (2)anyEventofDefault under this Master Indenture shall occur and be continuing with respectto Parity Obligations and (i)written notice of such default shall have been given to the Corporation and (ii)judicial proceedings shall be (1)The CorporationshalladoptaSubordinated Indebtedness Resolution authorizing the incurrenceofanysuch Subordinated Indebtedness and setting forththe amount and detailsthereof. The Bonds of each Series shall be designated "Florida Hurricane Catastrophe Fund Finance Corporation Hurricane Catastrophe Revenue Bonds (Notes], [Refunding]Series ”(inserting the year such Bonds are issued and any other distinctive letterornumber),shall bestaled tomature,subject totherightofprior redemptionas therein set forth,on tire dateordates specified therein,insuch year or years not laterthan thirty (30)years from their date,shall bear interest at a rate or rates not exceeding the maximum rate then permitted by law,shall be numbered and shall have such redemption provisions (subject tothe provisions ofArticle IIIofthis Master Indenture),all as providedin the Supplemental Indenture. Except as to any differences in the maturities thereof or in the rate or rates of interest or the provisions for redemption or theprovisions regarding the respective accounts and subaccounts within (he Interest Account,the Principal Account,the Sinking Fund Account and the Redemption Account,and anyprovisionswithrespect totheParityCommon ReserveAccountor a Special Reserve Account,all such Bonds shall be on a parity with each other and any Parity Debtandshall beentitled to die samebenefitand securityofthisMaster Indenture,including,in particular,the pledgeofNetReceipts. (f)The proceeds (including accrued interest)of the Parity Obligations shall be applied simultaneously with the delivery thereof the Bonds as provided in the Parity Resolutiontorthe particular Parity Obligations. C-2-16 1 Article III. REDEMPTION ArticleIV, COSTSOFISSUANCE FUND Payments from Costs of Issuance Fund.All Costs of Issuance incurred in thenumber ofsuch requisition,27 (a) 28 (b)dierespectiveamounts tobepaid, 29 thenameofthePerson towhom such paymentis due,(c) (d) 26 27 C-2-16 30 31 32 33 34 20 21 22 30 31 32 16 17 18 19 2 3 4 5 6 7 Section301.Redemption Generally-The Bonds ofany Series issuedunderthis Master Indenture may be made subject to redemption,at such times and prices,as maybeprovided by theSupplemental Indenture authorizing theissuanceofsuchBonds. Section402-Payments from Costs of Issuance Fund.All Costs of Issuance incurred in connection with a Series of Bonds shall be paid from the relevant account in the Costs of Issuance Fund. 1 2 3 4 5 6 7 8 9 10 27 28 29 8 9 10 11 12 13 14 15 The C< Counterparty v 33 34 35 36 11 12 13 14 15 16 .17 18 19 20 21 22 23 24 25 26 23 24 25 26 The Corporation’s obligation to pay any and all amounts to the Derivative Agreement ------withrespect to Derivative Indebtedness,other than itsregularlyscheduled payment liability,shall constitute Subordinated Indebtedness. Section 403.Requisitions from Costs of Issuance Fund.Payments from the Costs of Issuance Fund shall be made in accordance with the provisions of this Section.Before any payment shall be made,there shall be filed with the MasterTrustee arequisition,signed by an Authorized Officer of theCorporation,stating or identifying: .that theobligationin thestated amounthas been incurredby the Personto whom such payment is due,is presently due and payable,and is a proper charge against the CostsofIssuanceFund thathas not beenpaid,and Section401.Costs of Issuance Fund.A special fund is hereby established witii the MasterTrustee and designated the “Florida Hurricane Catastrophe Fund Finance Corporation Costs ofIssuance Fund”.The proceeds ofanySeries ofBrandstobeusedforCosts ofIssuance shall be deposited upon the delivery of such Series of Bonds in a separate account to be establishedbythe Supplemental Indenture providing fortheissuanceofsuch SeriesofBonds. commenced in respect of such Event of Default within 180 days in the case of a default in payment ofprincipal ofor interest onParity Obligations and within 90 days in the caseof any other default after the giving of such notice,then the Owners and Holders shall be entitled to receive payment infull ofall principal,premium and interest on all Parity Obligations before the holders of the Subordinated Indebtedness are entitled to receive any payment on account of principal or interest upon such Subordinated Indebtedness,and to llial end the Owners and Holders shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character,whether in cash or property orsecurities,which may be payable ordeliverablein any suchproceedings inrespectofthe SubordinatedIndebtednessafter givingeffect to anyconcurrent paymentor distribution inrespect of such Parity Obligations. (e)that no notice of any lien,right to lien or attachment upon,or claim affecting the right of any such Person to receive payment of,the amount stated in such requisition has been filedor attached or,if any oftheforegoing hasbeen filed or attached,that the same either has been or will be satisfied or discharged or that provisions havebeen made Nothing contained in the definition “Subordinated Indebtedness"or elsewhere in this Master Indenture,or in any Subordinated Indebtedness,shall (1)affect the obligation of the Corporation to make,or prevent the Corporation from making,at any time except during the continuance of any Event ofDefault tinder this Master Indenture,payments of principal of or premium,if any,orinterestonthe Subordinated Indebtedness or ofamounts to beavailableasa sinking fund forsuch Subordinated Indebtedness,or (2)prevent the application by the Master Trusteeor anypaying agentof anymoneysheld by the MasterTrustee or such paying agent in trust for the benefit of the holders of the Subordinated Indebtedness as to which notice of redemption shallhave been mailed or published at leastonce prior to the happening ofan Event ofDefault under this Master Indenture,to the payment of or on account of theprincipal ofand premium,if any,and interest on such Subordinated Indebtedness,or (3)prevent the application bythe MasterTrustee or any paying agent ofany moneys deposited,prior to the happening of any Event ofDefaultunder tilisMasterIndenture,withthe MasterTrustee or suchpayingagent in trust for the purpose of paying a specified installment or installments of interest on the Subordinated Indebtedness,to thepayment ofsuchinstallmentsof interest on such Subordinated Indebtedness. Themoneyin the Costs ofIssuance Fundshallbe heldby theMasterTrusteein trust and, pendingapplication to thepaymentofCosts of Issuance,or transfer as providedhereinorinany Supplemental Indenture,shall,to the extentpermittedbylaw,besubject to a lienand charge in favoroftheOwners ofthe SeriesofBonds,and shall beheld forthe securityofsuch Owners. Section 212.Additional Restrictions.A Parity Resolution or a Subordinated Indebtedness Resolutionmay establish restrictions,in addition to thoseestablished inthis Master Indenture,including additional restrictions as to the application of Net Receipts after the payments required by Section 504(a),(b)and (c)hereof and additional restrictions on the incurrence of Indebtedness in additionto thosesetforth inSection704hereof. C-2-17 2 Article V. 28 29 C-2-17 7 8 9 10 11 12 13 36 37 38 39 34 35 (which shall be specified)to protect adequately die Master Trustee and the Owners from incurring any loss as aresultofdiesame. APPLICATION OFGROSS RECEIPTS AND NETRECEIPTS; FUNDS ANDACCOUNTS 37 38 39 31 32 33 34 35 36 2 3 4 The Revenue Fundiand die Bond Fund and the accounts andsubaccounts thereinshall be established with and held bytheMasterTrustee. 21 22 23 24 25 26 27 28 29 14 15 16 17 18 19 20 30 31 32 33 3 4 5 6 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 A Parity Resolution may provide for the creation ofa Special Reserve Account for (he ParityObligationsauthorizedbysuchParity Resolutionandforliredeposit ofamountsto anddie withdrawal of amounts fromsuchSpecialReserveAccount.A SpecialReserveAccount may be established with and maintained by tire Master Trustee in the Bond Fund or by a Depositary in which case the Account shall be deemed to be part of the Bond Fund,as the Corporation may determine.A Parity Resolution may also provide for thecreation of such other accounts and subaccounts as the Corporation may determine for the Parity Obligations authorized by such Parity Resolution, The money inthe Bond Fund and allofthe accounts andsubaccounts therein established pursuant to this Article V shall beheld in trustand applied as hereinafter provided and,pending suchapplication,themoneyin theBondFund and dieaccountsand subaccountstherein shallbe subject to a pledge,charge and lien in favorofthe Owners of the respectiveSeries of Bonds issuedandOutstandingunder thisMasterIndenture andforthe furthersecurityofsuch Owners, except as otherwiseprovidedherein or inany SupplementalIndenture. Each Supplemental Indenture shall provide,to theextent applicable,forthecreationof a separate subaccount within theCapitalized Interest Account,the Interest Account,the Principal Account,the Redemption Account and the SinkingFund Account with respect to each Series of Bonds,which subaccounts shall bear thedesignation ofsuchSeries ofBonds,ASupplemental Indenture may provide that the Bonds authorized thereby may be additionally secured by the Parity CommonReserveAccount or aSpecialReserveAccount or itmay providethat thereshall not be any debt service reserve account established in respect of such Series of Bonds.If a Series of Bonds shall be additionally secured by a Special Reserve Account or shall not be additionally secured by any debt service reserve account,such'Series of Bonds shall have no claimontheParityCommon ReserveAccount. Seaion 501.Establishment of Funds and Accounts.In addition to the Costs of Issuance Fund,there areherebyestablished the followingfundsand accounts: Each Parity Debt Resolutionmayprovide forthecreationof such fundsand accounts as theCorporationmaydetermine,includingan account forthepaymentofinterestas mentioned in Section 504(a)hereof,anaccount or accounts forthepayment ofprincipal,whetherat maturity or pursuant to an amortization requirement,as mentioned in Section 504(b)hereof or a debt service reserve account,which may be the Parity Common Reserve Account or a Special ReserveAccount,as mentioned inSection504(c)hereof. Uponreceiptofeach requisition,the MasterTrustee shall pay the obligationsset forth in suchrequisition out ofmoney in theapplicable account in theCostsof Issuance Fund,and each such obligationshall be paid by checksignedbyoneormoreofficersoremployeesoftheMaster Trustee designated for suchpurposeby the Master Trustee.If for any reason the Corporation should decidepriorto the payment of any itemin arequisition notto pay suchitem,it shall give written noticeofsuch decision tothe Master Trustee and thereuponthe MasterTrustee shall not makesuchpayment. Section 404.RelianceuponRequisitions.-All requisitionsandcertifications receivedby the Master Trustee as conditions of payment from the Costs of Issuance Fund may be conclusively relied upon by the Master Trustee.Such requisitions and certifications shall be retained by the MasterTrustee fora periodof time not less than that requiredby the lawofthe State for the retention of public records and shall be subject at all reasonable times to examination by the Corporation,the Stale Board of Administration and the Owners of Bonds thenOutstanding. Any requisition filed with the Master Trustee may be accompanied by a certificate of an Authorized Officer of the Slate Board of Administration,together with such documents or writings assuch Authorized Officer shall deem necessary or appropriate,certifying or verifying theaccuracy of any ofthemattersoritems containedin suchrequisition. Section 405.Disposition of Costs of Issuance Fund Balance.When all Costs of Issuance relatedto aSeries of Bondshavebeen paid,whichfact shallbeevidencedtn theMaster Trustee by an Officer’s Certificatedelivered to theMaster Trustee by an Authorized Officer of the Corporation,the Master Trustee shall transfer any money then remaining in Ute relevant account in the Costs ofIssuance Fund as directed in writing by an Authorized Officer of the Corporation,and the Corporation may apply the same,subject to Section 604 hereof,for any purpose permittedunder the Act which will not cause the interestonany Series of Tax-Exempt Bonds to become includable in the gross incomeof the Ownersthereoffor federal income tax purposes. Each Parity Resolution shall be filed with the Master Trustee on or prior to the date of issuance of any Parity Obligations and shall contain or be accompanied by a schedule of payments withrespectto such Parity Obligations. (a)FloridaHurricane Catastrophe FundFinance Corporation Revenue Fund, in whichthere are established four special accountstobe known as the Emergency Assessments Account,the Reimbursement Premiums Account,the Pre-Event Bonds Investment Income Account and the Derivative Agreements Account;and (b)Florida Hurricane Catastrophe Fund Finance Corporation Bond Fund,in whichthere are establishedsix special accounts ioIse knownas the Capitalized Interest Account, theInterest Account,the Principal Account,the Sinking FundAccount,theRedemption Account andtheParity Common ReserveAccount C-2-18 1 Gross Receipts Receivedbv the Cgrporatiou or the MasterTrustee.Section 502.2 (d) 30 31 C-2-18 6 7 12 13 25 26 27 28 8 9 40 41 42 43 19 20 21 22 23 24 10 11 14 15 16 17 18 3 4 5 Section503.Application of Money in Revenue Fund.(a)Except as hereinafter provided,moneys intheRevenue Fund shall be withdrawn by theMasterTrustee at the times and in.the amounts provided herein or hi Parity Resolutions but only in themanner and order specified in thisMaster Indenture. 11 12 13 14 15 16 17 18 19 20 21 7 8 9 10 2 3 4 5 6 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 29 30 31 32 33 34 35 36 •37 38 (d)(i)If at any time the amounts on deposit to the credit of the accounts and subaccounts established in the Revenue Fund are insufficient to make the deposits or payments required by Section 504(a),(b)or (c)hereof with respect to Post-Event Bonds and Post-Event Parity Debt then Outstanding,the Master Trustee (1)shall give prompt written notice of such (iii)Solongas anyBonds (otherthan Post-Event Bonds)or Parity Debt (other than Post-Event Parity Debt),including Pre-Event Bonds,is Outstanding,the Master Trustee shall withdraw,immediatelyfollowing any withdrawalrequired by subsection (b),from the Reimbursement PremiumsAccountand,subsequent to such withdrawal,from the Pre-Event Bonds InvestmentIncome Account,theDerivative Agreements Accountor anyotheraccount or subaccount established m the Revenue Fund(other than the Emergency Assessments Account) in the order ofpriorityprovided for in the Supplemental Indenture or Parity Debt Resolution authorizing the issuance or incurrence of such Bonds or Parity Debt,as the case may be,the amounts necessary to make the deposits or payments required by Section 504(a),(b)or (c) hereofwith respect to such Bonds orParity Debt,and,ifandto the extentthat theamounts on deposit to the creditof theReimbursement Premiums Account,the Pre-Event Bonds Investment Income Account,the Derivative Agreements Account or any other account or subaccount established intheRevenue Fundarcinsufficient to make suchdeposits orpayments,the Master Trustee shall withdraw from die Emergency Assessments Account the amounts necessary to satisfy such deposits or payments;provided,however,in the case of Pre-Event Bonds,the Master Trustee shall draw firstfrom the Reimbursement Premiums Account andthenfrom the Pre-Event Bonds Investment Income Account,priortomaking any withdrawalfrom any ofsuch other Accountsorattyother accountor subaccount. (ii)So long as any Post-Event Bonds or Post-Event Parity Debt is Outstanding,the MasterTrustee shallwithdraw fromtheEmergencyAssessments Account the amounts necessary to make the deposits or payments required by Section 504(a),(b)or (c) hereof with respect to such Post-Event Bonds or Post-Event Parity Debt,and,if and to the extent that the amounts on deposit to tire credit of the Emergency Assessments Account are insufficient to make such deposits or payments,the Master Trustee shall withdraw from the Reimbursement Premiums Account,the Derivative Agreements Account or any other account or subaccount established in the Revenue Fund,in the order of priority provided for in the Supplemental Indenture orParity Debt Resolution authorizing the issuance or incurrence of such Post-Event Bonds or Post-Event ParityDebt,asthecase may be,the amounts necessary to satisfy such deposits orpayments. Nomoneydepositedin any oftheEmergency Assessments Account,the Reimbursement Premiums Account,the Pre-Event Bonds Investment Income Account,the Derivative Agreements Account or any other account or subaccountestablished in the RevenueFundshall be commingled with,andinstead shall be segregated from,moneydeposited tothe credit of the anyothersuchAccountoranyother account or subaccount established inthe Revenue Fund. A Parity Resolution may provide for thecreation ofsuch other accounts or subaccounts in ihe Revenue Fund as the Corporation may determine for the deposit of any other Gross Receipts received by theCorporation or the MasterTrustee for rheaccount oftheCorporation, including,without limitation,any Other Pledged Money,and may also establish restrictions,in additionto those established inthisMaster Indenture,as to the deposit of such Gross Receipts to suchaccounts orsubaccounts and the applicationofamountsdeposited therein. (c)(i)At such time ortimes asarespecificallyprovided forin this Master Indenture,in any Parity Resolution or in any Derivative Agreement,the Master Trustee shall withdraw from the Revenue Fund the amounts necessary to make the deposits or payments required bySection504(a),(b)and(c)hereof. Current Expenses ofdie Corporation from moneys to the credit oftheEmergency Assessments Account or any other funds legally available to the Corporation for such purpose to the extent that moneys to die credit of die Reimbursement Premiums Account and the Pre-Event Bonds Investment Account are insufficient for thepurpose.TheCurrent Expenses of the Corporation shall be paid by the Corporation as the same become due and payable in conformity with the applicable budgetaryand paymentproceduresofthe Corporation. (ib)The MasterTrustee shall withdraw immediately fromthe Reimbursement Premiums Account,and,to the extent the amount is insufficient for the purpose,from the Pre EventBonds InvestmentAccount,and transferto theCorporation,or,ifsodirectedin writing by anAuthorizedOfficer of theCorporation,toaDepositaryfor the account of the Corporation,the balance oftheamount included in the Corporation’sannualbudget(which may be revised from time to time),delivered to the MasterTrustee pursuant to Section 707hereof,for the payment of CurrentExpenses oftheCorporation inthecurrent Fiscal Yearandnotpreviously so transferred. Current Expensesofthe Corporationshall be a firstcharge againsttheRevenue Fund and shall be paid by the Coiporation from the amount so transferred from the Revenue Fund;provided, however,that nothing in this Master Indenture shall prevent Lite Corporation from paying any Except as hereinafter provided,all Gross Receipts and all proceeds of any Derivative Agreementreceivedbythe Corporationor the MasterTrustee forthe account of the Corporation shall bedepositedwhenreceivedinthe RevenueFund asfollows; (a)Emergency Assessments and Emergency Assessment Earnings shall be deposited tothecreditofthe EmergencyAssessments Account; (b)Reimbursement Premiums and ReimbursementPremiumEarnings shallbe depositedto thecreditof theRciinburscnicntPremiumsAccount; (c)investment income from the investment of proceeds ofPre-Event Bonds shall be depositedto tl»creditofthe Pre-Event Bonds investment Income Account;and proceeds ofanyDerivativeAgreementshall bedeposited tothe creditof the Derivative Agreements Account. C-2-19 32 33 C-2-19 1 2 Assessment Earnings will be transferred by the Master Trustee as directed in such Officer's Certificate. 1 2 3 4 deficiencyto the State Board ofAdministrationandtheCorporation and (2)shall,in accordance with Sections 502(b)and 503(c)(i)hereof,deposit any Reimbursement Premiums and Reimbursement Premium Earnings thereafter received from die FHCF in the Reimbursement PremiumsAccount forapplication inaccordanceSection 504(a),(b)and (c)hereof.3 4 5 6 7 8 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 Section504.Use pf Money for Debt Service Accounts and,Reserve Accounts,The amounts withdrawn from the Revenue Fund in accordance with Section 503(c)hereofshall be appliedbytheMasterTrusteein the following mannerandorder: Any funds transferred from any account or subaccount in the Revenue Fund in accordance with this paragraph (e),other thantransfers made to any account orsubaccountof the Bond Fund,shall no longerbe subject to thepledgeof,security interest in andlien upontheNet Receiptscreatedbythis MasterIndenture. (ii)If,afterthe date on which theMaster Trusteereceives anyReimbursement Premiums and ReimbursementPremium Earnings pursuant to clause(i)andpriorto the dateson which the deposits or payments are required to be made pursuant to Section 504(a),(b)or (c) hereof,the Masto Trustee receives any Emergency Assessments and Emergency Assessment Earnings,the Master Trustee shall (X)deposit such Emergency Assessments and Emergency Assessment Earnings to the credit of the Emergency Assessments Account for application in accordance with Section 504(a),(b)and (c)hereof,(Y)release from the Reimbursement Premiums Account and transfer to rhe FHCF an amount equal to the amount of Emergency Assessments and Emergency Assessment Earnings so received and deposited by the Master Trustee in the Emergency Assessments Account,and (Z)ifthe amounts then on deposit to the creditofthe accountsand subaccounts establishedin theRevenue Fund are sufficient tomakeall diedeposits or paymentsrequired by Section 504(a),(b)and (c)hereof,transfer to the FHCF from any Emergency Assessments and EmergencyAssessment Earnings the amountin excessof such requirements of Section 504(a),(b)and (c)hereof,as certified in an Officer's Certificate deliveredto the MasterTrusteeby the StateBoard ofAdministration. (a)(i)Atsuchlimeortimesas provided in theParityResolutions,theMaster Trustee shall(A)deposittheamountsrequired bythe Supplemental Indentures to be deposited in lire appropriate subaccounts intheInterest Account and (B)deliver the amountsrequired bydie Parity Debt Resolutions to bedeposited with or paid to the appropriate Persons designated in such ParityDebtResolutions forthe paymentofintereston therelated Parity Debtin accordance with such ParityDebtResolutions,and (ii)ifa Derivative Agreement provides forany payments thereunder by the Corporation relating to interest on Parity Obligations constituting Derivative Indebtedness,then,at such time or times as provided in the Derivative Agreement,the Master Trustee shall deliver,to or for the account of the Derivative Agreement Counterparty or other appropriate Person designated in the Derivative Agreement,the amount required by such Derivative Agreement (but not any termination payment)to be paid thereunder by the Corporation,provided thatif there shallnot besufficient Net Receipts tosatisfyall such deposits and payments,such deposits and payments shall be made ioeach suchsubaccount in the Interest Accountand toeachappropriate Person designated insuchParity Debt ResolutionsorDerivative Agreement ratablyaccordingto the amountsorequiredtobedepositedorpaid. (b)At such time or times as provided in the Parity Resolutions,the Master Trustee shall (i)deposittheamounts requiredby theSupplemental Indentures to be deposited in the appropriate subaccounts in the Principal Account and the Sinking Fund Account and (ii) deliver the amounts requiredbythe Parity Debt Resolutions to bedeposited with or paid to the appropriate Persons designated in such Parity Debt Resolutions for the payment oftheprincipal of ParityDebt,whether at maturity or pursuant to an amortization requirement,in accordance with suchParity Debt Resolutions,provided that if there shall not be sufficient Net Receipts to satisfy all such depositsand payments,such deposits andpayments shall be made to each such subaccount in the Principal Account and the Sinking Fund Account and to each appropriate Person designated in suchParity Resolutions ratably according totheamount so required to be deposited or paid. (c)Atsuch time or times as provided in theParity Resolutions,ifthe amount in the Parity Common Reserve Account is less than the Parity Common Reserve Account Requirement ortire amount in any Special ReserveAccount is less than the applicable Special Reserve Account Requirement,theMaster Trustee shall (i)deposit the amountsrequired by tliis Master Indenture to make up such deficiency in the Parity Common Reserve Account and (ii) deposit,or deliver to the appropriate Depositary for deposit,the amounts required by any Supplemental Indenture orParity Debt Resolution to make up any deficiency in any Special (e)Except during the continuation of an Event of Default,immediately followingthe date on which the amounts ondeposittothe credit ofthe accounts andsubaccounts in the Revenue Fund are sufficient for the Master Trustee to make (i)the transfer to the Corporation or a Depositary for the account of the Corporation ofthe amount required for the payment of the Current Expenses of the Corporation in the then current Fiscal Year in accordance with theprovisionsofSection503(b)hereofand(ii)the deposits or payments ofthe amounts required by Section 504(a),(b)and (c)hereof in the then current Fiscal Year with respect to the Parity Obligations then Outstanding,(Y)any Reimbursement Premiums and ReimbursementPremiumEarnings heldbytheMasterTrustee hi dieRevenueFund on suchdate in such Fiscal Yeur in excessof such requirementsfor suchFiscal Year shall bedelivered to the FHCFand be used for any purpose permitted by the Act,and (Z)any EmergencyAssessments, Emergency Assessment Earnings and Other Pledged Moneyheld by the MasterTrustee in the Revenue Fundon such date in suchFiscalYear in excess ofsuchrequirements for the remainder of such Fiscal Year and for the next succeedingFiscal Year shall,except as otherwise provided for by subsection (d)(ii)hereof,be transferred by the Master Trustee to the Bond Fund for application in accordance with the provisions of Section 504(a)and (b)hereof,unless an Authorized Officer of the State Board of Administration delivers to the Master Trustee an Officer’s Certificate certifying that the amount of Emergency Assessments and Emergency Assessment Earnings on deposit with the Master Trustee in the appropriate accounts and subaccounts in the Bond Fund (excluding the ParityCommon Reserve Account and any Special Reserve Account)forPost-EventParityObligationsis sufficient to pay the debt service thereon for die remainderof such Fiscal Yearand for the nextsucceeding Fiscal Year andthatthere are no deficiencies intheamounts requiredto beon deposit intheParityCommon ReserveAccount, anySpecial ReserveAccountorany accountorsubaccount intheBondFundestablished forPre Event Parity Obligations,in which event such Emergency Assessments and Emergency C-2-20 34 35 C-2-20 i 2 3 23 24 25 26 27 10 11 12 13 14 15 16 17 18 4 5 6 7 8 9 Reserve Account,providedthat if there shall not be sufficient Net Receipts to satisfy all such deposits,such deposits shall be made among the Parity Common Reserve Account and each SpecialReserveAccountratably accordingto the amounts sorequired tobedeposited. Unless otherwise provided by a Supplemental Indenture,on the date of issuance ofany Series ofParity Obligations,an AuthorizedOfficeroftheCorporation shall deliver tothe Master Trustee a schedule oftransfers to be made from the applicable subaccount of the Capitalized Interest Account to theapplicable subaccount ofthe InterestAccount.The MasterTrustee shall make such transfers asrequired by theschedule of such AuthorizedOfficeroftheCorporation. 36 37 38 39 40 41 42 43 28 29 30 31 32 33 34 35 37 38 39 40 41 19 20 21 22 28 29 30 31 32 33 34 35 36 9 10 11 12 13 14 15 1 2 3 4 5 6 7 8 16 17 18 19 20 21 22 23 24 25 26 27 Section505.Application of Money in Interest Account and Capitalized Interest Account.Unless otherwise providedbya Supplemental Indenture,not laterthan 10:00A.M.on each InterestPaymentDate,datefor thepaymentofDefaulted InterestordateuponwhichBonds ate to be redeemed,oron such otherdate as may be specified in the applicable Supplemental Indenture,the Master Trustee shall withdraw from the applicable subaccount in the Interest Account and wire transfer to the Bond Registrar,in Federal Reserve or other immediately available funds,the amounts required forpaying interest onthe respective Bonds on such date. The Bond RegistrarshallremitOr otherwise set asidetheamountdue andpayabletotheOwners as providedin the Supplemental Indentures. (f)The Corporation may provide in a Parity Resolution or a Subordinated Indebtedness Resolution for a disposition ofNet Receipts for the purpose ofpaying amounts owing to aCredit Provider,but only after the making ofthe deposits or payments requiredby paragraphs (a),(b)and (c)ofthis Section504. Section 507.Application of Money in Sinking Fund Account.Unless otherwise provided by a Supplemental Indenture,not later than 10:00 A.M.on each mandatory sinking fund redemption date,the MasterTrustee shall withdraw from the applicable subaccount inthe Sinking Fund Account and wire transfer to the Bond Registrar,in Federal Reserve or other immediately available funds,the amount necessary to pay the principal of the related Term Bonds on their respective mandatorysinking fund redemption dates.The Bond Registrarshall remit or otherwise set aside the amount due and payable io the Owners as provided in the Supplemental Indentures. Unless otherwiseprovided by a Supplemental Indenture,ifthe amounts transferred from the accounts and subaccounts in the Revenue Fund are insufficient to satisfy the amounts required to be deposited in the Interest Account as provided in Section 504 hereof,or if the balance in the Interest Account ou the Business Day nextpreceding an Interest PaymentDate is insufficient to pay the interest coming due on the Bonds on such Interest Payment Date,the MasterTrustee shall,notlater than such Interest PaymentDate,transfer an amount sufficientto cure the same,drawing ujwn funds intheParityCommon ReserveAccount,ifaay,securingsuch Series of Bonds,orin theSpecialReserveAccount,ifany,securingsuchSeriesofBonds. Unlessotherwiseprovidedbya Supplemental Indenmre,iftheamounts transferred from dieaccountsandsubaccounts intheRevenueFundare insufficientto satisfy theamounts requiredto bedepositedin thePrincipalAccountasprovided inSection 504hereof,or ifthe balancein thePrincipal Accountonthe BusinessDaynext preceding aprincipalpayment dateis insufficientto pay the principal comingdueonthe Serial Bonds on such principal paymentdate, theMaster Trusteeshall,notlater thansuchprincipal payment date,transferan amountsufficient tocure the same,drawingupon funds in the Parity Common ReserveAccount,ifany,securing such SeriesofBonds,or in the SpecialReserveAccount,ifany,securingsuch SeriesofBonds. Unless otherwiseprovided by aSupplemental Indenture,ifon any date there is money in the Principal Account andno Serial Bonds are then Outstanding or ifon any principal payment date money remains therein after the payment of the principal of Serial Bonds then due,the Master Trusteeshall withdraw suchmoney therefrom and shall apply thesamein the following order;(a)deposit into the Sinking Fund Account the amount then required to be deposited thereto pursuant to Section 504 hereof,(b)deposit,if and to the extent determined by an Authorized.Officerofthe Corporation,Into the Parity Common ReserveAccount or in one or more SpecialReserve Accounts suchamounts as maybedetermined byan AuthorizedOfficerof the Corporation in order tomake theamounts on deposittherein equal to the Parity Common ReserveAccount Requirement or the Special Reserve AccountRequirement,as the case maybe, and(c)transferto the FHCF all remaining amounts for any use permitted or authorized by the Act. Section 506.Application of Money in Principal Account.Unless otherwise provided by a Supplemental Indenture,not later than 10:00 A.M.on each principal payment date,the Master Trustee shall withdraw from the applicablesubaccount in the Principal Account and wire transfer to the Bond Registrar,in Federal Reserve or other immediately available funds,the amount necessary topay theprincipal ofthe related Serial Bonds al their respective maturities. The BondRegistrarshall remitorotherwise seiaside the amountdue and payable to the Owners asprovided intheSupplemental Indentures. (e)The Corporation may provide in a Subordinated Indebtedness Resolution forthe deposit or payment ofNet Receipts for the purposeof paying the interest on or principal of Subordinated Indebtedness or in a Derivative Agreement for the making of payments or repayments thereunder,including any termination payment,on a subordinated basis,but only after the making of the deposits or payments required by paragraphs (a),(b)and (c)ofthis Section 504.Each Subordinated Indebtedness Resolution shall befiled with the Master Trustee on or prior to the dale of incurrence ofany Subordinated Indebtedness and shall contain or be accompanied by a schedule of payments with respect to such Subordinated Indebtedness, includingany scheduled payments(to dieextentdeterminable)underaDerivative Agreement (d)Tothe extent that investment earnings arecreditedto the Interest Account, the Principal Account theSinking FundAccount or any subaccount therein in accordance with Section 602hereoforamounts arc credited thereto as a result of the application oftheproceeds ofaSeries of Bonds or a transfer of investment earnings on anyother fund or account held by the Master Trustee,or otherwise,future deposits to such accounts or subaccounts shall be reducedbytherespective amounts so credited. (g)The calculation of the amountsto be deposited orrequired to bedeposited pursuant to this Section504 shall be the responsibilityofthe MasterTrustee,whichshall deliver copies of such calculations to the Corporation and the State Board of Administration not less than three (3)Business Dayspriorto any withdrawal from the Revenue Fundpursuant to Section 503(c)hereof. C-2-21 36 37 C-2-21 42 43 35 36 37 38 39 40 41 39 40 41 42 19 20 21 22 23 24 25 26 27 28 29 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 30 31 32 33 34 35 36 37 38 7 8 9 10 11 12 13 14 15 16 17 18 2 3 4 5 6 (iii)If(heReserve Alternative Instrument is an unconditional irrevocableletter ofcredit issued to the Master Trustee,the letter of credit shall be payable in one or more draws upon presentation by the beneficiaryof a sight draft accompanied by itscertificate that itthen holds insufficient funds to makearequired payment of principal or interest on the Parity Obligations havingthe benefit,ofthe ParityCommon Reserve Account;The drawsshall be payable within two days ofpresentation ofthesightdraft.Theletter ofcredit shall befor a term ofnot less than three years.The issuer ofthe letter ofcredit shallbe required to notify theCorporation and the Master Trustee,notlater titan 30 monthspriorto the stated expirationdate ofthe letterofcredit, as to whether such expiration date shall be extended,andifso,shall indicate the new expiration dale.The Master Trustee is directed to draw upon the letterof credit prior to its expiration or termination unless anacceptablereplacement is in placeortheParity CommonReserve Account is fullyfunded to (he ParityCommonReserve Account Requirement. Moneyheld forthecredit of thesubaccounts in the Sinking Fund Account shallbe applied to.theretirement,purchase,redemption orpaymentofTerm Bonds in the manner provided in the applicable Supplemental Indentures.Ifthe amountstransferred from the accountsandsubaccounts intheRevenueFund are insufficient to satisfytheamounts required to bedeposited inthe SinkingFundAccount asprovidedinSection504hereof,or if(hebalancein theSinkingFund Accounton the Business Daynextpreceding asinkingfund payment dateis insufficienttoretiretheTermBondsonsuchdateas requiredby a Supplemental Indenture,the MasterTrustee shall,notlaterthan such sinking fund payment date,transferan amountsufficient tocure the same,drawinguponfunis inthe ParityCommonReserve Account,ifany,securing such Scries of Bonds,orinthe SpecialReserve Account,ifany,securing suchSeries ofBonds. Section 508.Deposit and Application of Money in Parity Common Reserve Account and Any Special Reserve Account;Replenishment of Deficiencies,(a)If a Parity Resolution providesthatthe Parity Obligationsissued thereunderare to beadditionally secured by the Parity Common Reserve Account,the Corporation shall deposit,from the proceeds of such Parity Obligations or from any other available sources,concurrently with the deliveryof andpayment for suchParity Obligations,to the Parity Common Reserve Account such amount as is required to make tire balance tothe credit ofsuch Account equal to theParityCommon ReserveAccount Requirement:provided,however,that in the case of Post-Event Parity Obligations,the initial depositrequiredto thePaiity Common Reserve Account to makethetotalamountto thecredit of such Account equal to the Parity Common ReserveAccount Requirement may be funded from Emergency Assessments and other Revenues (but not Reimbursement Premiums or Reimbursement Premium Earnings)ratably over not more than thirty-six (36)months from the date of delivery of such Parity Obligations.If a Parity Resolution provides that the Parity Obligations issued thereunder are to be secured byaSpecial Reserve Account,the Corporation shall fund,from the proceeds of such Parity Obligations orfrom any other available sources,at the time or times and in the manner specified in the applicable Parity Resolution,such Special Reserve Account in an amount equal to the Special Reserve Account Requirement for such ParityObligations. provider of the Reserve Alternative Instrument,a rating by at least two Rating Agencies in one of the two highest rating categories (without regard to gradations by numerical modifier or otherwise)or (b)a commercial bank,insurance company or other financial institution the obligations payable or guaranteed by which have been assigned a rating by at leasttwo Rating Agencies in oneofthe twohighestratingcategories (without regardto gradations by numerical modifier orotherwise). (iv)The Master Trustee shall ascertain the necessity for a claim or draw upon the ReserveAlternative Instrument and shall provide notice todie issuerofthe Reserve Alternative Instrument in accordance withits terms not laterthanthree days (or such longer period as may be necessary depending on the permitted time period for honoring a draw under the Reserve Alternative Instrument )priorto each InterestPaymentDate. (b)Unless the applicable Parity Resolutionshall otherwiseprovide or modify the following,the Corporation may deposit with the Master Trustee a Reserve Alternative Instrument in satisfaction of all or any portion of die Parity Common Reserve Account Requirementor maymaysubstitute aReserve Alternative Instrument foralloranyportion ofthe cash or another Reserve AlternativeInstrument creditedto LheParity CommonReserveAccount, providedthat thefollowingminimumprovisionshave beenfulfilled; (ii)The provider of a Reserve Alternative Instrument shall be (a)an insurance company or other financial institution that has been assigned,for obligations insured by the (b)The Master Trustee shall use amounts in the Paiity Common Reserve Account to make transfers,or use moneys provided under a Reserve Alternative Instrumentto makedeposits,inthefollowing order,iiirespectofall Parity Obligationsadditionallysecuredby the ParityCommon Reserve Account,to theappropriate subaccountsin the Interest Account,the Principal Account and the SinkingFund Account to remedy anydeficiency therein as of any InterestPayment Date,principal paymentdale or sinking fund payment date (orany earlierdate as set forth in a Parity Resolution),or to pay the interest on or the principal ofOr amortization requirements inrespect ofany Parity Debt whendue,whenever andto theextent themoney on deposit forsuchpurposes is insufficient (c)The Master Trustee shall use amounts in any Special Reserve Account held by it to make transfers,oruse moneys provided under a ReserveAlternativeInstrument to make deposits,in the followingorder,in respect of the particular Parity Obligations secured by such Special Reserve Account,to the appropriate subaccounts in the Interest Account the (v)Cash on deposit in the Parity Common Reserve Account shall be used (or InvestmentObligationspurchased with suchcashshall be liquidated and lhe proceedsapplied as required)priorto any drawing on anyReserve Alternative Instrument-If and io the extentthat more than one Reserve Alternative Instrument is deposited in the Parity Common Reserve Account,drawings thereunderand repayments ofcosts associatedtherewith shall be made on a pro ratabasis,calculatedbyreferencetothe maximum amountsavailablethereunder. (i)The Reserve AlternativeInstrument shall be payable (upon thegivingofnotice as required thereunder)to remedy any deficiency in the appropriate subaccounts in the Interest Account,thePrincipal Account and the Sinking FundAccount,orin anaccount for the payment ofinterestasmentioned inSection 504(a)hereof,orin an accountoraccountsfor thepayment of principal as mentioned in Section 504(b)hereof,in order to provide for the timelypayment of theprincipal (whetherat maturityorpursuantto a Sinking Fund Requirement or an amortization requirement therefor)of andinterest ontheParityObligationssecuredthereby. C-2-22 38 39 C-2-22 35 36 37 38 39 40 41 42 22 23 24 25 26 27 28 29 30 31 32 33 34 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 1 2 3 4 5 Section 509-Application ofMoney in Redemption Account The Master Trustee shall apply moneyin (heRedemption Accountto the purchaseorredemption ofBonds as follows: 1 2 3 4 5. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 Principal Account and the Sinking Fund Account to remedy anydeficiency therein as of any InterestPayment Dale,principal paymentdateorsinking fund payment date (or any earlier date as set forth in a Parity Resolution)orto pay the interest on or the principal of or amortization requirement in respect thereofon Parity Debt whendue,whenever anti to the extent the money ondeposit forsuch purposes is insufficient. (f)Any deficiency in a Special Reserve Account resulting from the withdrawal ofmoneys therein or a draw on a ReserveAlternativeInstrument or resulting from a valuationoftheInvestmentObligations therein pursuanttoSection 603 hereof shallbe made up as provided in theParityResolution establishingsuchSpecial ReserveAccount (b)Subject to (he provisions of paragraph (c)of this Section,tire Master Trustee shall call for redemption onadate permittedbythe applicable Supplemental Indenture such amount ofBonds or portions thereofas,with rhe redemption premium,ifany,will exhaust the moneys then held in theapplicablesubaccount ofthe Redemption Account as nearly as may be practicable;provided,however,that notless than One HundredThousandDollars ($100,000) in principal amount of Bonds shall becalled for redemption at any one time unless the Master Trustee is so instructed bytheCorporation in writing.TheMasterTrusteeshall pay the accrued interest on the Bonds or portions thereof to be redeemed to the date ofredemption from the applicable subaccount of the Interest Account and the Redemption Price of such Bonds or portions thereof from the applicable subaccountofthe Redemption Account.On or before the redemption date,die Master Trustee shall withdraw from the Redemption Account and the Interest Account and transfer to the Bond Registrar the respective amounts required to pay the RedemptionPriceand accrued interesttothe redemptiondate ofthe Bonds orportions thereofso called for redemption. Owners of such Bonds under die provisions of the applicable Supplemental Indenture plus accrued interest to the redemption date if such Bond or such portion thereof were called for redemption on such redemption date from the money in the applicable subaccount of the Redemption Account.The Master Trustee shall pay (lie interest accrued on such Bonds or portions thereofto the date of settlementfrom the applicable subaccount oftheInterest Account and thepurchase price fromthe applicable subaccount oftheRedemption Account,butno such purchase shall be made by tire Master Trustee from money in theapplicable subaccountof the Redemption Account within the period of forty-five (45)days immediately preceding any date on which such Bonds orportions thereof arc tobe redeemed except from moneys othertitan the moneys set asidein the applicable subaccountof the RedemptionAccount forthe redemption of Bonds. (d)Anydeficiency intheParity CommonReserveAccount resultingfromthe withdrawal of moneys therein shall be made upby depositingto thecredit of suchAccountthe amountofsuchdeficiencywithin one yearfollowing the dateon which suchwithdrawal is made, such deposit to be made pursuant to Section 504(c)hereof.Any deficiency in the Parity Common Reserve Accountresulting from a draw on a Reserve AlternativeInstrument shall be made up as provided in such Reserve Alternative Instrument or documentation relating thereto, but any such deficiency must be made up by not later than the final date when such deficiency would have been required to be made up ifthere had been a withdrawal ofmoneys from the Parity Common Reserve Account rather than a draw on.a Reserve Alternative instrument. Deficiencies,whether resulting from withdrawals or draws,maybe satisfiedthrough the deposit ofadditional cash,tiredelivery ofanadditional Reserve Alternative Instrumentor anincrease in the amount available to be drawn under a Reserve Alternative Instrument.Unless otherwise provided in a Reserve Alternative Instrument or the documentation relating (hereto,cash or InvestmentObligations ondepositto the creditoftheParityCommon Reserve Accountshall be used to satisfy deficiencies,as provided in paragraph (b)ofthisSection,prior to any draw on a ReserveAlternative Instrument. (a)Subject to theprovisionsofparagraph (c)of this Section,and ifinstructed to do so by an Authorized Officer of the Corporation,the Master Trustee shall endeavor to purchase and cancel Bondsorportions thereof,whether or not suchBondsorportions thereofare Chen subject toredemption,at the most advantageous price obtainable withreasonablediligence, providedthat the purchasepriceofeach Bond,plus accruedinterestto the dateofpurchase,shall not exceed the Redemption Price that would be payable on the next redemption date to the (e)Unless aReserve Alternative Instrument shall be in effect,ifon anydate of valuation pursuant to Section 603 hereof,the amount on deposit in the Parity Common. Reserve Account is less than ninety percent (90%)of the Parity Common Reserve Account Requirement,theCorporation shall deposit intotheParityCommon Reserve Accountwithin one year followingsuchdatetheamount requiredas ofsuch dateto cause the amountthenondeposit in the Parity Common Reserve Account to he equal to the Parity Common Reserve Account Requirement.Any such deficiency may be satisfied through the deposit of additional cash,the delivery ofan additional Reserve Alternative Instrument or an increase in the amount available tobedrawnunder aReserve AlternativeInstrument, (c)Money in (lie Redemption Account maybe applied by the MasterTrustee in each Fiscal Year to the purchase or the redemption of Bonds ofany oneor more Series then Outstanding inaccordance with the latest Officer's Certificate of an Authorized Officer of the Cuiporation filed with the Master Trustee (i)designating one or more Series of Bonds to be purchased or redeemed,(ii)ifmore than oneSeries of Bonds is so designated,setting forth the aggregate principal amountofBonds ofeach Seriesto bepurchasedorredeemed,and (iii)unless the Supplemental Indenture relating to the Bonds to be redeemed specifies the order of redemption,designating the Bonds to be redeemed within each Series,and if such Bonds are Tenn Bonds,theFiscalYearsin which futureSinkingFundRequirements areto bereduced as a result of such redemption and the amount of such reduction in each such Fiscal Year.In the eventno such Certificateis filed and unless the Supplemental Indenturerelating to the Bonds to be redeemed specifies otherwise,(A)the MasterTrustee shall apply such moneytothepurchase ofone or more Series of Bonds as it shall determine or to the redemption of Bonds bearing the highest rate of interest,(B)ifBonds of more than one maturity bear the same interest rate,the Master Trusteeshall redeem such Bonds in (heinverse order ofmaturities,and (C)if the Bonds bearing the highest rate of interest are Term Bonds,the Master Trustee shall reduce Sinking Fund Requirements for such Term Bonds ininverse orderof the scheduledredemption ofsuch Term Bonds.All Bonds shall be redeemed as provided in the applicable Supplemental Indenture. C-2-23 40 41 C-2-23 41 42 4 5 6 7 Moneyheld for the credit of the subaccounts in the RedemptionAccount shallbe applied io the purchase or redemption of Bonds in the manner provided in the applicable Supplemental Indenture. 1 2 3 4 5 6 7 17 18 19 20 21 22 23 24 25 26 27 1 2 3 8 9 10 11 12 13 14 15 16 28 29 30 31 32 33 34 35 36 37 38 39 40 Section 513.tjse of Available Funds.Nothing in this Master Indenture shall be construed topreventtheCorporation from payingall orany part oftheCurrentExpenses of the Corporationfromanymoney available totheCorporation forsuch purpose,or,subject toSection 604hereof,fromdepositing in any fundoraccount treatedunder,orsubaccount created pursuant toa the provisionsofthis MasterIndentureor any fundor accountcreated under or pursuantto a Parity Debt Resolutionor a Subordinated Indebtedness Resolution,any money available to the Corporation for such deposit,except to the extent the Corporation is prohibited from making such deposit by this Master Indenture,any Parity Resolution,any Subordinated Indebtedness Resolutionorotherwise. Section511.Cancellation ofRonds.Uponreceiptofthesame,die Bond Registrar shall cancel all Bonds paid,redeemed or purchased by the Master Trustee or purchased by the Corporation and delivered totlic Bond Registrar,and all Bonds delivered to the Bond Registrar in exchangefor otherBondsordeliveredto the Bond Registrarupon the transferofanyBondifa new Bond is delivered upon such transfer.The Bond Registrar shall certify to the Corporation the details of all Bonds so canceled.All Bonds canceled under any of the provisions of this Master Indenture eithershall be delivered totheCorporation ordestroyed bythe Bond Registrar, as the Corporation directs.Upon destruction ofany Bonds,the BondRegistrarshallexecute a certificate induplicate,describing theBonds so destroyed;andone executed certificate shall be filed with the Corporation and the other executed certificate shall be retained by the Bond Registrar. Section 512.Disposition of Fund Ballances.Afterprovision is madefor the payment of all Outstanding ParityObligations,includingtheinterestthereon andforthe payment ofallother obligations,expenses and charges required to be paid under or inconnection with this Master Indenture and any ParityResolution,andreceipt by the MasterTrustee ofanOfficer’s Certificate of an Authorized Officer of the Corporation,to the effect that there are no other Master Indentures,resolutions,bond orders or other agreements that impose a continuing lien on the balances hereinaftermentioned,the MasterTrustee shall pay all amounts in any fund,account or subaccount thenheld by it underthis Master Indenture to the FHCF.ifthe Corporation notifies dieMasterTrusteethat acontinuing lienhas been imposed onsuch balancebyanother indenture, resolution,bond order orany other agreement,by court order or decree,orby law,the Master Trustee shall,at the written direction oftheCorporation,pay such balance to such person as is entitled to receive the sameby lawor underthe terms ofsuch indenture,resolution,bond order, agreement,orby court order or decree. Section510.Escheat.All money that the Master Trustee shall have withdrawn from the Bond Fund or shall havereceived from any other source and set aside or deliveredto lite Bond Registrar forthepurpose ofpayingany of die Bonds herebysecured,either at maturity or by purchaseorcall for redemption,shallbe heldin trust forthe respectiveOwners. Anymoneythat is so set asideandthat remains unclaimed by the Ownersfora periodof 30 months after the date on which such Bonds have become payable shall he treated as abandoned property pursuant to the provisions of Section 717.1035,Florida Statutes,and the Master Trustee or the Bond Registrar shall report and remit this property to the Unclaimed Property Trust Fund established by and according to the requirements of Sections 717.117 to 717.124,inclusive,Florida Statutes,and thereafterthe Owners shall look only tothe Unclaimed PropertyTrust Fundforpayment andthen only totheextent oftheamounts so received,without any interest thereon,andthe MasterTrustee,the Bond Registrar and the Corporation shallhave no responsibility with respect tosuch money. C-2-24 1 ArticleVI. 42 43 C-2-24 i 2 29 30 2 3 4 5 DEPOSITARIES OFMONEY,SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS AND COVENANTAS TOARBITRAGE 6 7 8 9 10 11 3 4 5 thereofnot later than the respective dates when the money held for the credit of such funds, accountsandsubaccountswillberequired forthepurposes intended. Investment Obligations in the Parity Common Reserve Account shall mature or be redeemable atthe option oftheMasterTrustee not laterthan the finalmaturitydale ofthe Parity Obligationsto which suchParity CommonReserveAccountis pledged. 6 7 8 9 10 31 32 33 34 35 36 37 38 39 40 38 39 40 31 32 33 34 35 36 37 12 13 14 15 16 17 18 19 20 21 22 23 Whenever a transfer of money between two or more of the funds,accounts or subaccounts established under this MasterIndenture ispermitted orrequired,such transfermay be made as a whole or in part by transfer of one or more InvestmentObligations at a value 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 24 25 26 27 28 29 30 The Master Trustee shall sell orreduce to cash a sufficient amount ofsuch Investment Obligations wheneverit is necessary to do so to provide money tomakeany payment fromany fund,account or subaccount establishedunderthis Master Indenture.The Master Trustee shall not beliableor responsibleforanylossresultingfromany such action. Notwithstanding the foregoing,no Investment Obligations pertaining to any Series of Bonds in any fund,account orsubaccount held by the Master Trustee or any Depositary shall mature on a datebeyondthe latest maturity dateof the Bonds ofsuch Series Outstanding at die timesuch Investment Obligations are deposited.Forpurposes ofthis Section,the maturity date of any repurchase agreement shall be deemed to be die stated maturity date of such agreement andnotthematurity datesofthe underlying Investment Obligations. The Corporation shall cause tire State Board of Administration either to enter into agreementswiththeMaster Trusteeor any Depositary fordie investment ofanymoney required or permitted to be invested under this Master Indenture or to give the MasterTrustee or any Depositary written directions respecting die investmentof suchmoney,subject,however,to the provisions of this Article,and die Master Trustee or such Depositary shall then invest such money inaccordance with such agreements ordirections.TheMaster Trustee or anyDepositary may request additional directions or authorization from theState Board of Administration oran AuthorizedOfficerof the State Board ofAdministrationinwritingwith respect todie proposed investment of money under the provisions of this Master Indenture.Upon receipt of such directions,the Master Trustee or any Depositary shall invest,subject to the provisions of this Article,such money in accordance with such directions or authorization.The Master Trustee shall have no liabilityforanylossesoninvestments madeinaccordancewith thisSection. Any such interest accruing and any such profit realized shall be transferred upon the receipt thereof by the Depositaries orthe Master Trustee,as the case may be,pursuant to the provisions ofthis Master[indenture and anySupplementalIndenture. Investment Obligations acquired with money in or credited to any fund,account or subaccount established under this Master Indenture shall be deemed at all times to be part of such fund,account or subaccount.Any loss realized upon the disposition or maturity of such Investment Obligations shall be charged against such fund,account or subaccount unless otherwise directed bya Supplemental Indenture.The interest accruingon anysuch Investment Obligations and any profit realized upon the disposition or maturity of such Investment Obligationsshall becreditedtosuch fund,accountorsubaccount. Section 601.Security for Deposits.Any and all money received by the Corporation under the provisions of this Master Indenture shall be deposited as received with the Master Trustee or one ormore other Depositaries as providedin this Master Indentureand shall,inthe cate ofdepositswiththeMasterTrustee,be trusthinds under the terms hereof,and,shall not be subject toany lien orattachmentby anycreditor ofthe Corporation. All moneydeposited with and held by the MasterTrustee or any Depositary hereunderin excess of die amount guaranteed by the Federal Deposit Insurance Corporation orother federal agency shall be continuouslysecured,for thebenefit ofthe Corporation and the Owners,either (a)by lodging with a bank or trustcompany chosen by the MasterTrusteeor Depositary or.if then permittedby law,bysetting aside under control of the trust,department of the bank ortrust company holding such deposit,as collateral security.Government Obligations or other marketable securities eligible as security for the deposit of (rust funds under regulations ofthe ComptrolleroftheCuneiwyofthe UnitedStates or applicableStatelawor regulations,having a market value(exclusiveofaccrued interest)notlessthantheamountofsuch deposit,or(b)ifthe furnishingofsecurity as providedin clause (a)above is not permittedby applicable law,then in such other manner as maythen be requiredor permitted by applicable State orfederal laws and regulationsregardingthesecurity for,or grantingapreferenceinthe case of,the depositoftrust funds;provided,however,that itshallnot benecessaryfor the Master Trusteeorany Depositary to give security for the deposit of any money with it for the payment of the principal of orthe redemption premium,if any.or the interest on any Parity Obligations or Subordinated Indebtedness,or for the Master Trustee or any Depositary to give security for any money that shall be represented by Investment Obligations purchasedunder the provisions of this Article as an investmentofsuch money. Allmoney deposited with dieMaster Trustee or any Depositary shall be credited to the particularfund,account orsubaccount to whichsuchmoneybelongs. Section 602.Investment of Money.Money held for the credit of all funds,accounts and subaccounts established underthis MasterIndentureand heldby the MasterTrustee shall,in accordance with the written directions of the Corporation,be continuously invested and reinvested by the Master Trustee or the Depositaries,whichever is applicable,in Investment Obligations totheextent practicable.Except as hereinafter provided inthis Section withrespect to thedisposition ofinvestment income,die particular investments tobe made andother related matters in respect of investments shall,as ro each Series of Bonds,be provided in die Supplemental Indentureauthorizing the issuanceofsuchSeries ofBonds. Except ashereinafterprovided inthisSection with respectro the Parity CommonReserve Account,Investment Obligations shall mature or be redeemable at the option of the holder C-2-25 ArticleVJI. COVENANTSOFTHECORPORATION ANDTHESTATE 44 45 C-2-25 i 2 3 Account,asthe case may be,exceedsthe Parity CommonReserveAccount Requirement or the Special Reserve Account Requirement,as the case may be,and shall transfer the excess in accordance with the provisions of theapplicable ParityResolution. 21 22 23 24 25 26 27 28 29 30 18 19 20 14 15 16 17 determined at the time of such transfer in accordance with this Article,provided that the Investment Obligations transferred are those in which money of the receiving fund,accountor subaccountcouldbe invested on the date ofsuch transfer. 14 15 16 17 18 19 20 21 22 1 2 3 In addition,as further security for the paymentof each Series of Bonds and the interest thereon,the Corporation herebygrantsto theMaster Trustee a pledge of,security interest in and lien upon the money and Investment Obligations in any and all of the related accounts and Subaccounts of the Bond Fund and the accounts and subaccounts established under the Supplemental Indenture authorizingtheissuanceofsuch Series. 31 32 33 34 35 36 37 38 39 40 41 42 4 5 6 7 8 9 10 11 12 13 4 5 6 7 8 9 10 11 12 13 34 35 36 37 38 39 29 30 31 32 33 23 24 25 26 27 28 Section604.Covenant as toArbitrage.TheCorporationcovenants thatso long as any Tax-Exempt Parity Obligations remainOutstanding,the money ondeposit in any fund,account orsubaccount maintained inconnectionwith such Tax-Exempt Parity Obligations,regardlessof. whether such money was derived from the proceeds of the sale of such Tax-Exempt Parity Obligations or from any othersources,will notbe used in amannerthat would causesuch Tax Exempt Parity Obligations to be “arbitrage bonds’*within the meaning of Section 148 of the Code and applicable regulations promulgated from time to time thereunder.The Corporation further covenants and agrees to comply with tire requirements ofSection 148 of the Code and applicable regulations promulgated fromtimeto time thereunder withrespecttoanyTax-Exempt ParityObligations. Section701.Security:Restrictions onEncumbering NetReceipts;Payment of Principal and Interest-(a)Any Bond issued under this Master Indenture shall be a special and limited obligation of the Corporation payable solely from Net Receipts and money,Investment Obligations and.Reserve Alternative Instruments held in the funds,accounts and subaccounts established under this Master Indenture and the income from such Investment Obligations and the investment ofsuch money. The pledge,security interest andlien shall beeffective and operate immediately,and the MasterTrustee shall have the rightto collect andreceive the Net Receipts inaccordancewiththe provisions hereof and the Pledged Collateral in accordance with the provisions ofthe Pledge Agreement at all times during the period from andafter the date ofdelivery ofthe Bonds issued hereunderuntil the Bonds and ail Parity Debthavebeenfully paidand discharged,including at all times afterthe Institutionand duringthependencyofanybankruptcyor similarproceedings. All Investment Obligations in all of die funds,accounts and .subaccounts established under this Master Indenture shall be valued asofthe Business Day immediately preceding each Interest Payment Date.Ifa valuation ismade by the Master Trustee,the Master Trustee shall report die result of suchvaluation to the Corporation and the StateBoard of Administration as soon as practicable following such valuation.In addition,Investment Obligations shall be valued at any time requested by an Authorized Officer of the Corporation or an Authorized Officerof the StateBoard,ofAdministrationonreasonablenotice to theMasterTrustee (which period of notice may be waived or reduced by the Master Trustee at its sole discretion); provided,however,that theMasterTrustee shallnot berequired tovalue InvestmentObligations morethanonce inanycalendarmonth. Whenever,following a valuationdescribed above,die valueof the cash andInvestment Obligations in the Parity Common Reserve Account held by the Master Trustee,plus accrued interest to die dateofvaluation,is less than ninety percent (90%)oflireParityCommon Reserve Account Requirement,die Master Trustee shall compute the amount by which die Parity Common Reserve Account Requirement exceeds the balance in the Parity Common Reserve Account,and shall immediately give the Corporation and ihe State Board of Administration notice of such deficiency and the amountnecessary to cure the same in accordanceWithSection 508 hereof Whenever the value of the cash and Investment Obligations in theParity Common Reserve Accountor a SpecialReserve Account held bythe MasterTrustee,plus accrued interest tothe dateof valuation,isgreater thantheParity Common ReserveAccount Requirementorthe SpecialReserveAccount Requirement,asthe case maybe,the MasterTrustee shallcomputethe amount by which the balance in the Parity CommonReserve Account or the Special Reserve Section603,Valuation For the purpose ofdetermining the amount on deposit in any fund,account or subaccount established tinderthis Master Indenture.Investment Obligations in which money in such fund,accountorsubaccount isinvested shallbe valued at cost. As security forthepaymentofthe Bonds andanyParity Debtandtheinterestthereonand as authorized bythe Act,the Corporationhereby (i)grants to the Master Trustee a pledge of, security interest in and lien upon its NetReceipts and (ii>assigns to the Master Trustee all its right,title and interest (includingtheright toenforce the same andtherighttoreceiveand collect thePledged Collateral)in and to the PledgeAgreement (except for those certain rights that are set forth in the grantingclauses ofthis Master Indenture). For purposesof makingany investment hereunder,the Master Trustee or any Depositary may consolidate moneyheld by it in any fund,account orsubaccount with moneyin any other fund,accountor subaccount,except tothe extent suchconsolidation is prohibited by this Master Indenture,any Parity Resolution orany Subordinated Indebtedness Resolution.Transfers from any fund,account or subaccount tothe credit ofany other fund,accountor subaccount provided for inthis Master Indenture may he effectuated on thebooks andrecords ofthe Master Trustee, the Corporation or any Depositary without any actual transfer of funds or liquidation of investments.Investment Obligations purchased with consolidated funds shall be allocated to cacti fund,account or subaccount on a pro-rata basis in accordance with the initial amount so investedfrom eachsuchfund,accountor subaccount. Unlessotherwise directed bythe State BoardofAdministration or an AuthorizedOfficer of the State Board of Administration,Investment Obligations maybe purchased by tin:Master Trustee or any Depositary'through its own investment division or other bank facilities establishedforsuchpurpose. C-2-26 (e) Permitted Liens shallconsistofthefollowing;(b)II theLienofthisMaster Indenture;(Hi) 23 any Lien securingallParityObligationsona pari passu basis;20 (iv) (a)any Lien on Net Receipts securingSubordinatedIndebtedness;and21(v) any Lien securing the obligations of the Corporation under a Derivative 46 47 C-2-26 18 19 20 21 22 15 16 17 36 37 38 39 1 2 3 34 35 36 37 8 9 10 29 30 31 32 33 12 13 14 15 16 17 18 5 6 7 24 25 26 27 4 5 6 7 8 9 10 11 12 13 14 28 29 30 31 32 33 34 35 22 23 24 25 26 27 28 1 2 3 4 (vi).. Agreement which,ifrequired by the provider ofsuch Derivative Agreement,maybepari passu with the Lien on the Net Receipts securing the Parity Obligations created under this Master Indenture,so tong as the notional amount ofall Derivative Agreements secured by such pari passu Liens does not at any time exceed the aggregate amount of Parity Obligations then Outstanding and so long as the Corporation's obligation to make any termination payment constitutesSubordinated Indebtedness. (a)The Corporation mayincur Parity Obligations at one time or from timeto time in any form nr combination of forms permittedby this Master Indenture if,prior to the incurrence ofsuch Parity Obligations,the Corporation shall file or cause to be filed with the Master Trusteean Officer's Certificate of the Corporation (which may rely upon certificates or The Corporation covenants that it will prepare and file such financing statements or amendments to or terminations of existing financing statements as shall,in the Opinion of Counsel,benecessaryto comply with applicable law or as requireddue to changes in the Net Receipts.In addition,if financing statements are filed pursuant to the requirements of the preceding sentence,the Corporation covenants that it will,at least thirty (30)days prior to the expiration of anyfinancing statement,prepare and file such continuationstatements ofexisting financing statements as shall,in the Opinion ofCounsel,benecessary-to continue the security interest evidenced thereby and shall provide to the MasterTrustee written notice ofsuch filing, If the Master Trustee shall not have received such notice at least twenty-five (25)days priorto the expirationdate ofany such financingstatement,the Master Trustee shall prepare and fileor cause the Corporationto prepare and filesuch continuation statementsinatimelymanner. (a)Exceptas otherwise expresslyprovided herein,to preserveits corporate or other legal existence and all its rights and licenses to the extent necessary or desirable in the operation of itsbusiness and affairs andbe qualified to do business ineach jurisdiction where its ownership ofPropertyorthe conductofitsbusinessrequires such qualification. Section703.Limitationson CreationofLiens,(a)TheCorporation agreesthat it will notcreate orsuffer tobe created or permit the existence ofany Lien UpontheNetReceiptsother thanPermittedLiens aS defined!in clause (b)below, Section704.facuirenceTest-Subsequent to the effective date of this Master Indenture and the Corporation’s issuance of its $1,350,025,000 Series 2006A Bonds in accordance with its Supplement No.1 dated as of June 1,2006 and its issuance of up to $2,800,000,000 ofPre-Event Parity Bonds on or prior to August 1,2006,all of which may be issued withoutcompliancewiththeIncurrenceTest establishedby this Section, (c)The Corporation covenants to pay or cause to be paid the principal of, premium,if any,and interest on the Parity Obligations secured by this Master Indenture at the places,on the dates and in the manner provided in this Master Indenture and in the Parity Obligations according to the terms thereof whether at maturity,upon proceedings for redemption,by accelerationorotherwise. (d)Topay promptly orotherwisesatisfy and discharge all of its indebtedness and all demands andclaims against itasandwhet)thesame becomedue and payable,otherthan any thereof(exclusive of the Indebtedness created and Outstandinghereunder)whose validity, amountorcollectibility isbeing contested ingoodfaith. (b)To doall things reasonably necessary toconductits affairs andcarry on its business and operations in such manner as to comply with any and all applicable laws of the United States and the several states thereof and duly observe and conform toall valid orders, regulations or requrrementsofany governmental authority relative to the conduct ofits business and the ownership ofits Property;provided,however,that nothinghereincontained shall require itto comply with,observeand conform to anysuchlaw,order,regulationorrequirementofany governmental authority so long as the validity thereofor the applicability thereof to it shall be contested in good faith. (c)To pay promptly all lawful taxes,governmental charges and assessments atany time levied or assessed upon oragainst it or its Property;provided,however,that itshall have the rightto contest in good faithany suchtaxes,charges or assessments orthecollection of anysuchsums and pending suchcontestmay delay ordefer paymentthereof. Section702,Covenants as toExistence,Etc.The Corporation herebycovenants: The aforementioned pledge,security interest and.liea shall not impair or restrict the ability ofthe Corporation to invest in securities and other forms ofinvestment,subject to the provisionsofthis MasterIndenture. (ii)AnyLien arising by reasonofdepositswith,or the giving ofanyformofsecurity to,any governmental agency or any body created or approved by law or governmental regulation for any purpose at any Lime as required by law or governmental regulation as a conditionto thetransactionofanybusiness orthe exerciseofanyprivilegeorlicense: (i)Liens arising by reason of deposits by the Corporation to secure public or statutory obligations,or to secure,or in lieu of.surety,stay or appeal bonds,and deposits as securityforthepayment of taxes orassessments or othersimilarcharges;(b)The Corporation covenants dial it will not pledge or grant a security interest in (except as provided in (a)above and as may be otherwise provided in this Master Indenture)any of the Net Receipts. At all times to comply with all terms,covenants and provisions of any IJens at such time existing upon its Property or any part thereof or securing any of its Indebtedness. C-2-27 Notwithstanding the foregoing provisions ofthis Section,nothing herein 48 49 C-2-27 37 38 5 6 37 38 39 40 41 42 43 44 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 39 40 41 42 10 11 12 13 14 13 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 2 3 4 7 8 9 1 2 3 5 6 7 8 9 10 11 12 :tnenrs,Certificate of No Default Other (e)r „__ containedshall preclude theCorporation from incurring any obligation underaCredit Facility. Section 705.Fiscal Year End Certificate.Not laterthan ninety (90)days afterthe end of eachFiscalYear,commencing with the Fiscal Year endingon June30,2007,theCorporation shall file with the Master Trustee an Officer’s Certificate demonstrating and stating that the Revenue Available for Debt Service for the prior Fiscal Year (setforthin such Certificate)was not less than the greater of (i.)one hundred twenty-five percent (125%)of the principal and interest that became due arid payable in such Fiscal Year on Parity Obligations and (ii)one hundredpercent (100%)oftheprincipal andinterest that became dueandpayable insuch Fiscal Year for Parity Obligations and Subordinated Indebtedness (both such calculations setforth in such Certificate);provided,however,that if the Corporation is unable to deliver such an Officer’sCertificate,theCorporationcovenants to takeall actionspermittedby law or under the Pledge Agreement,including (A)petitioning the Legislature ofthe State forany amendment or amendments to the Act deemed appropriate by the Governing Body of the Corporation,(B) cooperating with the State Board of Administration in connectionwith any action to increase collections ofPledged Collateral and (C)retaining a Consultant within thirty (30)days to make recommendations to increase the Revenue Available for Debt Service in the following Fiscal Year to the levels requiredor.if in theopinionofthe Consultant theattainmentofsuch levels is impracticable,to the highestlevels attainable.Any Consultant so retained shallbe required to submit such recommendations within sixty (60)days afterbeing so retained.The Corporation agrees that it will,to the extent permitted by law,follow,or cause to be followed,the recommendations of any Consultant so retained.For purposes of the Officer’s Certificate described in this Section,there may be subtracted from the amount of the interest otherwise includable inthe amounts described in clauses (i)and (ii)above an amountequal to the sum of the interest on Parity Obligations paid during such FiscalYearfrom(Y)the Capitalized Interest Account in the Bond Fund and (Z)without duplication,investment income on and proceeds of Pre-Event Parity Obligations.The Officer's Certificate described in this Section705 may be providedjointlyby an AuthorizedOfficer ofthe Corporation and an Authorized Officerof the StateBoardofAdministration. other documentation deliveredby an Authorized Officer of the State Board ofAdministration) certifying that (i)the Debt ServiceCoverage Ratio,taking intoaccount the proposed additional Parity Obligations,is notless than 1.25 and (ii)in thecase ofPost-EventParityObligations,the product ofthe aggregate percentage rateof ail Emergency Assessments (A)currently levied by the Office of Insurance Regulation and (B)not currently levied by the Office of Insurance Regulation butwhich theState Board ofAdministrationhas authorized and directed the Officeof InsuranceRegulation toimpose,ineachcaseas ofthe dale of such Certificate,multiplied by the EmergencyAssessment Base for the most recent 12-mouth period for which such information is available,is not less than 100%of the Maximum Debt ServiceRequirement,for all ofthe Post Event ParityObligations,including tire proposed additional Post-Event Parity Obligations,that will be Outstanding immediately following the issuance of such proposed Post-Event Parity Obligations. Section 706.Filing ofAudited,Financial Slatet Information.TheCorporation covenantsthat it will: (c)For purposes of demonstrating compliance with the Incurrence Test set forth in subsection (a)or(b),dieCoiporation may (but is not required to)elect in theapplicable Supplemental Indenture to treat all ParityObligations authorized inaCredit Facility(including, forexampleandwithout limitation,aline ofcredit or aliquidity facilitysupporting acommercial paperprogram),but not immediatelyissued orincurredunder such CreditFacility,as subject to such Incurrence Test as of a single date,notwithstanding that none,or less than all,of the authorized principal amount of suchParity Obligations shall havebeen issuedor incurred as of such date. (d)Short-Term Indebtedness may be incurred under this Master Indebtedness asa ParityObligation only incompliance withthe Incurrence Test insubsection(a).Inaddition, the Coiporation may incur Short-Term Indebtedness as Subordinated Indebtedness under this MasterIndenture. (a)Within thirty(30)days after receipt of the audit report mentioned below but innoevent later than two hundred seventy(270)days after the end ofeach Fiscal Year,file with the Master Trustee and with each Owner or Holder who may have so requested of the Corporation in writing,a copy of die Audited Financial Statements as ofthe endof suchFiscal (b)The Corporationmay incur Parity Obligationsforthe purposeof refunding orreissuingany Outstanding Indebtedness if.prior to the incurrenceofsuchParityObligations, (i)either (A)theMaster Trusteereceives anOfficer'sCertificate of the Corporation(which may rely upon certificates or other documentationdelivered by an Authorized Officer of the State Board ofAdministration)stating that,taking into accountthe Parity Obligations proposed to be incurred,the ParityObligations to remain Outstanding after therefunding and the refunding of the Outstanding Indebtedness proposed to be refunded,the Maximum Debt Service Requirement will not be increased by more than five percent (5%),or (B)dieCorporationfiles or causes to befiled with the Master Trustee an Officer’s Certificate ofdie Corporation (which may rely upon certificates or other documentation delivered by an Authorized Officer of the State Board of Administration)certifying that die Debt Service Coverage Ratio,taking into account die Parity Obligations proposed to be incurred,rhe refunding of the Outstanding Indebtedness proposed tobe refundedanddieParityObligationsto remain Outstanding after the refunding,is not lessthan 1.25,(ii)in the case of Post-Event Parity Obligations,theproduct of theaggregatepercentage rate of allEmergencyAssessments (A)currentlylevied bytheOffice of Insurance Regulation and (B)not currently levied by the Office of Insurance Regulation but which the State Board of Administration has authorized and directed the Office of Insurance Regulation to impose,in each case as of the date of such Certificate,multiplied by the EmergencyAssessment Base for the most recent 12-month periodfor which such information is available,is not lessthan 100%of the MaximumDebt Service Requirement for all ofthePost Event Parity Obligations,including the proposed additional Post-Event Parity Obligations,that will be Outstanding immediately following the issuance of such proposed Post-Event Parity Obligations,and (in)the MasterTrustee receives a report by anationally-recognized verification agent verifying ihecomputations supporting the determinations in(i)and (ii)above. (f)Notwithstanding the foregoing provisions of this Section,nothing herein contained shall preclude the Corporation from entering into a Derivative Agreement either in connection with Indebtednessorotherwise. C-2-28 4 (e) Article VIII. DEFAULTS AND REMEDIES 50 51 C-2-28 i 2 Year accompanied by the,opinion ofan Auditor.Such Audited Financial Statements shall be preparedin accordance witli generallyaccepted accountingprinciples. 36 37 38 39 40 41 26 27 28 29 30 31 32 33 34 35 18 19 20 21 22 23 24 25 9 10 32 33 34 6 7 8 3 4 5 6 7 8 9 10 11 12 13 21 22 23 24 25 26 27 28 29 30 31 35 36 37 38 39 40 11 12 13 14 15 16 17 18 19 20 1 2 3 14 15 16 17 Section707.Annual Budget The Corporation covenants that on or before tire first (1st)day ofeachFiscal Yearthe GoverningBody will adopt abudget for such Fiscal Year.The Corporation shall promptly file copies of such animal budget with the State Board of \ Administration and die Master Trustee and with each Owner and Holder who may have so requested of the Corporation inwriting.To the extentpossible,the Corporationshall prepare its annualbudget so that it will bepossible to determine from such budget theCurrentExpenses of the Corporationand the amounts to be deposited tothecredit oftlievarious funds,accounts and subaccounts createdby this MasterIndenture. Section 708.State Covenant.The Corporation incorporates herein the State's covenant with (he Owners ofOutstanding BondsthattheState will not limitoralterthedenial ofauthority to file a petition inbankruptcy,or therightsvested in theFHCFor(lieCorporation to fulfill the. terms ofany agreements made with the Owners,or inany wayimpair the rights and remedies of such Owners solongasanysuch BondsoftheCorporation remain Outstanding unless adequate provision liasbeen made for the payment of such Bonds pursuant tothe documents authorizing theissuanceofsuch Bonds. Section802.Events ofDefault.Each ofthefollowingeventsis herebydeclaredan EventofDefault withrespecttoParity Obligations: for whichthe time for paymentshall not have been extended.The time for the payment of the interest on any Parity Obligation shall not be extended in resect of any Parity Obligation coveredbyaCreditFacilitywithouttheconsentoftheCredit Provider. Section 803.Acceleration of Maturities.Upon the happening and continuance for a period of not less than one hundred eighty (180)days of any Event of Default described in Section 802(a)or (b)hereof,then and in every case the Master Trustee may,and upon the written request of die Owners or Holders of not less than a.majority in aggregate principal amount of the Parity Obligations then Outstanding shall,by a notice in writing to die Corporation,declaredie principal ofall theParity Obligations thenOutstanding (ifnot then due (b)Within thirty (30)days after receiptof the audit report mentioned above but in no event later than two hundred seventy (270)days after the endof each fiscal reporting period,file with theMasterTrustee andwitheach Owneror Holder who may have so requested or on whose behalf the Master Trustee may have so requested,an Officer's Certificate of an Authorized!Officer offlic Corporation and a report of an Auditor stating,to the best knowledge of the signers,whether the Corporation is in default in the performance of any covenant contained in this Master Indenture and,if so,specifyingeach such default of which the signers may have knowledgeand whether each such defaulthas been collected.Ifany defaulthas not been remedied then such report of such independent certified public accountant or firm of independent certified public accountants shall identify what,if any,corrective action will be takento cure such default, (c)IfanEventofDefault shall haveoccurred and becontinuing,file with the Master Trustee such other financial statements and information concerning its operations and financial affairs as the Master Trustee may from time to time reasonably request,excluding specificallypersonnelrecords. (!)dieStateshall (i)amend,alter,repeal orfail iocomply with HieState Covenantas ineffect on thedatehereof,or (ii)enact amoratorium or othersimilarlaw affecting theBonds. (c)an event of ttefauitshall haveoccurredunder any SupplementalIndenture or rhe Master Trustee shall have received writtennotice from any Holder of an eventofdefault under any ParityDebtResolution; (a)theCorporation shall fail to makeany payment ofthe principal ofand the redemption premium,if any,onanyofthe Bonds oranyParity Debt when and asthe same shall bedue andpayable,cither at maturityorbyredemptionorotherwise; (d)the Corporation shall fail duly to perform,observe or comply with any covenant or agreement on its part under this MasterIndenture for a period of thirty (30)days after die date on which written notice ofsuch failure,requiring thesametobe remedied,shall have beengiven totheCorporationbytheMasterTrustee;provided,however,that ifsuch failure besuchthatitcannotbe correctedwithin thirty(30)days after the receipt of such notice,it shall notconstitutean Event of Default ifcorrective actionis institutedwithin such 30-day period and diligently pursued until theEvent ofDefaultis corrected; the Corporation shall fail to makeany required payment with respect to any Subordinated Indebtedness or other indebtedness (other than any Bond,Parity Debt or Subordinated Indebtedness),whether such indebtedness now existsorshall hereafter be created, and any period ofgracewith respect thereto shall haveexpired,oran event ofdefaultasdenned in any mortgage,indenture or instrument under which there may be issued,or by which there may besecured or evidenced,any indebtedness,whether such indebtedness now exists or shall hereafterbecreated,shalloccur,whicheventofdefault shall nothave beenwaivedby theholder ofsuch mortgage,indentureorinstrumentoratrustee actingon its behalf,and as aresultofsuch failure topay or other event of default such indebtedness shall have been accelerated and such acceleration,intlie opinion ofdieMaster Trustee,does or could materially adversely affect the Owners ofBonds and die Holders ofParity Debt;or Section 801.Extension ofInterest Payment.Ifthe timeforthe payment oftheinterest on any Parity Obligation is extended,whetherornot such extension is by orwiththe consent of the Corporation,such interest so extended shallnot beentitledin caseof defaulthereunderto the benefitorsecurityofthisMaster Indentureand in suchcasethe Owner ofthe Bondortlie Holder ofanyParity Debtforwhichthetimeforpayment ofinterest was extended shall beentitled only to the payment infull oftheprincipal of all Parity Obligations then Outstandingand of interest (h)die Corporation shall fail tomake any payment of the interest onany of theBondsoranyParfry Debtwhenandas the sameshallbe due andpayable; C-2-29 (iv) Enforcement of theprovisionsofthe-Hedge Agreement.(vi)5 (i) Suit upon all oranypart of theParity Obligations;38 (ii> 52 53 C-2-29 i 2 39 40 41 36 37 38 39 40 27 28 29 30 31 32 33 34 35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 36 37 16 17 18 19 20 21 22 23 24 6 7 8 9 10 11 12 13 14 15 25 26 3 (v) hereby;anti Enforcement of any other right of the Owners 24 25 26 27 28 29 30 31 32 33 34 35 and Holders conferred by law or Civil action toenjoinanyacts orthings,which maybe unlawfulor inviolationof therights ofthe Owners andHolders; Enforcement of the right of the Owners and Holders to collect and enforce the payment ofamountsdueorbecomingdueunder the Parity Obligations; Section 805.pro Rata Application ofFunds.Anything in this Master Indenture to the contrarynotwithstanding,ifat any time the money deposited with the Master Trusteepursuant to Section502 hereof or pursuant to any remedial action is not sufficienttopay the interestonor theprincipal ofthe ParityObligationsasthesame become due andpayable(eitherby their terms or by acceleration of maturities under die provisions of Section 803 hereof),such money, together with any money then available or thereafter becoming available for such purposes, whether tluoughthe exerciseofthe remedies providedfor inthis Article orotherwise,shall,after payment oftheaccruedandunpaid fees,costsandexpensesof theMasterTrustee,be applied as follows: and payable)to be due and payable immediately,and upon such declaration the same shall become and be immediately due and payable,anything containedin die Parity Obligations,this Master Indenture or any Parity Resolution to the contrary notwithstanding:provided,however, that if atany lime aftertheprincipal of theParity Obligations shall have beenso declared to be due and payable,and before the entry of final judgment or decree in any suit,action or proceeding instituted onaccountofsuch default,orbefore the completionof die enforcementof any other remedy under this Master Indenture,moneys shallhave accumulatedsufficienttopay the principal ofall matured Parity Obligations and all arrears of interest,if any,upon ail the ParityObligations then Outstanding(except the principal ofany Parity Obligations not thendue and payable by their terms and the interest accrued on such Parity Obligations since the last interestpaymentdate)andsufficienttosatisfy the sinking fund requirement,ifany,foranyTerm Parity Obligations then Outstanding,for the then current Fiscal Year,and the charges, compensation,expenses,disbursements,advances and liabilities of the Master Trustee and all other amounts (hen payable by the Corporation hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Master Trustee or any Bond Registrar and every otherdefaultknowntotheMasterTrusteein the observanceor performance ofanycovenant,condition,agreement or provision containedin (he Bonds,anyParityDebt,this Master IndentureoranyParityResolution (otherthan adefault inthepaymentoftheprincipalof such Parity Obligations then due and payable only because of a declaration under thisSection) shall have been remedied to the satisfaction ofthe MasterTrustee,then and in every suchcase tire MasterTrustee shall,by writtennotice totheCorporation,rescind and annul such declaration and its consequences,but no such rescission or annulment shall extend to Of affect any subsequentEventof Default or impairanyright consequent thereon. first:to the payment to the persons entitledthereto of all installments of intereston the Parity Obligationsorregularly scheduledpaymentstoaDerivative Agreement Counterparty with respect to Derivative Indebtedness then due and payable in the order In which such installments becamedue and payable and,if the amount available shall not be sufficient to pay in full any particular installment,then to the payment,ratably according to theamounts due on such installment,to the persons entitled thereto,without any discrimination or preference except as to anydifference in the respective rates ofinterest specified in such ParityObligations; Section 804.Remedies,(a)Upon rhe happening and continuance of any Event of Default,then and in every such case the Master Trustee may proceed,and upon the written requestoftheOwnersorHolders ofnotless thana majority inaggregate principal amount ofthe Parity Obligations then Outstanding shall proceed,subject to the provisions of Section 902 hereof,to protect and enforce its rights and the rights of the Owner’s or Holders of the Parity Obligations under applicable laws and under this Master Indenture by such suits,actions or special proceedings in equity or at law,or by proceedings in theoffice ofany board or officer liaving jurisdiction,either forthespecific performanceofanycovenant or agreement contained hereto orto aid or execution ofany power hereto granted or for the enforcement ofany proper legalor equitable remedy,asthe MasterTrustee,beingadvised bycounsel,chosenbytheMaster Trustee,sliall deem most effectual to protect and enforce such rights,includingbut not limited to: second:to the payment,to the persons entitled thereto of the unpaid principalofanyParityObligations that shall have become due andpayable (other than Parity Obligations deemed to have been paidpursuant to the provisions of Section 1201 hereof),in the order of theirdue dates,with interest on tire overdue principal at a rale equal totherare on suchParity Obligations,and,ifthe amount (a)iftheprincipal of allParityObligations shall nothave become orshall not have beendeclared due andpayable,all such moneyshallbe applied as follows; (b)Regardless ofthe happening ofanEventofDefault,the MasterTrustee,if requested to writing by die Owners or Holders of not less than a majority of the aggregate principal amountofthe ParityObligationsthenOutstanding,shall,subjecttoSection 902hereof, institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient (i)to prevent any impairmentofthe security hereunder by any acts which may be unlawful or in violation hereof,or (ii)to preserve or protect the interests of the Owners and Holders,providedthat such request and the action to betaken by the Master Trustee arenot in conflict with any applicable law ortheprovisionshereof and,in the solejudgment ofthe Master Trustee,arc notunduly prejudicial to the interest ofthe Owners and Holders not making such request. (iii)Civil actiontorequire anyPerson holding moneys,documents or other property pledged to secure payment of amounts due or to become due on the Parity Obligations to account as ifitwerethe trusteeofanexpress trust fortheOwnersandHolders; C-2-30 54 55 C-2-30 1 2 3 4 5 6 7 8 17 18 19 20 21 22 23 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 7 8 9 10 11 12 13 14 15 16 17 18 19 9 10 11 12 13 14 15 16 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 1 2 3 4 5 6 Whenever money is to be applied by theMasterTrusteepursuantto the provisions ofthis Section:(a)such money shall be applied by the Master Trustee at such times and from time to lime as tlie Master Trustee fa its sole discretion shall determine,having due regard for (he amount of money available for such application and the likelihood of additional money becoming available for such application inthe future,(b)selling aside such money as provided herein in trust fortheproper purpose shall constitute proper application by the Master Trustee, and {c)the Master Trusteeshall incur no liability whatsoever to the Corporation,to any Owner orHolderorto any other Person forany delay in applying any such moneysolongastheMaster Trustee acts with reasonable diligence,having due regard for the circumstances,and ultimately applies the same in accordance with such provisions of this Master Indenture as may be applicable at the time of application by the Master Trustee.Whenever tine Master Trustee exercises such discretion in applyingsuch money,it shall fix the date (which shallbe an Interest PaymentDateunless theMasterTrusteeshall deem anotherdalemore suitable)uponwhich such application is to be made and upon suchdale intereston the amounts of principal to be paidon such date shall cease to accrue.The Master Trustee shall give such notice as it may deem appropriate of the fixing of any such dare and shall not be required to make payment to the Owner of any Bond or the Holder of any Parity Debt until such Bond or Parity Debt is surrenderedto theMaster Trusteeforappropriateendorsementorfor cancellationiffolly paid. available shall not be sufficient to pay in foil the principal of Parity Obligations due and payableon any particular date,then to the payment ratably according to flic amount of such principal due on such date,to the persons entitled thereto without anydiscrimination or preference;and Section808.Restrictions Upon Action-Except as provided in Section 813 hereof,no Owner or Holder shall have any right to institute any suit,action or proceeding in equity or at law on any Bond or Parity Debt orfor the execution of any trust hereunder or for any Other remedy hereunder unless such Owner or Holder previously shall (a)has given to the Master Trustee written noticeoftheEvent ofDefaulton accountofwhich suit,actionorpfoceeding is to be instituted,(b)has requested the MusterTrusteetotake action after the right to exercise such powers or right ofaction,as die case may be,shall have accrued,(c)has afforded the Master Trustee a reasonable opportunityeither toproceed to exercise thepowers hereinabove grantedor toinstitute suchaction,suitorproceedingsin its or theirname,and (d)has offered to the Master Trustee reasonablesecurity and satisfactory indemnity against the costs,expenses and liabilities to be incurred therein or thereby,and die Master Trustee shall have refused or neglected to comply with such request within a reasonable time.Such notification,request and offer of indemnity are hereby declared in every suchcase,ar the option of the Master Trustee,to be conditions precedent tothe execution ofthe powers andtrustsofthis Master Indenture or toany other remedy hereunder.Notwithstanding the foregoing provisions of(his Section and without complying therewith,the Owners or Holders of not less than a majority in aggregate principal amount of Parity Obligations then Outstanding may institute anysuch suit,action or proceeding in their own names for the benefitof allOwners or Holders.It is understoodand intended that, except as otherwise above provided,no oneor moreOwners or Holders shall have anyright in any maimerwhatsoeverby his or their actiontoaffect,disturb or prejudice the security of this Master Indenture or to enforce any right hereunder except in the manner provided,that all proceedings at law or in equity shall be instituted,had and maintained in the manner herein provided and forthebenefit ofall Owners andHolders and thatany individual rightsofactionor other rightgiven toone ormore of such OwnersorHolders by lawarerestricted by this Master Indenture totherights and remedies hereinprovided. Section806.Effect of Discontinuanceof Proceedings.Ifany proceeding taken bythe Master Trustee or Owners or Holders on account of any Event ofDefault is discontinued or abandoned for any reason,then and in every such case,the Corporation,the MasterTrusteeand theOwners andthe Holders shallbe restored to theirformerpositions and rights hereunder,and all rights,remedies,powers and duties of the Master Trustee shall continue as though no proceedingshad beentaken. Section807.Control of Proceedings.Anything in this Master Indenture todiecoutraiy notwithstanding,the Owners or Holders of a majority in aggregate principal amount of Parity Obligations atany time Outstandingsliall have the right,subjectto the provisions of Section902 hereof,by an instrument or concurrent instruments in writing executed and delivered to the Master Trustee,to direct the method and place of conducting all remedial proceedings to be taken bytheMaster Trustee hereunder,provided that such direction shallbein accordancewith law and the provisions ofthis MasterIndenture,and,in the solejudgment ofthe MasterTrustee, is not undulyprejudicial to theinterest ofany Owners orHolders notjoining insuch direction, and providedfurther,thatthe MasterTrustee shall have the right todecline to followany such direction if the Master Trustee in good faith shall determine that the proceeding so directed would involve it in personal liability,and provided further that nothing in this Section shall impairtherightofthe MasterTrustee in its discretiontotake any otheraction hereunder which,it maydeemproperand which is notinconsistentwith suchdirection by theOwnersorHolders. third:to die payment of the interest on and the principal of Parity Obligations,to the purchase and retirement of Parity Obligations,and to die redemption of Parity Obligations,all in accordance with the provisions of this Master Indenture and any Parity Resolution. (b)If theprincipal of all Parity Obligations shall have become or shall have beendeclared due and payable,all such moneyshall be applied to the payment ofprincipal and interestthen dueupon suchParity Obligations and regularlyscheduledpayments toaDerivative Agreement Counterparty with respectto DerivativeIndebtedness,withoutpreference or priority ofprincipal overinterestorof interestover principal,or ofany installmentofinterest over any other installment ofinterest,or ofany Bond or Parity Debt over any other Bond or Parity Debt, ratably,according to the amounts due respectively for principal and interest,to the persons entitledtheretowithoutanydiscrimination or privilege. (c)If the principal of all ParityObligations shall have been declareddue and payable and ifsuch declaration shall thereafter have been rescinded and annulled under the provisions of Section803 hereof,then,subject totheprovisionsof paragraph(b)of this Section in the event Ural the principal ofall Parity Obligations shall laterbecome due and payable or be declared due and payable,the money then remaining on deposit with the Master Trustee and thereafter accruing shall be applied in accordance with the provisions of paragraph (a)of this Section, C-2-31 Article J.X. THE MASTERTRUSTEE ANDTHE BONDREGISTRAR (a) atalltimes,regardless of whetheror notanysuch.EventofDefaultshall exist:39 (b) 56 57 C-2-31 1 2 the principal ofandinterest on eachBondandParity Debt to the Owner orHolder thereof al the time and placespecifiedin saidBond orParityDebt. 9 10 H 12 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 32 33 34 35 36 37 38 3 4 5 6 7 8 priorto anysuch EventofDefaulthereunder,andafter thecuring of anyEvent of Default thatmay haveoccurred: 19 20 21 22 23 24 25 26 27 28 29 30 31 39 40 41 13 14 15 16 17 18 32 33 34 35 36 37 38 1 2 3 4 5 6 7 8 Section 81 1,Delay Not a Waiver.No delayor omission by the Master Trustee orof anyOwner or Holder in tlic exercise ofany rightorpower accruingupon any defaultshall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein,and every power or remedy given by this Master Indenture to the Master Trusteeandto theOwners orHolders maybe exercised fromtime totimeand as often as maybe deemed expedient. 9 10 11 27 28 29 30 31Section812.Notice of Default-The MasterTrustee shallmail to (a)all Ownersat their addresses as they appear onthe registration books and (b)to all Holders who shallhave filed their nameswith theMaster Trustee forsuch purpose,written notice of the occurrenceof any Event of Default within ten (10)days after the Master Trustee has notice,pursuant to the provisions of Section 908 hereof,that any such Event of Default shall have occurred.The MasterTrustee shall not be subject to any liability to any Owner or Holder by reason of its failure tomailanysuchnotice. Section 810.No Remedy Exclusive.No remedyherein conferred upon or reserved to the Master Trusteeor to the Owners or Holders is intendedto beexclusive ofanyotherremedy orremedies hereinprovided,and eachand every such remedy shallbecumulative and shall be in additionto ever)'otlterremedygiven hereunder ornow or hereafterexistingat law or inequity. Section814.Remedies Subject toProvisions ofLaw.All rights,remedies andpowers provided by this Article maybe exercised only to the extent that the exercise thereof does not violate any applicable provision oflaw,and all theprovisions of this Article arc intended to be subjectto all applicablemandatory provisions oflaw which may becontrollingand tobe limited totheextent necessary sothat they will notrender this MasterIndentureortheprovisionshereof invalid orunenforceableunder the provisionsofanyapplicable law. Section809.Enforcement ofRights ofAction.AU rightsofaction (including the right to file proofofclaim)underthis MasterIndentureorunder any Bonds and any ParityDebt may be enforced bythe Master Trustee without lirepossession ofany Bonds and any Parity Debtor the production thereof in any proceedings relating thereto,and any such suit or proceedings instituted by the Mester Trustee shall be brought in its name as Master Trustee,without the necessity of joining as plaintiffs or defendants any Owners or Holders,and any recovery of judgment shall be for the equal benefit of the Owners or Holders,subject to the provisions of Section801 hereof. Noprovisionof this Master IndentureoranyParity Resolutionshallbeconstruedto relievethe MasterTrustee from liabilityfor itsownnegligentaction,itsownnegligentfailureto act,oritsown willfulmisconduct,exceptthat: Section813.Right to Enforce Payment ofParity Obligations Unimpaired.Nothing in this Articleshall affectorimpair tlie rightofany Owneror Holder to enforceth©payment ofthe principalofand interest on his Bonds orParity Debt or the obligationof the Corporation to pay The Master Trustee may,and uponwrittenrequest of the Owners or Holders of not less than a majority in principalamount ofthe ParityObligations thenOutstanding shall,waive any Eventof Default which in its opinion has been remediedbefore rheentry of finaljudgment or decree in any Suit,action or proceeding instituted by it under the provisions of this Master Indenture or beforethecompletion of the enforcement of any other remedies underthis Master Indenture;provided,however,that,except under (he circumstances set forth in Section 803 hereof fortherescission and annulmentofadeclarationofacceleration,a default inthe payment of theprincipal of,premium,ifany.or interest onanyBondorParity Debt,when thesame shall become due and payable by the terms thereofor upon call for redemption,maynot be waived without the written consentofthe Owners of all theBonds or the Holders of all the Parity Debt (with respect to which such payment default exists)al Hie time Outstanding;and provided further,however,that no such waiver shall extend toor affect any other existing or subsequent EventofDefaultorimpairany rights or remediesconsequent thereon. Section 901.Acceptance of Trusts.The Master Trustee by execution hereof accepts and agrees to fulfill thetrusts imposeduponit bythis MasterIndenture,but only upon the terms and conditions setforth in thisArticle andsubjectto the provisions of thisMaster Indenture,to allofwhich the Corporation,theMasterTrustee and the respectiveOwnersofthe Bondsandany Holders of Parity Debt agree.Prior to the occurrence ofany Event of Default and after the curing of all such Events ofDefaultthat may have occurred,the Master Trustee shall perform such dutiesand onlysuchduties oftheMaster Trusteeas are specifically set forth in this Master Indenture.Upon the occurrence andduringthe continuation ofanyEventofDefault,theMaster Trustee shall use (he same degree ofcare and skill in their exercise as a prudent person would exerciseoruse underthe circumstancesin the conduct ofsuch person’s own affairs. (i)the duties andobligations oftheMaster Trustee shall be determinedsolely by the express provisions of this Master Indenture,and die Master Trustee shall not be liable except for the performanceof such duties andobligations oftheMasterTrustee as are specificallysetforth in thisMaster Indenture,and no impliedcovenants orobligations shallbereadintothisMaster IndentureagainsttheMasterTrustee,and (ii)in the absence of bad faith on its part,the Master Trustee may conclusively rely,as tothe accuracy of the statements and the correctness oftheopinions expressed therein,upon any certificate or opinion furnished to ft conforming to the requirements ofthis Master Indenture,but inthe case ofany suchcertificate or opinion by which any provision hereof is specifically required to be furnished to (he Master Trustee,die Master Trustee shall be under a duty to examine die same to determine whetheror not itconforms totherequirementsofthisMasterIndenture;and C-2-32 (b) (c) 58 59 C-2-32 i 2 4 5 6 7 8 9 10 1 2 3 34 35 36 37 38 Section906.Monthly Statements from Mastin Trustee.It shall be the duly of the MasterTrustee,on or beforethe 10th day ofeachmonth,tofile with the Corporation astatement settingforth inrespect ofthe preceding calendar month: liteamount on deposit with itat theendof such month in each such fund, account orsubaccount, 31 32 33 34 35 36 37 38 39 40 41 42 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 11 12 13 31 .32 33 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 39 40 abrief descriptionof all obligations held by it as an investment ofmoney ineach such fund,account orsubaccount. no obligationfor failure to sec that (a)the amount withdrawnor transfened by it and the amount deposited with it on accountofeach fund,account or subaccount held by it undertheprovisionsof thisMaster Indenture, None of the provisions contained in this Master Indenture shall require the Master Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performanceofanyofitsdutiesor inthe exerciseofanyofits rightsorpowers. (i)the MasterTrustee shall not be liable for any errorof judgment made in good faith by a responsible officer or officers of the MasterTrustee unless it shall be proved that theMasterTrustee was negligent in ascertaining the pertinentfacts,and Section 902.Indemnification ofMasterTrustee as ConditionforRemedial Action.The Master Trustee shall be under no obligation to institute any suit or io take any remedial proceeding (including,but not limited to,die acceleration of the maturity date nf all Parity Obligations underthisMaster Indenture)underthis MasterIndentureor the Pledge Agreementor toenterany appearance-or in anyway defend in any suitin which itmaybe made defendant,or totake any steps intheexecution,ofany ofthetrustsherebycreatedorin the enforcementofany rights and powers under this Master Indenture or the Pledge Agreement,until it shall be indemnified to its satisfaction against any and all costs and expenses,outlays and counsel fees and other reasonable disbursements,and agaimst all liability.The Master Trustee nevertheless may begin suit,or appear in and defend,suit,or do anything else in its judgment proper to be done by it as such Master Trustee,without indemnity,andin such casetheCorporation,at the request of the Master Trustee,shall reimburse the Master Trustee as Current Expenses of the Corporationforallcosts,expenses,outlays and counsel fees and otherreasonabledisbursements properly incurred in connection therewith.If the Corporation shall fail to make such reimbursement,theMaster Trusteemayreimburse Itselffrom anymoney inits possessionunder tlic provisions of thisMaster Indenture and shall be entitled to a preference therefor over any Parity Obligations Outstanding. Section903.Limitations on Obligations and Responsibilities of Master Trustee.The Master Trustee shall be under no obligation to effect or maintain insurance or to renew any policies ofinsurance orto inquire asto thesufficiency ofanypoliciesofinsurance carried by the Corporation,on toreport,or make or file claimsor proofofloss for,any loss or damageinsured againstorthat mayoccur,ortokeep itselfinformedoradvisedas to the payment of any taxes or assessments,or to require any such payment to be made.Except as to the acceptance of the trusts underthis Master Indenture,the Master Trustee shallhave no responsibility in respect of the validity or sufficiency of this Master Indenture,or in respect of the validity of Bonds or Parity Debt or the due execution or issuance thereof.The Master Trustee shall be under no obligation to see that any duties herein imposed upon the Corporation,the Bond Registrar,any consultant,anyDepositaryotherthan aMasterTrusteeDepositary,oranyparty otherthan itself, orany covenants hereincontained on the partofanyparty otherthanitselfto beperformed,shall Section905.CompensationandIndemnificationofMasterTrustee andBond Registrar. Subject to theprovisions ofany contractbetween theCorporation and the Master Trustee or any Bond Registrar relating to Ihe compensation of the Master Trustee or such Bond Registrar,the Corporation shall pay to the Master Trustee and such Bond Registrar from Gross Receipts reasonable compensation for all services performed by them hereunder and also al!their reasonable expenses,charges and other disbursements and those of their attorneys,agents and employees incurred in and about the administration and the performance of their powers and duties hereunder and,to the extent permitted by law,shall indemnify and save the Master Trustee andtheBond Registrar harmless againstany liabilities that theymay incur in the proper exercise and performance oftheir powers and duties hereunder.If the Corporation shall fail to cause any payment required by this Section to be made,the Master Trustee or any Bond Registrar may make such payment fromany money in its possessionunder theprovisionsofthis Master Indenture and shall be entitled to a preference therefor over any Parity Obligations Outstanding.The Corporation covenants thatit shall promptly deposit orcause to be deposited to the credit ofdie respective fund,account or subaccount the amount withdrawn therefrom by the Master Trusteecomakeany suchpayment. (ii)the Master Trustee shall not be liable with respect to any action taken or omitted tobetaken by it ingood faithin accordance with the direction oftheOwners and Holders of not less titan twenty-five percent (25%)ora majority,asthis MasterIndenture shall require,in aggregate principal amount ofthe Parity Obligations then Outstanding relating to the time,method and place of conducting any proceeding for any remedy available to the Master Trustee,or exercising any power conferred upon the Master Trusteeunder this Master Indenture. be doneor performed,and theMaster Trustee shall be under anysuchduties or covenants aresodoneorperformed. Section904.MasterTrusteeNot LiableforFailure ofCorporationJoAct-The Master Trustee shall notbeliable orresponsible becauseofthe failure oftheCorporation or of any of its employeesor agents tomakeanycollectionsordepositsor to perform any act herein required of theC.orporalioii or becauseofdie lossofany money arising through the insolvencyOr the act or default or omission of any Depositaryother than the Master Trustee or a Depositary in which such money shall have been deposited bythe MasterTrustee under the provisions ofthis Master Indenture.TheMasterTrusteeshall not be responsiblefor Hie application ofanyoftheproceeds of Bonds or Parity Debt or any other money deposited with it and paid out,withdrawn or transferred hereunder if such application,payment,withdrawal or transfer shall bo made in accordance with theprovisions of this Master Indenture.Hie immunities and exemptions from liability of the Master Trustee hereunder shall extend to its directors,officers,employees and agents. C-2-33 anyother information that the Corporationmay reasonablyrequest.(e)4 8 60 61 C-2-33 9 io u 12 13 14 15 16 17 18 19 20 21 All records and files pertaining to Bonds in the custody of the Master Trustee not Otherwise restrictedor excluded from disclosure bythe termsofthis Master Indenture,including, without limitation,Section 1002 hereof,shall beopenat all reasonable timesto theinspection of die Corporationand itsagents and representatives. 38 39 40 41 15 16 17 18 19 20 1 2 3 Section912.Resignation and Removal of Master Trustee and Bond Registrar.Subject to Appointmentof Successor.No resignation or removal of the Master Trustee or any Bond Registrar and no appointment of a successor Master Trustee or successor Bond Registrar pursuant:to lliis Article shall become effective until the acceptance of appointment by the successor Master Trustee under Section 915 hereof or the successor Bond Registrar under Section 917hereof,as thecasemay be, 32 33 34 35 36 37 38 39 40 41 22 23 24 25 26 27 28 29 30 31 5 6 28 29 30 31 32 33 34 35 36 37 4 5 6 7 8 9 10 11 12 13 14 1 2 3 21 22 23 24 25 26 27 Section 909.MasterTrusteeNot Responsiblefor Recitals.The recitals,statementsand representations contained herein and in the Bonds shallbe taken and construed as made by and on the part ofthe Corporation and not by the Master Trustee,and the MasterTrustee assumes and shall beundernoresponsibilityforthe correctness ofthesame. Section 910.Master Trustee Protected in Relying on Certain Documents.The Master Trusteeshall be protected and shall incur no liability inactingorproceeding,orin not actingor not proceeding,in good faith,reasonably and in according with the-terms of this Master Indenture,upon any resolution,order,notice,request,consent,waiver,certificate,statement, affidavit,requisition,bond or other paper or document that it shall in good failh reasonably believe tobe genuine and to have been adopted or signed by the proper board or person or to havebeen prepared and furnished pursuantto anyof theprovisions of this Master Indenture,or upon the written opinion of any attorney,consultant or accountant believed by the Master Trustee tobe qualified in relation to the subjectmatter,and theMasterTrusteeshall beunderno duty tomake any investigation or inquiryas toanystatementscontained or mattersreferred to in The Master Trustee may also be removed at any time for acting or proceeding in violation of,or for failing to act or proceed in accordance with,any provisions ofthis Master Indenture with respect to the duties and obligations of the Master Trustee by any court of competentjurisdictionupondie applicationofthe Corporation or the Owners and Holdersofnot any such instrument.The Master Trustee shall noi be under any obligation to sec to lire recordingor filing of thisMaster Indenture or otherwiseto the giving to anyperson ofnotice of theprovisions hereof. Section 913.Resignation of Master Trustee.Subjectto the provisions of Section 912 hereof,the Master Trustee may resign and thereby become discharged from the trusts hereby created,by noticein writing givento theCorporation,and mailed,postage prepaid,at theMaster Trustee's expense,to each Owner and Holder,not less than sixty (60)days before such resignation is to take effect,but such resignation shall take effect immediately upon the appointment of a newMaster Trustee hereunder ifsuch new MasterTrusteeshall be appointed before thetime limitedby suchnotice and shall then acceptthe trusts hereof. Section 907.Master Trustee May Relv on Certificates.If at any time it shall be necessary or desirable for the Master Trustee to make any investigation respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such Master Trustee,and in any case in which this Master Indenture provides for permitting or taking any action,the Master Trustee mayrelyupon anycertificate required orpermitted tobe filed with it underthe provisions ofthisMaster indenture,and anysuch certificate shallbeevidence ofsuch fact or protect the Master Trustee in any action that it may or may not take or in respect of anything it may or may not do.in good faith,by reason of the supposed existence ofsuch fact. Except as otherwise provided in litis Master Indenture,any request,notice,certificate or other instrumentfrom the Corporation to the MasterTrustee shall be deemed to have been signed by the proper party or parties if signed by any Authorized Officer of the Corporation,and the MasterTrustee may accept and rely upona certificatesignedby any Authorized Officer of the Corporation asto any actiontakenbythe Corporation, Section 908.Notice of Default.Except upon the happening of any Event of Default specifiedin clauses (a),(b)and(c)ofSection,802hereof,theMaster Trusteeshall notbe obliged to takenotice or be deemed to have noticeof any Event ofDefault under this MasterIndenture unless specifically notified inwritingof suchEventofDefault by tire Corporation ortheOwners and Holders ofnot less thantwenty-five percent(25%)in aggregate principal amount of Parity Obligationsthen Outstanding. Section911.MasterTrusteeMayPayTaxesandAssessments.In case the Corporation shall failto pay or cause tobe paid any lawful tax,assessment orgovernmentalchargeorother charge upon any part of (lie Corporation to the extent,if any,that the Corporation may be deemed by the Master Trustee liable for same,the Master Trustee may pay from sources provided under this Master Indenture such tax,assessment or governmental charge,without prejudice,however,to any rights of the Master Trustee or the Owners or Holders arising in consequence ofsuch failure;and any amount at any time so paid under tliis Section shall be repaid upon demand by theMaster Trustee by the Corporation from Gross Receipts,but the Master Trusteeshall be undernoobligationto makeany such payment from sourcesprovided in this Master Indenture unless it shall have available or be provided with adequate funds for the purpose ofsuchpayment. Section 914,Removal of Master Trustee.The Master Trustee may be removed at any time by an instrument or concurrent instruments in writing,(i)executed by the Owners and Holders of not less than a majority in aggregate principal amount of Parity Obligations then Outstanding and filed wi(h the Corporation,or(ii)so Jong as no Event of Default shall have occurred and be continuing,a resolution adoptedor an instrumentexecuted by the Corporation, not less than sixty (60)days before such removal is to take effect as staled in said resolution, instrument or instruments.A photographic copy of any resolution,instrument or instruments filed with the Corporationundertheprovisions ofthis paragraph,duly certifiedby theSecretary ofthe Corporation as having been received by the Corporation,shall be delivered promptly by theCorporationtotheMasterTrustee. (d)the amount applied to the payment,purchase or redemption of Bonds under the provisions ofArticle V of this Master Indenture and a description of the Bonds or portions thereofsopaid,purchasedorredeemed,and C-2-34 62 63 C-2-34 i 2 20 21 22 23 24 25 35 36 37 38 39 40 41 42 43 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 30 31 32 33 34 26 27 28 29 30 31 32 33 34 35 36 37 38 39 -IO 41 42 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 21 22 23 24 25 26 27 28 29 less than twenty-five percent (25%)in aggregate principal amount of Parity Obligations then Outstanding. Section 917.Removal and Resignation ofBond Registrar'.A Bond Registrar may be removed at anytime,with or without cause,by the Corporation,upon thirty (30)days’written notice by the Corporation to such Bond Registrar.A copy of such written notice shall be delivered promptly by the Corporation to the Master Trustee.Upon receipt of such notice the Master Trustee shall cause noticeof suchremovalto be mailed,postageprepaid,to the Owners not less than sixty(60)days before such removal is totake effect. Atany time within one year afterany such vacancy shall have occurred,theOwners and Holdersofnot less titantwenty-five percent (25%)inprincipal amount of ParityObligationsthen Outstanding,by an instrument orconcurrent instruments in writing,executed by such Owners and Holders and filedwiththe Corporation,maynominate a successor MasterTrustee,whichthe Corporation shallappoint and whichshallsupersedeanyMasterTrustee theretofore appointedby rhe Corporation.Photographic copies,duly certified by the Secretary of the Corporation as having been receivedbythe Corporation,ofeach such instrument shallbe deliveredpromptly by the Secretary of the Corporationtodie predecessorMaster Trustee and to the MasterTrusteeso appointedbytheOwners and the Holders. A Bond Registrar mayresign andthereby become dischargedfromtheduties,obligations andresponsibilitiesofBondRegistrar underthis Master Indenture,by writtennotice deliveredto the Corporation and the MasterTrustee.Upon receipt ofsuch notice the Master Trustee shall causenoticeof such resignationtobe mailed,postageprepaid,atsuchBondRegistrar’sexpense, to the Owners not less than sixty (60)days before such resignation is to take effect,but such resignation shall take effect immediately upon the appointment of a new Bond Registrar hereunder if such new Bond Registrar shallbe appointed before the time limited bysuch notice and shall then accept the duties,obligations and responsibilities of Bond Registrar under this Master Indenture.If at any time thereafter a Bond Registrar shall resign,be removed,be dissolved or otherwise becomeincapable ofacting,orthe entityacting asBond Registrarshallbe taken over by any governmental official,agency,department or board,the position of Bond Registrar shall thereupon becomevacant.Ifthe position of Bond Registrarshall becomevacant for anyreason,the Corporationshall appoint a Bond Registrar to fill such vacancy.A successor BondRegistrarshall notbe required ifaBond Registrarshall sell orassignsubstantially allofits business andthe vendee or assignee shallbe qualifiedin the sole judgment ofthe Corporation to carry out the duties,obligations and responsibilities of Bond Registrar under this Master Indenture.TheCorporation shall promptlydeliver written notice ofany sudi appointment by it tothe MasterTrustee and mailsuch notice,postageprepaid,toallOwners. Section916.Vesting of Duties in Successor MasterTrustee.Every successor Master Trusteeappointedhereunder shall execute,acknowledge and deliverto its predecessor,and also to the Corporation and the State Board of Administration,an instrument in writing accepting such appointment under this Master Indenture and the Pledge Agreement,and thereupon such successor MasterTrustee,without any further act,shall become fully vested with all therights, immunities and powers,and subject toall the duties and obligations,of its predecessor;butsuch predecessor shall nevertheless,on tile written request of its successor or ofthe Corporationand upon payment of tire expenses,charges and oilier disbursements of such predecessor that arc payable pursuant to the provisions ofSection 905 hereof,execute and deliver an instrument transferring to such successor Master Trustee all the rights,immunities and powers of such predecessor under this Master Indenture and (be Pledge Agreement;and every predecessor MasterTrustee shall deliver all property and money held by it under this Master Indenture and thePledgeAgreement to its successor.Shouldany instrument inwriting fromthe Corporationor the State Boardof Administration he required by any successorMaster Trustee for more fully and certainlyvesting in such MasterTrustee therights,immunities,powers andtrusts vested or intended to be vested by this Master Indenture and the Pledge Agreement inthe predecessor Master Trustee,any such instrument in writing shall and will,on request,be executed, acknowledged and deliveredbythe Corporation or theState Board ofAdministration,asthe case maybe. Any successor Master Trustee hereafter appointed (i)shall be a bank or trust company within the State which is duly authorized to exercise corporate trust powers and subject to examination by federal or State authority,(ii)shall be of good standing and (iii)shall have a combined capital,smplus and undividedprofits aggregating not less thanOne Hundred Million Dollars (3100,000,000)(or whose obligations hereunder are guaranteed by a bank,banking association or trust company duly authorized to exercisecorporate trust powers and subject to examination by federal or state authority,of good standing,and having at the time of the appointment ofsuchMasterTrustee,a combinedcapital,surplus and undividedprofitsofat least such amount). Ifno appointmentofasuccessor Master Trustee shallbe made pursuant!to theforegoing provisions ofthisSection,any Owneror Holderor anyretiring MasterTrusteemayapply to any court of competent jurisdiction to appoint a successor Master Trustee.Such court may thereupon,after such notice,if any,as such court may deem proper and prescribe,appoint a successorMasterTrustee. Section 915.Appointment of Successor Master Trustee.If at any lime hereafter the Master Trustee shallresign,be removed,be dissolved or otherwisebecome incapableofacting, orthe bank or trustcompany actingasMaster Trusteeshall betakenover by anygovernmental official,agency,department or board,the position of Master Trustee shall thereupon become vacant.Ifthe position ofMaster Trustee shall become vacant for any reason,(he Corporation shall appoint a Master Trustee to fill such vacancy.A successor MasterTrustee shall not be requiredifthe MasterTrustee shall sell or assign substantially all ofits corporatetrust business and the vendee orassigneeshall continue in the corporate trust business,or if a transfer of the corporate trust departmentof the MasterTrustee is required by operation oflaw,providedthat such vendee,assignee or transferee (i)is a bank or trust company within or without the State which is duly authorized toexercisecorporate trust powers andsubject toexaminationby federal or Slate authority,(ii)has good standing,and (iii)has a combined capital,surplus andundivided profits aggregating not less than One Hundred Million Dollars ($100,000,000)(or whose obligations hereunder are guaranteed by a bank,banking association or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority,ofgoodstanding,and having at thetimeoftheappointment of suchMasterTrustee,a combinedcapital,surplus and undivided profits of atleast suchamount).TheCorporationshall mail noticeofanysuchappointment madebyit,postageprepaid,to all Ownersand Holders. C-2-35 ArticleX. 0) Article XI. SUPPLEMENTS AND AMENDMENTS 64 65 C-2-35 35 36 37 38 39 40 24 25 26 27 28 29 30 31 32 33 34 1 2 3 4 5 Nothingcontainedin thisArticleshallbe construedas limitingtheMasterTrustee tosuch proof,it being intended that the Master Trustee may accept any other evidence of the matters herein statedwhichit may deem sufficient.Any requestorconsentofanyOwnerorHoldershall bindever}-futureOwneror Holder ofthe same BondorParity Debt inrespectofanything done by theMasterTrusteeinpursuanceofsuchrequest orconsent. EXECUTION OF INSTRUMENTS BY OWNERS AND HOLDERS, PROOFOFOWNERSHIPOF BONDS OR PARITYDEBT,AND DETERMINATIONOF CONCURRENCEOFOWNERS AND HOLDERS 7 8 9 10 11 5 6 afford such applicants accessto the information preserved at the time by theMasterTrusteein accordance with paragraph (a)ofthisSection,or 15 16 17 18 19 20 21 22 23 6 7 8 9 10 11 12 13 14 38 39 40 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1 2 3 4 Section 1101.Supplemental Indentures Without Consent.The Corporation and the MasterTrustee may,from time totimeand atanytime,without theconsentofor noticeto any of the Owners or Holders,execute and deliver Supplemental Indentures hereto (which Section 1002.Preservation of Information;C-ommunications.(a)The Master Trustee shall preserve,in as current a form as is reasonably practicable,the names and addresses of Owners receivedby the Master TrusteefromtheBondRegistrar. Section 1003.Credit Provider as Owner or Holder.Notwithstanding any provision of this Master Indenture to the contrary,aParity Resolution may provide that a Credit Provider providing credit enhancement or substitution for die payment of principal and interest with respect totheBondsofa SeriesorParityDebtshallbedeemedtobe the Ownerof such Bonds or Holder of such Parity Debt,for all purposes of this Master Indenttire,including,without limitation,Article VEIL and Article XI,and the Pledge Agreement,in the proportion that (lie aggregate principal amountofBonds ofsuchSeries or ofsuch Parity Debt thenOutstandingfor which such Credit Provider is providing credit enhancement or substitution bears to the aggregate principal amountof all Parity Obligations then Outstanding,to theexclusion and in 1ieu ofthe Owners of such Bonds or Holders ofsuch Parity Debt. (c)EveryOwner,byreceiving and holdingone or more Bonds,agrees with theCorporation andtheMasterTrustee that neither the Corporation northe Master Trusteeshall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Owners in accordance with paragraph (b)of this Section,regardless of the source from which such information was derived,and that the Master Trusteeshall not be held accountableby reason ofmailingany materialpursuant to arequestmadeundersuch paragraph, their rights underthis MasterIndentureorundertheBonds and such application is accompanied by a copy of the form of communication which such applicants propose to transmit,then the Master Trustee shall,within five (5)Business Days after receipt of such application,at its election,either (b)The ownership of Bonds shall be proved by the registrationbooks kept under the provisions of Section 205 hereof.The ownership or holding of Parity Debt shall be provedas providedin therelatedParity DebtResolution, Notwithstanding any ofthe foregoingprovisions of thisSection,theMasterTrustee shall not be required to recognize any person as an Owner or Holder or to take any action at.an Owner'sorHolder'srequestunless suchBonds or Parity Debtshall bedeposited withit (b)Ifan Owner which is aSecurities Depository Nominee orthe Owners of not less than ten percent (10%)in aggregate principal amount ofBonds then Outstanding which are not Securities Depository Nominees (hereinafter collectively referred to as “applicants”) apply in writingtotheMaster Trustee and furnishreasonable proofthateachsuch applicant has owned a Bond fora period of at leastsix months precedingthedate ofsuch application,and such application states that the applicants desire tocommunicate with other Owners with respect to (a)The fact and date ofthe executionby anypersonof any such instrument may beproved by the verification,by anyofficer inanyjurisdiction who by the laws thereofhas power to take affidavits within such jurisdictions,to the effect that,such instrument was subscribed and sworn to beforehim orby an affidavitof a witness to such execution.Where such execution is on behalf of a person other than an individual,such verification or affidavit shallalsoconstitutesufficient proofoftheauthority of the signerthereof. Section 1001.Execution of Instrtimenls.Any request,direction,consent or other instrument inwritingrequired or permitted by this MasterIndenture to be signed orexecuted by any Owners or Holders may be in any number of concurrent instruments of similar tenor and may be signedorexecuted by such Owners orHoldersor theirattorneys or legal representatives or legalrepresentative ofhis estate iftheOwneror Holder is deceased.Proofof theexecution of any such instrument and of the ownership of Parity Obligations shall be sufficient for any purpose of this Master Indenture and shall be conclusive in favor of theMaster Trustee and the Corporation with regard to any action taken by either under such instrument if made in the followingmanner (ii)inform such applicants as to the approximate number ofOwners whose names and addresses appear in the information preserved at the time by the Master Trustee in accordance with paragraph (a)of this Section,and as to the approximatecost of mailing io such Owners the form of communication,if any,specified in such application. If the Master Trustee shall elect not toafford such applicants access to such information, the Master Trustee shall,uponlirewritten request of such applicants,mail to each Owner whose name and address appears in tile information preserved at the time by the Master Trustee in accordance with paragraph (a)of this Section a copyof the form of communication which is specified insuch request,withreasonable promptness after atendertothe MasterTrusteeof the material to be mailedand of payment,orprovision for die payment,of thereasonable expenses ofmailing. C-2-36 1 Supplemental Indentures shall thereafter form a part hereof)as shall besubstantially consistent T it.nnrl nmin«!Atic rtfttiiv IrwtpnSiirp’rith the termsand provisions ofthis MasterIndenture:2 toprovidefortheissuance of Bonds in bearer form*or(023 toprovide fortheissuance ofBonds undera book-entry system,or24<g) (h) 66 67 C-2-36 1 2 13 14 15 16 17 Master Indenture,or to modify,alter,amend,add to or rescind,in any particular,any of the termsorprovisions containedin this Master Indenture,or 41 42 43 37 38 10 11 12 18 19 20 21 22 25 26 27 28 29 30 31 32 33 34 35 36 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 3 4 5 6 (b)to grant or to confer upon the Master Trustee,for the benefit of the Owners or Holders,any additional rights,remedies,powers,authority or security that rnay lawfullybegranted to orconferred upon the Owners,theHoldersor the MasterTrustee,or (d)to add to the covenants and agreements of the Corporation in this Master Indenture othercovenants and agreements thereafter to be observed by the Corporation orto surrenderanyright or powerherein reservedto or conferreduponthe Corporation,or Section 1102.Supplemental Indentures With Consent Subject to the terms and provisions contained inthis Section,and nototherwise,the Owners andHolders ofnot less than amajority in aggregate principal amount ofthe Parity Obligations then Outstanding shallhave the right,from time to time,anything contained in.this Master Indenture to the contrary notwithstanding,to consent to and approve the execution and delivery of such Supplemental Indentures as are deemed necessary or desirable by the Corporation fbr the purpose of modifying,altering,amending,adding to or rescinding,in any particular,any of die terms or provisions contained in this MasterIndenture or inanySupplemental Indenture hereto;provided, however,that nothing herein contained shall permit,or be construed as permitting (a)an extensionof the maturity ofthe principal ofor (he interest on any Bond or Parity Debtwithout theconsent of the Owner ofsuch Bond or the HolderofsuchParity Debt,(b)areductionin the principal amount ofany Bond or Parity Debtor die redemption premium ortherateof interest thereon withoutthe consent oftheOwnerofsuchBondor the Holder ofsuchParity Debt,(c)the creation of a securityinterest in or a pledge ofNet Receipts otherthan the security interest and pledge created by this Master Indenture without the consent of the Owners of all Bonds Outstanding and the Holders of all Parity'Debt Outstanding,(d)a preference or priority ofany Bond or ParityDebt over any other BondorParity Debtwithout die consent ofthe Owners ofall Bonds Outstanding and the Holders of all Parity Debt Outstanding or (e)a reduction in die aggregate principal amount ofthe Parity Obligations required for consent tosuch Supplemental Indenture without the consent of the Owners of all Bonds Outstanding and the Holders of all Parity Debt Outstanding.Nothing herein contained,however,shall be construed as making necessary the approval by Owners or Holders oftheexecutionand delivery ofany Supplemental Indentureasauthorized in Section 1101 hereof. Ifat any time the Corporation and die MasterTrusteedetermine that it is necessary or desirable to execute and deliver atty Supplemental Indenture for any of the purposes of this Section,the Master Trustee shall cause notice of theproposed execution of the Supplemental Indenture to be mailed,postage prepaid,toall Owners at their addresses as they appearon the registration books andto allHolders in accordance withtherelated ParityDebtResolution.Such notice shall brieflysetforth the nature of the proposedSupplemental Indenture and shall stale that copies thereof are on file at the designated corporate trust officeof the Master Trustee for inspection by all Owners and Holders.TheMasterTrustee shallnot,however,besubjecttoany liability to any Owneror Holder by reason ofits failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such Supplemental Indenture when consented toand approvedas provided in this Section. tax status ofintereston anyTax-Exempt ParityObligations,provided thatsuch change shall not materially adverselyaffect the security forany Parity Obligations,or (k)tomake anyother change that,in the opinionoftheMasterTrustee,which may,but is not required to,rely upon one or more of affirmation of ratings by the Rating Agencies,certificates of Consultants and Opinions of Counsel fox such purpose,shall not materiallyadversely affect thesecurity fortheParityObligations. (i)to make any amendment,or modification to this Master Indenture (including any modification to the Incurrence Test)resulting from the elimination of any restriction on the use of Reimbursement Premiums under die Code to pay or to secure debt service on Tax-ExemptPartly Obligations to the extent the elimination ofsuch restriction is permitted by any administrative pronouncement of the Internal Revenue Service(including a private letterruling)addressed totheCorporation,the FHCF,orany successor ofeither,or tothe extent such elimination ofsuch use restriction is permitted (basedupon an Opinion of Counsel) bytheCode,or (a)tocure anyambiguity or formal defectoromissionherein,or anyconflict between (tie provisionshereofandofdiePledgeAgreementor ofany Parity Resolution delivered to the Master Trustee at the same time as the Corporation delivers this Master Indenture,to correct or supplement any provision herein that may be inconsistent with any oilierprovision 7 herein,to make any other provisions with respect to matters or questions arising under this 9 (j)to enable the Corporation to comply with its obligations,covenants and agreements made inSection 604 or in anyParity Resolutionfor Lhe purpose ofmaintaining the Whenever,at any time within three years afterthe dateof the mailing ofsuch notice,the Corporation delivers to the MasterTrustee an instrument or instruments in writing purporting to be executed by theOwners er Holders ofnot lessthana majority in aggregateprincipalamount (e)to permitthe qualificationofthisMasterIndenture underany federal statutenow or hereafterin effector underanystateBlueSky law,and.in connection therewith, if theCorporation sodetermines,toadd to this MasterIndentureoranySupplemental Indenture suchoilier terms,conditions andprovisions asmay bepemiuedorrequired by such federal statute orBlueSky law,or to obtain a Credit Facility,Reserve Alternative Instrument,a Derivative Agreement,or othercredit enhancement;provided,however,thatno Rating Agency shall reduce or withdraw its ratingon any oflheParity ObligationsthenOutstandingas aconsequenceof any suchprovisionofsuch Supplemental Indenture,or (c)to add to die provisions of this Master Indenture other conditions, limitations and restrictions thereafterto beobserved,or C-2-37 Article XII. DEFEASANCE Section 1201.ReleaseofMasterMannite.When:5 provision made for 68 69 C-2-37 2 3 4 ' 32 33 34 35 36 37 20 21 6 7 8 9 (c)._ payingal!otherobligationspayablehereunder by theCorporation; 8 9 10 11 12 13 14 15 1 2 3 4 5 6 7 10 11 12 13 14 15 16 17 18 19 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 If the Owners or Holders ofnot less than a majority in aggregate principal amount of Parity Obligations Outstanding at Hie timeof the execution and delivery ofsuch Supplemental Indenturehaveconsented to and approved theexecution anddelivery thereofashereinprovided, to the extent permitted by law.no Owner or Holder shall have any right to object to the execution and delivery of such Supplemental Indenture,to object to any of the terms and provisions containedtherein or the operationthereof,to question the propriety of the execution and delivery thereof,or to enjoin or restrain the Corporation and tire Master Trustee from executing anddeliveringthesameorfrom taking any actionpursuant totheprovisionsthereof. sufficient funds shall also have been provided or Section 1195.Responsibilities of the Master Trustee,The Master Trustee shall be entitled toreceive,and shall be fullyprotectedin relying upon,an opinion ofcounsel,whomay be [fond Counsel for the Corporation,as conclusive evidence that any proposed supplemental indenture does ordocs notcomply with theprovisionsofthis MasterTrust Indenture,and that it is or is not proper for it,under the provisions of this Article,to execute and deliver such supplemental indenture. Section 1104.Not a Supplemental Indenture.For purpose of this Article,a Supplemental Indenture or Parity Debt Resolution that relates only to a particular Series of Bonds issued hereunder orParity Debt incurred underaParityDebtResolutionand thatdocs hot purport to alteroramend the rightsorsecurity of anyOwners ofany Bonds ofany other Series issued hereunder or any Holderof any Parity Debt incurred under aParity Debt Resolution shall notbe deemed orconsideredtobea SupplementalIndenturefor purposesofthis Article. Section 1 103.Supplemental Indentures Part.of Master Indenture,Any Supplemental Indenture executed and delivered in accordance with the provisions of this Article shall thereafter formapart ofthisMasterIndenture,andthisMaster Indenture shallbe andbe deemed to bemodified and amendedinaccordancetherewith.Thereaftertherespective rights,duties and obligations under the Master Indenture of the Corporation,the Master Trustee,any Bond Registrar and all Owners of Bonds and Holders of ParityDebtthenOutstandingshall thereafter be determined,exercised and enforced in all respects under the provisions of this Master Indenture as so modified and amended.If any Supplemental Indenture is executed and delivered.Bonds issued thereafter and Parity Debt incurred thereafter may contain an express reference to suchSupplementalIndenture,ifdeemed necessaryordesirable by the Corporation. of Parity Obligations then Outstanding,which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice and shall specificallyconsent to and approvetheexecution and deliverythereofin substantially the form of the copy thereofreferred to in such notice,thereupon,but not otherwise,the Corporation and the Master Trustee may execute and deliver such Supplemental Indenture in substantially such form,withoutliability or responsibility to any Owner or Holder whether or not such Owner or Holder shall have consented thereto. then and in thatcasethe right,titleand interest oftheMaster Trusteein the funds,accounts and subaccounts mentioned in this Master Indenture shall thereupon cease,determine and become void and,uponbeingfurnished withan opinion,informandsubstance satisfactoryto the Master Trustee,ofcounsel approved bytheMasterTrustee,to the effect that all conditionsprecedent to the release of this Master Indenture have been satisfied,the Master Trustee shall release this Master Indenture and shall execute suchdocuments tc evidence such release asmaybe required by such counsel and shall turnoverto the Corporationanysurplus in,andallbalancesremaining in,all funds,accounts and subaccounts other thanmoneyheld forthe redemptionor payment of ParityObligations;otherwise,this Master Indenture shall be,continue and remain in full force andeffect;provided,however,that in theevent Defeasance Obligations shallbe deposited with andheldby the Master Trustee ortheBondRegistrar as hereinabove provided,(i)in additionto therequirementsset forth inArticleIII ofthis MasterIndenture,theMaster Trustee,within thirty (30)(toys after such Defeasance Obligations shall have been deposited with it,shall cause a noticesignedbytheMasterTrustee tobe mailed,postage prepaid,to all Owners ofBonds and to all Holders of Parity Debt,setting forth (a)the date or dates,if any,designated for the redemptionof the Parity Obligations,(b)a description ofthe DefeasanceObligations so heldby it.and (c)that thisMaster Indenture has been released in accordancewiththe provisions ofthis Section,and (ii>(a)the Master Trustee shall nevertheless retain such rights,powers and privileges under this Master Indenture as may be necessary and convenient in respectof the Bonds and anyParityDebt forthepaymentoftheprincipal,interest and anypremiumforwhich (a>the Bonds and any Parity Debt shall have become due and payable in accordance with their terms or otherwise as provided in this Master Indenture,and the whole amountofthe principal and theinterest and premium,if any,so due andpayable upon all Parity Obligationsshallbe paid.Or (b)ifthe Bonds arid any Parity Debt shallnot have become due and payable in accordance with their terms,the Master Trusteeorthe Bond Registrar shall hold sufficient money orDefeasance Obligations,or a combination ofmoney and Defeasance Obligations,the principal ofand the interest on which,when due and payable,willprovide sufficient money to pay the principal ofand the interest and redemption premium,ifany,cn all ParityObligations thenOutstanding to the maturity date or datesof such Parity Obligations or to the dateordates specifiedforthe redemptionthereof,as verified by a nationallyrecognizedindependent certified public accountant,and,if Bonds or anyParity Debt are to be called for redemption,irrevocable instructions to call the Bonds or Parity Debt for redemption shall have been given by the Corporationtothe Master Trustee,and C-2-38 As EOtheMasterTnistee-(b)1 Article XHL MISCELLANEOUS PROVISIONS As Eo the Corporation--<a)34 70 71 C-2-38 13 14 15 16 17 18 19 20 30 31 32 33 7 8 9 All money and Defeasance Obligations held by the Master Trustee (or any Bond Registrar)pursuant tothis Sectionshallbe held in trustandappliedto the payment,when due.of theobligations payabletherewith. 13 14 15 16 17 2 3 4 5 All documents received by the Master Trustee under the provisions of this Master Indenture,or photographic copies thereof,shall be retained in its possession until this Master Indentureshall bereleased under theprovisions ofSection 1201 hereof,subjectat all reasonable times to the inspection of the Corporation,any Owner,any Holder and the agents and representativesthereof. WeilsFargoBank,N.A. 7077 Bonneval Road,Suite400 Jacksonville,FL 32216 Attention:Corporate Trust Department 10 11 12 35 36 37 38 39 40 41 2 3 4 5 6 Section 1303,Manner.ofGiving Notice.All notices,demands and requests to be given to ormadehereunderby the Corporation or theMasterTrustee shall be givenormade in writing and shall bedeemed to be properly givenor made If sent byUnited States certified or registered mail,returnreceiptrequested postageprepaid,addressed as follows: 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 10 11 12 6 7 8 9 21 22 23 24 25 26 27 28 29 18 19 20 21 22 23 24 Section 1305.Effect of Partial Invalidity.In case any one or more ofthe provisions of this MasterIndenture ortheBonds orany ParityDebt shallforanyreason beheld to be illegal or invalid,such illegality or invalidityshall not affect anyother provisions ofthisMaster Indenture or the Bonds or any Parity Debt,but this Master Indenture and the Parity Obligations shall be construedand enforced as ifsuchillegalorinvalidprovisions hadnot beencontained therein.In case any covenant,stipulation,obligation or agreement contained in the Parity Obligations or thisMaster Indenture shall for any reason beheld to be in violationoflaw,then such covenant, Section 1 305.Parties,Bond Registrar,Owners and Holders Alone Have Rights Under Master Indenture.Except as herein otherwise expressly provided,nothing in this Master Indenture,express or implied,is intendedor shall be construed to confer uponany person,firm orcorporation,other than the Master Trustee,any Bond Registrar,theCorporation,the Owners and the Holders anyright,remedy or claim,legal or equitable,underorby reasonof this Master Indenture or any provision thereof,thisMaster Indenture and all itsprovisions ail beingintended to be and being forthe sole and exclusive benefit of the Master Trustee,the Corporation,any Bond Registrar,theOwners and the Holders. Any ofsuch addresses may be changed at any time upon written notice ofsuch change sent by United States certified or registered mail,postage prepaid,to the other parties by the partyeffecting the change. Any such notice,demand or request may also betransmitted to the appropriate above mentioned party by telephone or electronic transmission and shall be deemed to be properly given or made at thetime ofsuch transmission if.and only if,such transmission ofnotice shall beconfirmed inwriting and sent as specifiedabove, Florida HurricaneCatastropheFund FinanceCorporation cA>State Board ofAdministrationcfthe StateofFlorida 1801 HennitageBoulevard Tallahassee,Florida 32308 Attention:President Section1301.Successorship ofCorporation.In the event the Corporationforanyreason shall be dissolved or its legal existence shall otherwise be terminated,ail of the covenants, stipulations,obligations and agreementscontained in this MasterIndenture by oron behalfofor for thebenefit ofthe Corporation shallbindor inure to the benefitofthe successororsuccessors of the Corporation from time to time and any officer,board,commission,authority,agency or instrumentality io whom or to which any power or duty affecting such covenants,stipulations, obligations and agreements shall be transferred by or in accordance with law,and the term “Corporation"asusedinthis Master Indentureshall includesuch successororsuccessors. Section 1302.Successorship of Depositary and Bond Registrar,Any bank or trust company with or into which a Depositary or Bond Registrar maybe merged or consolidated,or to which the assets and business of such Depositary or Bond Registrar may be sold,shall be deemed the successor of such Depositary or Bond Registrar for the purposes of this Master Indenture.If theposition ofany Depositary shall becomevacant for anyreason orthe position ofBond Registrarshall become vacant for any reason not provided for by Section 917 hereof, theCorporationshall appointa bankortrustcompanyto fill such vacancy within thirty (30)days thereafter;provided,however,that if the Corporation shall fail to appoint such Depositary or Bond Registrarwithinsuchperiod,the MasterTrusteeshall make such appointment. Section 1304.Substitute Mailing.If.becauseofthe temporary orpermanentsuspension of postal service,the Corporation or the Master Trustee shall be unable to mail any notice required tobe given by the provisions of this Master Indenture,the Corporation or the Master Trustee shall give notice in such other manner as in the judgment of die Corporation or the Master Trustee shall most effectively approximate mailing,and the giving of notice in such manner shall for all purposes of this Master Indenturebe deemed to be in compliance with the requirementforthe mailing thereof. I suchDefeasance Obligations have been deposited and (b)the BondRegistrar shall retain such rights,powers and privileges under this Master Indenture as maybe necessary and convenient for the registration,transfer and exchange of Bonds;and provided,further,however,that failure to mail suchnotice to any Owner or tothe Owners,orto anysuch Holderorto suchHolders,or any defectin such noticeso mailed,shall not affectthe validityofthe proceedingsfortherelease of this MasterIndenture. C-2-39 72 73 C-2-39 i 2 37 38 39 40 26 27 28 29 30 31 32 33 34 35 36 1 2 3 4 5 6 7 8 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 stipulation,obligationoragreementshall bedeemedto bethecovenant,stipulation,obligation or agrecment oftheCorporation to thefull extentpermittedbylaw. Section 1310.Headings.Any headingprecedingthe text of the several articles hereof, any table of contents or marginal notes appended to copies hereof,shall be solely fbr convenienceof reference and shall notconstitute a part ofthis MasterIndenture,nor shall they affect itsmeaning,constructionor effect. Section 1311.Further Authority.The officers,attorneys and other agents oremployees ofdieCorporationare herebyauthorizedto doall acts and thingsrequiredofthem bythis Master Indenture for the foil,punctual and complete performance of all of the terms,covenants and agreementscontainedin the Parity Obligations andthisMaster Indenture. Section 1312.Payments Dueon Non-Business Days.Exceptasotherwiseprovided in a ParityResolution,ifthe date for making anypaymentorthe last day for performanceof any act or the exercising of any right as provided in this Master Indenture is not a Business Day,such payment may be made or act performed or iiglit exercised on the next Business Day with the same forceandeffectas if doneonthe dateprovided inthisMaster Indenture. Section 1307-Effect of Covenants;Governing Law.All covenants,stipulations, obligations and agreements of the Corporation contained in this Master Indenture shall be deemedto becovenants,stipulations,obligations andagreements of CheCorporationto the full extent permitted by the Constitutionand laws oftheSlate.This Master Indenture is executed anddeliveredwiththe intentthat the lawsofthe State shallgovern this construction. Section 1309.Dealing in Parity Obligations.The Master Trustee and any Bond Registrar,and their directors,officers,employees or agents,and any officer,employee oragent of theCorporation,mayingoodfaith,buy,sell,own,holdanddeal inanyParity Obligationsand mayjoin in any action which anyOwneror Holdermay beentitledto take with like effect as if suchMasterTrustee were not a MasterTrustee and such bank ortrust companywerenot aBond Registrarunder tins MasterIndentureoras ifsuchofficer,employee or agent oftheCorporation didnotserve insuch,capacity. Section 1313.Multiple Counterparts.This Master Indenture may be executed in multiple counterparts,each of which shall be regarded for all purposes as an original,and such counterparts shallconstitute but oneandthe sameinstrument. Section 1308.No Recourse Against Members,Officers orEmployees ofCorporation or State BoardofAdministration.No recourse under,or upon,any statement,obligation,covenant oragreementcontained in this Master Indenture,orin any Bond or ParityDebt hereby secured, or in any document or certification whatsoever,or under anyjudgment obtained against the Corporation orthe Slate Board ofAdministration,or by the enforcement of any assessment,or by any legalorequitable proceedingby virtueofanyconstitutionorstatute orotherwise or under any circumstances,shall be had againstany member,officeror employee ofthe Corporation or the State BoardofAdministration,eitherdirectly orthrough the Corporation ofdieFHCF forthe payment for or to,the Corporation orany receiver of it,or for.or to,any Owneror Holder or otherwise,ofanysum thatmay bedue and unpaid upon anysuch Bond orParityDebt.Anyand all personal liability of every nature,whether at conuuon law or in equity or by statuteor by constitution orotherwise,of anysuch member,officer or employeeto respond by reason of any actor omission onhis or herpart orotherwise,forthe paymentfor,or to,theCorporationor any receiverof either of them,or for,or to,any Owner,Holder orotherwise,of any sumthat may remain due and unpaid upon the Bonds or any Parity Debt hereby secured or any of them,is hereby expressly waived and released as an expresscondition of,and in considerationfor,the execution anddelivery ofthis Master Indenture,the issuance ofthe Bonds and the incurrenceof any Parity Debt. C-2-40 By: President By; 10 (SEAL) 11 Attest: By: (Title]By: BrianP.Clark,VicePresident 18 (SEAL) 18 19 Attest: 19 [Title] Title: 74 74 C-2-40 6 7 14 15 16 17 12 13 6 7 FLORIDA HURRICANECATASTROPHE FUND FINANCECORPORATION 20 21 16 17 12 13 FLORIDA HURRICANECATASTROPHEFUND FINANCE CORPORATION 20 21 2 3 4 5 14 15 1 2 3 4 9 WELLSFARGOBANK,NA., as MasterTrustee WELLS FARGO BANK,N.A., as MasterTrustee Secretary IN WITNESS WHEREOF,the Corporation has caused these presentsto be signed in its nameand on itsbehalfandattested by itsduly authorized officers andto evidence its acceptance ofthetrusts hereby created,theMaster Trustee hascaused thesepresentstobe signedin itsname and on its behalfand attested byits duly authorized officers,all of as ofthe day and yearfirst above written. -Al Attest: 8 vXKH <K^/11 IN WITNESS WHEREOF,the Corporationhascaused these presents tobe signed in ite nameandon its behalfandattested by itsdulyauthorized officersand toevidence its acceptance ofthetrusts herebycreated,the MasterTrusteehas causedthesepresents to be signedin itsname and on its behalf and attested by its duly authorized officers,all of as of the dayand yearfirst above written. C-2-41 TABLE OF CONTENTS SEVENTH SUPPLEMENTAL INDENTURE by and between STATE BOARD OF ADMINISTRATION FINANCE CORPORATION and Dated asofMarch 1,2016 SECTION 501.ACCEPTANCE OFDUTIES BYMASTERTRUSTEE....19 C-2-41 SECTION 101. SECTION 102. ARTICLE I DEFINITIONS REGIONS BANK (successor to Wells Fargo Bank,N.A.), as Master Trustee SECTION 201. SECTION 202. SECTION 203. SECTION 204. SECTION 205. SECTION 206. SECTION 207. SECTION 208. SECTION 301. SECTION 302. SECTION 401. SECTION 402. SECTION 403. SECTION 404. SECTION 405. LIMITATION ON ISSUANCEOF SERIES 2016A BONDS. FORMANDNUMBERING OF SERIES 2016ABONDS DETAILS OF SERIES 2016A BONDS EXECUTION AND FORM OF SERIES 2016ABONDS EXCHANGE OF SERIES 2016A BONDS NEGOTIABILITY AND REGISTRATION OF TRANSFER OF SERIES 201 6A BONDS OWNERSHIPOF SERIES 20I6A BONDS AUTHORIZATION OF SERIES 2016ABONDS MAKE-WHOLE REDEMPTION OF SERIES2016A BONDS NOTICE OF REDEMPTION ESTABLISHMENT OF ACCOUNTS AND SUBACCOUNTS APPLICATION OF NET RECEIPTS INVESTMENT OFMONEY PAYMENT OF PRINCIPAL AND INTEREST STATE COVENANT...,„ ARTICLE III REDEMPTION OF SERIES 2016A BONDS ARTICLE V THE MASTER TRUSTEE 15 15 16 17 18 9 9 ....10 13 13 3 4 5 5 5 7 8 Authorizing andSecuring 51,200,000,000 State Board of Administration Finance Corporation RevenueBonds,Series 2016A ARTICLE IV ESTABLISHMENT OF ACCOUNTSAND SUBACCOUNTS,APPLICATION OF NET RECEIPTS AND INVESTMENT OF FUNDS ARTICLE II AUTHORIZATION,FORM,ISSUANCE,DELIVERY AND REGISTRATION OF THE SERIES 2016A BONDS MEANINGOF WORDS AND TERMS .... RULES OF CONSTRUCTION C-2-42 SEVENTH SUPPLEMENTAL INDENTURE ....20 .20 SECTION 603. WITNESSETH: .23 QUALIFIED ESCROW FUNDS..24SECTION701. Form ofSeries 2016A Bonds..A-lExhibitA ii C-2-42 25 25 SECTION 601. SECTION 602. SECTION 604. SECTION 605. SECTION 801. SECTION 802. SECTION 80.3. SECTION 804. SECTION 805. SECTION 806. SECTION 807. SECTION 808. SECTION809. ARTICLEVI AMENDMENTTO MASTER TRUST INDENTURE AND SUPPLEMENTAL INDENTURES AMENDMENT OF MASTERTRUST INDENTURE AMENDMENT TO MASTER TRUSTINDENTURE,AND SUPPLEMENTAL INDENTURES WITHOUT CONSENT OFOWNERS MODIFICATION OF SUPPLEMENTNO.7 WITH CONSENT OF OWNERS EXCLUSION OF SERIES 2016ABONDS RESPONSIBILITIES OF MASTER TRUSTEE AND CORPORATION UNDER THISARTICLE MANNER OF GIVING NOTICE SUBSTITUTE NOTICE CORPORATION,MASTERTRUSTEE,BONDREGISTRAR AND OWNERS ALONEHAVE RIGHTS UNDER SUPPLEMENT NO.7 EFFECT OF PARTIAL INVALIDITY EFFECTOF COVENANTS:GOVERNING LAW HEADINGS FURTHERAUTHORITY PAYMENT DUE ON NON-BUSINESS DAYS MULTIPLE COUNTERPARTS ARTICLE VIII. MISCELLANEOUS PROVISIONS ARTICLE VII QUALIFIED ESCROW FUNDS .26 ..26 .26 ..26 .26 ..26 ..27 21 .22 THIS SEVENTH SUPPLEMENTAL INDENTURE,dated asof March 1,2016 ("Supplement No.7"),by and between the State Board of Administration Finance Corporation,an instrumentality ofthe State ofFlorida (the "Corporation"),and Regions Bank (successor to Wells Fargo Bank,N.A.),a state banking corporation existing under the laws of the Slate of Alabama and having a corporate trust office in Jacksonville, Florida,which is authorized under such laws to exercise trust powers (the "Master Trustee"), WHEREAS,the Corporation issuedon July 6,2006,aseries ofParity Obligations in the form ofBonds,in the aggregate principal amount of $1,350,025,000 (the "Series 2006A Bonds")in accordance with the Master Indenture and a First Supplemental Indenture for the purpose of providing funds,together with other available funds,to (i) enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by Hurricanes Dennis,Katrina,Rita and Wilma pursuant to reimbursement contracts for the ContractYear endedMay 31 ,2006,subject to the limitations on suchreimbursements set forth in the Act,(ii)pay capitalized interest on the Series 2006A Bonds,(iii)make a deposit to the credit ofthe Parity Common Reserve Account,and (iv)pay certain expenses incurred in connection with the issuance ofthe Series 2006A Bonds;and WHEREAS,the Corporation has executed and delivered a Master Trust Indenture,dated as ofJune 1,2006 (the "Master Trust Indenture"and as supplemented and amended,the "Master Indenture"),by and between the Corporation and the Master Trustee,which authorizes the Corporation to issue Parity Obligations (as defined in the Master Indenture)in accordance with theprovisions thereofand hereof;and WHEREAS,Section 215.555,Florida Statutes,as amended (the "Act")creates the Florida Hurricane Catastrophe Fund,a trust fund established for bond covenants, indentures or resolutions within the meaning of Section 19(f)(3),Article III of the Constitution ofthe State of Florida (the "FHCF"),and provides that the FHCF will be administered by the State Board ofAdministration ofthe State ofFlorida (in its capacity as the governing body and administrator of the FHCF,the "State Board of Administration");and WHEREAS,the Corporation issued on July 21,2006,a series of Parity Obligations in the form of Bonds,designated for purposes of sale as notes,in the aggregate principal amount of$2,800,000,000 (the "Series 2006B Notes")in accordance with the Master Indenture and a Second Supplemental Indenture for the purpose of providing funds,together with other available funds,to (i)maximize die ability of the C-2-43 2 3 C-2-43 WHEREAS,the Series 2006A Bonds,the Series 2006B Notes,the Series 2007A Noles and the Series 2008A Bonds have been retired,the Series 2010ABonds havebeen defeased,and the Series 2016A Bonds shall be issued on a parity basis with the Outstanding Series 2013A Bonds;and NOW,THEREFORE,in consideration ofthe mutual covenants and agreements contained herein,theparties hereto agree as follows: ARTICLE I DEFINITIONS FHCF to meet future obligations,specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events (as defined in the Act)occurring in the Contract Year endedMay31,2007 or any subsequent Contract Year,subject to the limitations on such reimbursements set forth in theAct,(ii)pay capitalized interest on the Series 2006B Notes,and (iii)pay certain expenses incurred in connection with the issuance ofthe Series2006B Notes;and WHEREAS,the Corporation issued in October 2007,a series of Parity Obligations in the form of Bonds,designated for purposes of sale as notes,in the aggregate principal amount of$3,500,000,000 (the "Series 2007A Notes"),in accordance with the MasterIndenture and a Third Supplemental Indenture (the "Third Supplemental Indenture")forthe purpose ofproviding binds,together with other available hinds,to (i) maximize theability oftheFHCF to meet future obligations,specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ended May 31,2008 orany subsequent Contract Year,subject to the limitations on such reimbursements set forth in the Act,and (ii)pay certain expenses incurred in connection withthe issuance ofthe Series 2007ANotes;and WHEREAS,the Corporation issued on April 23,2013,a series of Parity Obligations in the form of Bonds,in the aggregate principal amount of $2,000,000,000 (the "Series 2013A Bonds"),in accordance with the Master Indenture and a Sixth Supplemental Indenture for the purpose ofproviding funds,together with otheravailable funds,to (i)maximizethe ability ofthe FHCF to meet future obligations,specificallyto provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused byany Covered Events occurring in the Contract Year ended May 31,2014 or any subsequent Contract year,subject to the limitations on such reimbursements set forth in the Act,and (ii)and pay certain expenses incurred in connection withtheissuanceofthe Scries 2013A Bonds;and WHEREAS,the Corporation has now determined to issue a series of Parity Obligations in the form of Bonds,in the aggregate principal amount of $1,200,000,000 (the "Series 2016A Bonds"),in accordance with the Master Indenture and this Supplement No.7 for the purposeofproviding funds,together with otheravailable funds, to (i)maximize the ability oftheFHCF to meet future obligations,specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurringin the Contract Year ending May 31,2016 or any subsequent Contract Year,subject to the limitations on such reimbursements set forth in the Act,and (ii)pay certain expenses incurred inconnectionwith the issuance ofthe Series 2016ABonds;andWHEREAS,the Corporation issued on July 31,2008,a series of Parity Obligations in the form ofBonds,inthe aggregateprincipal amount of $625,000,000 (the "Series 2OO8A Bonds"),in accordance with the Master Indenture and a Fourth Supplemental Indenture for the purpose of providing funds,together with other available funds,to (i)enable the FHCF to make additional reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by Hurricanes Dennis, Katrina,Rita and Wilma pursuant to reimbursement contracts for the Contract Year ended May 31,2006,subject to the limitations on such reimbursements set forth in the Act,and (ii)pay certain expenses incurred in connection with the issuance ofthe Series 2008A Bonds;and SECTION 101.MEANING OF WORDS AND TERMS.Unless otherwise required by the context,wordsand terms usedherein which are defined,Orthe definitions ofwhich are incorporated byreference,in the Master Indenture or the form ofthe Series 2016A Bonds shall have the meanings assigned to them therein,and the following words and terms shall have the following meanings herein;provided that where the Master Indenture provides that a word orterm defined in the Master Indenture may be modified by a Supplemental Indenture and such word or term is defined herein,the definition herein shall control: WHEREAS,the Corporation issued on May 25,2010,a series of Parity Obligations in the form ofBonds,in theaggregateprincipal amountof$675,920,000 (the "Series 2010A Bonds"),in accordance with the Master Indenture and a Fifth Supplemental Indenture forthe purpose of providing funds,together with other available funds,to (i)enable the FHCF to make additional reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by Hurricanes Dennis, Katrina,Rita and Wilma pursuant to reimbursement contracts for the Contract Year ended May 31,2006,subject to the limitations on such reimbursements set forth in the Act,(ii)pay capitalized interest on 1he Series 2010A Bonds,(iii)make a deposit to the credit ofthe Parity Common Reserve Account,and (iv)pay certain expenses incurred in connection withthe issuance ofthe Series 2010A Bonds;and C-2-44 "Bond Registrar"means the institution servingatthe timeas MasterTrustee. "Closing"meansthedelivery ofand payment for the Series 2016ABonds. "ClosingDate"means thedateoftheClosing. "Defaulted Interest"means Defaulted Interest as defined in Section 203 hereof. "Principal Payment Date"means July 1. SECTION 203.DETAILSOF SERIES 2016A BONDS. 54 C-2-44 "Bond Counsel"means a firm oflawyers,selected by the Corporation,nationally recognized for legal expertise in matters relatingto municipal bonds. "Regular Record Date"means the June 15 and December 15 next preceding each Interest Payment Date. "Series 2016A Account of the Costs of Issuance Fund"means the account createdand designated by Section 401 hereof. "Series 20I6A Bonds"means the State Board of Administration Finance CorporationRevenue Bonds,Series 2016A,issued pursuantto Section 208 ofthe Master Indenture and Section 208 ofthis Supplement No.7. "Series 2016A Subaccount of the Interest Account"means the subaccount createdand so designated by Section401 hereof ARTICLE II AUTHORIZATION,FORM,ISSUANCE,DELIVERY AND REGISTRATION OF THE SERIES 2016a bonds "Series 2016A Subaccount of the Principal Account"means the subaccount created and so designatedby Section 401 hereof. "Special Record Date"meansa date fixedby theMasterTrustee for the payment ofDefaulted Interest pursuant to Section203 hereof. "Serial Bonds"means the Series 2016A Bonds that are stated to mature on July 1,2019 and Juty 1,2021 SECTION 201.LIMITATION ON ISSUANCE OF SERIES 20I6A BONDS,No Series 201 6A Bonds may be issued under the provisions of this Supplement No.7 except in accordance with the provisions ofthe Master Indenture and thisArticle. SECTION 102.RULES OF CONSTRUCTION.The Rule ofConstruction contained in the MasterIndenture shall control theconstruction ofthis Supplement No.7, mutatismutandis,exceptas otherwise provided herein. SECTION 202.FORM AND NUMBERING OF SERIES 2016A BONDS. The Series 2016A Bonds are issuable in fully registered form in denominations of$5,000 and any integral multiple thereof,shall be lettered "RA-",shall be numbered from 1 consecutively upward and shall be substantially in the form set forth in Exhibit A hereto and made a parthereof,with such appropriate variations,omissions and insertions as are permittedorrequired by the Master Indentureor this Supplement No.7. (b)Each Series 2016A Bond shall bear interest from theInterest Payment Date next precedingthe date onwhichit is authenticated unless it is (i)authenticated upon an Interest Payment Date,in which event it shall bear interest from such Interest Payment Date,or (ii)authenticated prior to the first Interest PaymentDate,in which event it shall bear interest from its date;provided,however,that ifat the time ofauthentication ofany Series 2016A Bond interest is in default,such Series2016A Bond shall bearinterest from thedate to which interest has been paid. (a)The Series 2016A Bondsshall be dated the date oftheir delivery,shall bear interest until their payment,such interest to the maturity thereof being payable semi annually on each January I and July 1,the first interestpayment date being July 1,2016, al the rates and shall be slated Io mature on July 1 in the years (without right of prior redemption),all as set forth in Section208 hereof. (c)Both the principal of and the interest on the Series 2016A Bonds shall be payable in any coin or currency ofthe United States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof.The payment ofinterest on each Series 2016A Bond shall be made by the Bond Registrar on each Interest Payment Date to theperson appearing on theregistration books oftheBond Registrar as the Owner thereofas of the Regular Record Dale (i)by check mailed to the Owner at his address as it appears on such registration books or (ii)by wire transfer to any Owner ofSeries 2016A Bonds in the aggregate principal amount of $1,000,000 or more thatrequests such method ofpayment and has fiimished the necessary instructions and information to the Bond Registrar.Payment of the principal of all Series 2016A "Interest Payment Date"means each July 1 and January!,the first interest payment date beingJuly 1.2016. C-2-45 (b) 76 C-2-45 Bonds shall be made upon thepresentation and surrender ofsuch Series 2016A Bonds at the designated corporate trust office of the Bond Registrar as the same become due and payable (whether at maturity or by acceleration or otherwise). Subject to the foregoing provisions of this Section 203,each Series 2016ABond delivered under this Supplement No,7 upon registration of,transferof,in exchange for, or in Lieu of any other Series 2016ABond shall carry all the rights to interest accrued and unpaid,and to accrue,which were carried by such other Series 2016A Bond and each such Bond shall bear interest from such date,so that neither gain norloss in interest shall result fromsuchtransfer,exchange or substitution. The definitive Series 2016A Bonds are issuable aspermittedorrequired by this Supplement No.7.All Series 20IGA Bonds may have endorsed thereon such legends or text as maybe necessary or appropriate to conform to the applicable rules and regulations ofany governmental authority orany securities exchange on which the Series 2016ABonds may be listed or toany requirement oflaw withrespect thereto. SECTION 204.EXECUTION AND FORM OF SERIES 2016A BONDS, (a)The Series 2016A Bonds shall be signed by,or bear the facsimile signatures of,the President and the Secretary of the Corporation and the corporate seal of the Corporation shall be impressed,or a facsimile thereof printed,on the Series 2016A Bonds.In case any officer whose signature or a facsimile of whose signature appears on any Series 2016A Bonds ceases to be such officer before thedelivery ofsuch Bonds,such signature or such facsimile nevertheless shall be valid and sufficient forall purposes the same as if such officer had remained in office until such delivery,and any Series 2016A Bond may bearthe facsimile signature of,or may be signedby,such persons as atthe actual time of the execution ofsuch Bond are the proper officers to executesuch Bond although at the date ofsuch Bond such persons may nothave been suchofficers. (1)The Corporation may elect to make payment of any Defaulted Interest on the Series 2016A Bonds tothepersonsin whose names such Bonds (or their respective Predecessor Bonds)are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,which shall be fixed in the followingmanner.TheCorporation shall notify the MasterTrustee in writing of the amount ofDefaulted Interest proposed to be paid on each Series 2016A Bond and the date of the proposed payment (which date shall be such as will enable the MasterTrustee to comply with the next sentence hereof),andat the same time,the Corporation shall deposit with the Master Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Master Trustee for such deposit prior to the date of the proposed payment,such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subparagraph provided.Thereupon the Master Trustee shall fix a Special Record Date forthe payment ofsuch Defaulted Interest, which shall be neither more than fifteen (15)nor less than ten (10)days prior to the date of the proposed payment and not less than ten (10)days after the receipt by the Master Trustee ofthe notice ofthe proposed payment.The Master Trustee shall promptly notify the Corporation of such Special Record Date and,in the name and at the expense ofthe Corporation,such expense to be paid from Gross Receipts orany moneys available to the Corporation for such purpose,shall cause notice ofthe proposed payment of such Defaulted interest and the Special Record Date therefor to be given by first-class mail,postage prepaid,to each Owner at such Owner's address as it appears in the registration books maintained under Section 206 hereofnot less than ten (10)days priorto such Special Record Date. Notice ofthe proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,such Defaulted Interest shall be paid to the persons in whose names the Series 2016A Bonds (or their respective Predecessor Bonds)are registered on such Special Record Date and shall no longer bepayablepursuant tothe followingparagraph (2). (d)Any interest on any Series 2016A Bond which is payable,but is not punctually paid or duly provided for,on any Interest Payment Date (herein called "Defaulted Interest")shall forthwith cease to be payable to the Owner on the relevant Regular Record Date solely by virtue ofsuch Owner having been such Owner;and such Defaulted Interest may be paid by the Corporation,al its election in each case,as providedin paragraph 1 or 2below: (c)The Series 20I6A Bonds shall be issued by means of a book-entry system with no physical distribution of bond certificates to be made except as hereinafter provided.One bond certificate with respect to each date on which the Series 2016A Bonds are stated to mature,in the aggregateprincipal amount ofthe Series 2016A Bonds stated to mature on such date and registered in the name of Cede &Co.,as nominee of The Depository Trust Company,New York,New York ("DTC),shall be issued and delivered as directed by DTC.The book-entry system shall evidence ownership of the Series 2016A Bonds in the principal amount of $5,000 or any integral multiple thereof, with transfers ofownership effected on the records ofDTC and its participants pursuant to rules and procedures established by DTC and its participants.The principal ofeach Series 2016A Bond and interest with respect thereto shall be payable to Cede &Co.or (2)The Corporation may make payment ofany Defaulted Interest on the Series 2016A Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange,if,after notice given by the Corporation to the Master Trustee of the proposed payment pursuant to this subparagraph,suchpayment shall bedeemedpracticableby theMasterTrustee. C-2-46 98 C-2-46 SECTION 207.OWNERSHIP OF SERIES 2016A BONDS The Corporation,the Master Trustee,the Bond Registrar and any agent of the Corporation, the Master Trustee or the Bond Registrar,may treat the person in whose name anySeries any other person appearing in the registration books of the Corporation kept by the Bond Registrar as the Owner of such Series 2016A Bond or its registered assigns or legal representatives.Transfer ofprincipal and interest payments to participants ofDTC shall be the responsibility ofDTC,and transfer ofprincipal and interestpayments to beneficial owners ofthe Series 2016A Bonds by participants ofDTC shall be the responsibility of such participants and other nominees of such beneficial owners.The Corporation,the BondRegistrar and the MasterTrustee shall not beresponsibleorliable for such transfers ofpayments or for maintaining,supervising orreviewing records maintained by DTC,its participants or persons acting through such participants. (c)The Bond Registrar shall evidence acceptance ofthe duties,responsibilities and obligations of the Bond Registrar under this Supplement No.7 by the execution of the certificate of authentication onthe Series 2016A Bonds. SECTION 205.EXCHANGE OF SERIES 2016A BONDS,(a)Series 2016A Bonds,upon surrender thereofat the designated corporate trust office ofthe Bond Registrar,together with an assignment duly executed by the Owner or his attorney or legal representative,or legal representative ofhis estateifthe Owner is deceased,in such form as shall be satisfactory to the Bond Registrar,may,at the option of the Owner thereof,be exchanged for an equal aggregate principal amount ofSeries 201 6A Bonds of the same maturity,ofany denomination or denominations authorized by this Supplement No.7,bearing interest at the same rale and in the same form as the Series 2016A Bonds surrendered for exchange. SECTION 206.NEGOTIABILITY AND REGISTRATION OF TRANSFER OF SERIES 2016A BONDS,(a)The institution at the time serving as Master Trustee under the Master Indenture shall be and is hereby appointed Bond Registrar forthe Series 2016A Bonds underthis SupplementNo.7. (b)The Bond Registrar shall keep books for the registration and the registration of transfer of Series 2016A Bonds as to which it is Bond Registrar as provided in this Supplement No.7.The registration books shall be available at all reasonable limes for inspection by the Corporation and any Owner of such Bonds and may be copied by either ofthe foregoingand theiragents or representatives. (e)In all cases in which Series 2016A Bonds shall beexchanged orthe transfer of Series 2016A Bonds shall be registered hereunder,the Corporation shall,ifnecessary, execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Series 20I6A Bonds in accordance with the provisions of this Supplement No.7. All Series 201 6A Bondssurrendered in any suchexchange or registration oftransfershall forthwith be canceled by the Bond Registrar.No service charge shall be made for any registration,transfer or exchange of Series 20I6A Bonds,but the Corporation and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in connectionwith any transfer orexchange of Series 2016A Bonds. (b)The Corporation shall make provision for the exchange of Series 2016A Bonds atthe designated corporate trust office of the Bond Registrar. (d)In the event that (i)DTC determines not to continue to act as Securities Depository for the Series 2016A Bonds or (ii)the Corporation determines that continuation ofthe book-entry system ofevidence and transferofownership ofthe Series 20L6A Bonds would adversely affect the interests of the beneficial owners ofthe Series 2016A Bonds,or (iii)an Event of Default shall occur with respect to the Series 2016A Bonds and is continuingand the beneficial owners of a majority in principal amount of the Series 2016A Bonds shall advise DTC to cease acting as Securities Depository,the Corporation shall discontinue the book-ent^system with DTC.If the Corporation identifies another qualified Securities Depository to replace DTC,the Corporation shall make arrangements with DTC and such other Securities Depository to effect such replacement and deliver replacement bonds registered in the name of such other Securities Depository or its Securities Depository Nominee in exchange for the Outstanding Series 2016A Bonds,and the references to DTC or Cede &Co.in this SupplementNo.7 shallthereuponbe deemedto mean such otherSecurities Depository or its Securities Depository Nominee,If the Corporation falls to identify another qualified Securities Depository to replace DTC,the Corporation shall deliver replacement bonds in the form of folly registered certificates in the denomination of $5,000 or any integral multiple thereof in exchange for the Outstanding Series 2016A Bonds as required by DTC. (d)The transfer of any Series 201 6A Bond may be registered only upon the books kept for the registration and registration of transfer of Series 2016A Bonds upon presentation thereofto the Bond Registrar together with an assignment duly executed by the Owner or his attorney or legal representative,or legal representative ofhis estate if the Owner is deceased,in such form as shall be satisfactory to the Bond Registrar.No transfer ofany Series 2016A Bond shall alter the ownership ofsuch Bond for purposesof this Supplement No.7 unless such transfer is registered with the Bond Registrar.Upon any such registration of transfer,the Corporation shall,if necessary,execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Series 2016A Bond or Series 2016A Bonds,registered in the name of the transferee,ofany denomination or denominations authorized by this Supplement No.7,in the aggregate principal amount equal to the principal amount ofsuch Bond surrenderedor exchanged, ofthe same maturity and bearing interest at the samerate. C-2-47 (b) an executed counterpart ofthis Supplement No.7; (d) W 10 11 C-2-47 2016A Bond is registered,including any Securities Depository Nominee,as the absolute Owner ofsuch Bond forthe purpose ofreceiving payment oftheprincipalofand interest on such Bond,and for all other purposes whatsoever,whether or not such Bond be overdue,and,to the extent permitted by law,neither the Corporation,the Master Trustee, the Bond Registrarnorany such agent shall be affected by notice tothe contrary. Principal Amount J55O,OOO,OOO 650,000,000 YearofMaturity (July 1) 2019 2021 Interest Rate 2.163% 2.638 a copy,certified by an Authorized Officer of die State Board of Administration to be a true and correct copy,of the resolution of the State Board of Administration determining that the Series 2016A Bonds should be issued in the absence of a hurricane in order to maximize the ability oftheFHCF tomeet future obligations,as contemplated bythe last sentence ofSection 215.555(6Xa)l.ofthe Act; a copy,certified by the Secretary ofHieCorporation to be a true andcorrect copy,ofthe MasterTrustIndenture; a copy,certified by the Secretary ofthe Corporation to be a true and correct copy,ofthe PledgeAgreement;SECTION 208.AUTHORIZATION OF SERIES 2016A BONDS.There shall be issued under and secured by the Master Indenture and this Supplement No.7 Series 2016A Bonds ofthe Corporation in the aggregate principal amount ofOne Billion Two Hundred Million and 00/100 Dollars ($1,200,000,000.00)for the purpose of providing funds,together with other available funds,to enable the FHCF to make additional reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by any Covered Events in the Contract YearendingMay 31, 2016 or any subsequent Contract Year,subject to the limitations on such reimbursements set forth in the Act.The Series 2016A Bonds shall be designated "State Board of Administration Finance Corporation Revenue Bonds,Series 2016A".The Series 2016A Bonds are Pre-Event Parity Obligations and Pre-Event Bonds entitled to the benefits of the covenants and agreements in the Pledge Agreement,the Master Trust Indenture and this SupplementNo.7. The Series 2016A Bonds shall be stated to mature (subject to the right of prior redemption,ifany,as providedin Article III hereof)on July 1 ofthe following years,and shall bear interest (computed on the basis ofa 360-day year consisting oftwelve 30-day months),payable semi-annually on each January I and July 1,the first interest payment date being July I,2016,untiltheir respective maturities,at the following rates: (e)a copy,certified by die Secretary oftheCorporation to beatrue and correct copy,of the resolution of the Corporation(which resolution may be incorporated in this Supplement No.7),approving the award of the Series 2016A Bonds and directing the authentication anddelivery ofsuchBonds toorupon theorder ofthe underwriters therein named upon payment of the purchase price therein set forth,plus the accrued interest (if any)thereon;provided,however,that the final determination ofany ofthe details ofsuch Bonds,including the purchase price therefor,may bedelegated by such resolutionto one or more Authorized Officers ofthe Corporationto the extent set forth therein; (g)an opinion or opinions of special counsel to the Corporation to the effect that (I )this SupplementNo.7,the Master Indenture and the PledgeAgreementhaveeach been duly and validlyauthorized,executed and delivered by the Corporation and are each valid and binding agreements of the Corporation enforceable in accordance with their respective terms,(2)no provision ofthe Master Indenture,this Supplement No.7 or the Pledge Agreement results in or constitutes a default under any agreement,indenture or other instrument to which the Corporation is a party or by which the Corporation may be bound and of which such special counsel to the Corporation has knowledge,(3)the Corporation's execution and delivery ofthe Master Indenture,this Supplement No.7 and the Pledge Agreement and execution and issuance of the Series 2016A Bonds are not subject to any authorization,consent,approval or review of any governmental body, public officer or regulatory authority not theretofore obtained or effected,and (4)the form,terms,execution,issuance and delivery ofthe Series2016A Bonds have been duly and validly authorized bythe Corporation; The Series 2016A Bonds shall be executed substantially in the form and in the manner herein set forth and shall be deposited with theBond Registrarfor authentication, but before the Series2016A Bonds shall be authenticated and delivered to thepurchasers thereof,there shall be filed with the Master Trustee,in addition to the items required to be delivered to the Master Trustee pursuant to Section 208 of the Master Indenture,the following:(h)an opinion or opinions ofcounsel to the Slate Board of Administration to the effect that (1)lhe Pledge Agreement has been duly and validly authorized,executed and delivered by the State Board ofAdministration,acting as the governing body and administrator of the FHCF,and is a valid and binding agreement of the FHCF enforceable in accordance with its terms.(2)the execution and delivery of the Pledge Agreement and compliance with the provisions on the part of the State Board of (f)an Officer’s Certificate ofthe Corporation (which may rely upon certificates or other documentation delivered by an Authorized Officer of the Stale Board of Administration)evidencing compliance with the requirements of Section 704 of the Master Indenture; C-2-48 an opinion ofBond Counsel relating tothe Series2016A Bonds;and(i) G) 1312 C-2-48 such otherdocuments as are required to be delivered to the Master Trustee pursuant tothis Supplement No.7. When the documents mentioned in the Master Indenture and subparagraphs (a) through (j),inclusive,above shall have been filed with the Master Trustee,and when the Series 2016A Bonds shall have been executed and authenticated as required by this SupplementNo.7,the Series 2016A Bonds shall be delivered to or upon the order ofthe purchasers thereof,but only upon the deposit with the Master Trustee or the StateBoard ofAdministration,as the case may be.ofthe purchase price ofthe Scries 2016ABonds and the accrued interest,ifany,thereon. ARTICLE III REDEMPTION OF SERIES 2016A BONDS Administration contained therein will not,to the best knowledge of such counsel, constitute a material breach of or material default under any applicable constitutional provision,law,administrative regulation,judgment,decree,or any relevant loan agreement,indenture,bond,note,resolution,agreement or other relevant instrument to which the State Board of Administration is a party or to which the State Board of Administration or any ofthe property or assets of the FHCF is otherwise subject,which breach or default would materially adversely affect the ability of the State Board of Administration to perform its obligations widerthe Pledge Agreement,and (3)the State Board of Administration's execution and delivery of the Pledge Agreement are not subject to any authorization,consent,approval or review of any governmental body, public officer orregulatory authoritynot theretofore obtained or effected; SECTION 301.MAKE-WHOLE REDEMPTION OF SERIES 2016A BONDS.The Series 2016A Bonds shall be subject to redemption prior to maturity by written direction of the Corporation,in whole or in part,on any Business Day,at the Make-Whole Redemption Price.The "Make-Whole Redemption Price"is the greater of (i)100%of the principal amount of the Series 2016A Bonds to be redeemed;or (ii)the sum ofthepresent value ofthe remaining scheduledpayments ofprincipal and interest to the maturity date ofthe Series 2016A Bonds to be redeemed,not including any interest accrued and unpaid as ofthe date on which the Series 2016A Bonds are tobe redeemed, discounted to the date on which the Series 2016A Bonds arc to be redeemed on a semi annual basis,assuming a 360-day year consisting of twelve 30-day months,at the Treasury Rate(as defined below)plus 20 basispoints for the 2019 maturity and 25 basis points for the 2021 maturity;plus,ineach case,accrued and unpaid interest on the Series 2016A Bonds to be redeemed to the redemption date.The "Treasury Rate"is,as of any redemption date,the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical ReleaseH.15 (519)thathas become publicly available prior to the pricing date of the refunding bonds or prior to the redemption date if no refunding bonds are issued (or,if such Statistical Release is no longer published,any publicly available source of similar market data))most nearly equal co the period from the refunding bonds pricing date,if issued,or ifno refunding bonds are issued,from the redemption date to the maturity date of the Series 2016A Bonds to be redeemed.The Corporation shall confirm in writing to the Master Trustee the amount ofprincipal and interest and the Make-WholeRedemption Priceto bepaid under this Section. Simultaneously with the Closing,from the proceeds of the Series 2016A Bonds (net of Underwriters'discount),which is equal to $1,197,848,797.17,(i) $1,196,611,867.17,together with $3,388,132.83 of other legally available funds of the FHCF,shall be deposited withthe Stale Board ofAdministration,for the account of the FHCF,and be deposited to the credit ofthe Series 2016A Bonds Proceeds Subaccount of the Pre-Event Parity Obligations Account in the Covered Events ReliefFund established pursuant to Section 8 ofthePledge Agreement,and (ii)$1,236,930.00 shall be deposited withthe MasterTrustee into the Scries 2016A Account ofthe Costs of Issuance Fund to pay or reimburse the Corporation for paying the Costs ofIssuance associated with the issuance of the Series 2016A Bonds.Of such $1,197,848,797.17 proceeds, $12,000,000.00 shall represent the good faith deposit received by the Corporation,via deposit with the State Board of Administration,from the Underwriters of the Series 2016A Bonds. SECTION 302.NOTICE OF REDEMPTION,When redemption of Series 20I6ABonds is authorized pursuant to theprovisions hereof,the Trustee shallgivetothe Owners ofSeries 2016A Bonds to be redeemed notice,atthe expense of the Corporation, of the redemption of the Series 2016A Bonds.Notice ofsuch redemption ofthe Series 2016ABonds shall be given by mail,postage prepaid,not more than thirty (30)days or fewerthan fifteen (15)days prior to said date ofredemption,to theOwnersof any Series 2016A Bonds to be redeemed.Such notice shall state:(i)the CUS1P numbers of all Series 2016A Bonds being redeemed,(ii)the original issue date of such Series 2016A Bonds,(til)the maturity date and rate ofinterest borne by each Series 2016A Bond being redeemed,(iv)the redemption date,(v)the date on which such notice is mailed,(vi)if less than all Outstanding Series 2016A Bonds are to be redeemed,the bond number (and, in the case of a partial redemption ofany Series 2016A Bond,the principal amount)of each Series 2016A Bond to be redeemed,(vii)that on such redemption date there shall becomedue and payable upon each Series 2016ABond to be redeemed theMake-Whole Redemption Price thereofor the Make-Whole Redemption Priceofthe specified portions C-2-49 (a)Series 2016A Subaccount oftheInterest Account oftheBond Fund; (b)Series 2016A Subaccountofthe Principal Account ofthe Bond Fund;and (c)Series 2016AAccountoftheCosts ofIssuance Fund. 1514 C-2-49 ARTICLE IV ESTABLISHMENT OF ACCOUNTSAND SUBACCOUNTS,APPLICATION OFNET RECEIPTS AND INVESTMENT OF FUNDS The account and subaccounts mentioned above shall be established with and held by the Master Trustee pursuantto the Master Indentureand this SupplementNo.7 forthe benefitofthe Ownersofthe Series 2016A Bonds. ofthe principal thereof in the case of Series 2016A Bonds to be redeemed in partonly, together with interest accrued thereon to the redemption date,and that from and after such date interest thereon shall cease to accrue and be payable,and (viii)that the Series 2016A Bonds to be redeemed,whether as a whole or in part,are to be surrendered for payment at the designated corporate trust office ofthe Trustee at an address specified. Any such noticemay be a conditional notice.In theevent the conditions stated insuch a noticehave notbeen satisfied on the proposed redemption date,such redemption shall not occur and such notice shall be of no further force or effect.Such mailing shall not be a condition precedent to such redemption,and failureto mail any such notice,orany defect in such notice as mailed,shall not affect the validity of the proceedings for the redemption ofthe Series 2016A Bonds forwhich proper notice was given. In the case ofredemption ofthe Series 2016A Bonds,the Corporation will select the maturities ofthe Series 2016A Bonds to be redeemed.Ifthe Series2016A Bonds are not registered in book-entry only form,any redemption of less than all ofa maturity of the Series 2016A Bonds shall be effected bythe Bond Registrar among owners on apro rata basis subject to minimum authorized denominations.The particular Series 2016A Bonds to be redeemed shall be determinedby the Bond Registrar,using such method as it shall deem fair and appropriate.Ifthe Series 2016A Bonds are registered in book-entry only form and so long as DTC isthe sole registered owner ofthe Series 2016A Bonds,if less than all of the Series 2016ABonds ofa maturity are called for prior redemption,the particular Series 2016A Bonds or portions thereof to be redeemed shall be selected on a “'Pro Rata Pass-Through Distribution of Principal11 basis in accordance with DTC procedures;provided that,so long as the Series 2016A Bonds are held in book-entry form,the selection for redemption of such Series 2016A Bonds shall be made in accordance with the operational arrangements of DTC then in effect that currently provide for adjustment of the principal by a factor provided by the Bond Registrar pursuant to DTC operational arrangements.Ifthe Bond Registrar does not provide the necessary information and identify the redemption as on a Pro Rata Pass-Through Distribution ofPrincipal basis,the Series 2016ABonds will be selected for redemption in accordance with DTC procedures by lot.It is the Corporation’s intent that redemption allocations made by DTC,the DTC Participants or such other intermediaries that may exist between the Corporation and the Beneficial Owners be made on a "Pro Rata Pass Through Distribution of Principal"basis as described above.However,the Corporation can provide no assurance that DTC,the DTC Participants or any other intermediaries will allocate redemptions among Beneficial Owners on such basis.Ifthe DTC operational arrangements do not allow forthe redemption ofthe Series 2016A Bonds on a Pro Rata Pass-Through Distribution ofPrincipal basis as discussed above,then the Series 2016A Bonds will be selected forredemption in accordancewith DTC procedures by lot. SECTION 402.APPLICATION OF NET RECEIPTS.On or before the dates sei forth below,so long as any ofthe Series 2016A Bonds is Outstanding,the Master Trustee shall withdraw,immediately following any withdrawal required by Section 503(b)of the Master Trust Indenture,from the Reimbursement Premiums Account in the Revenue Fund and,subsequent to such withdrawal,from the Pre-Event Bonds Investment Income Account,the Derivative Agreements Account or any other account or subaccount established in the Revenue Fund (other than the Emergency Assessments Account)in the order specified below,the amounts necessary to make the deposits or payments required by Sections 5O3(c)(iii)and 504 of the Master Trust Indenture,and,if and to the extent that the amounts on deposit to the credit of the Reimbursement Premiums Account,the Pre-Event Bonds Investment Income Account, the DerivativeAgreementsAccountorany other account or subaccount established in the Revenue Fund are insufficient to make such deposits or payments,the Master Trustee shall withdraw from the Emergency Assessments Account in the Revenue Fund the amounts necessary to satisfy such deposits or payments;provided,however,in the case ofthe Series 2016A Bonds,the Master Trustee shall draw first from the Reimbursement Premiums Account,then from the Pre-Event Bonds Investment Income Account and then from the Series 2016A Bonds Proceeds Subaccount ofthe Pre-Event Parity Obligations Account in the Covered Events ReliefFund,prior to making any withdrawal from any of such other Accounts or any other account or subaccount,and the Master Trustee shall apply such amounts to thevarious subaccounts specified herein in the following order: (a)into the Series 2016A Subaccount ofthe Interest Account,on the Business Day immediately preceding each Interest Payment Date,an amount equal to the interest payableon theSeries 20I6A Bondson such InterestPayment Date;and SECTION 401.ESTABLISHMENT OF ACCOUNTS AND SUBACCOUNTS.The following accounts and subaccounts areherebyestablished: C-2-50 (e) 1716 C-2-50 (e)The Master Trustee shall sei]at the fair market price or,acting in a commercially reasonable manner,reduce to cash a sufficient amount of such Investment Obligations whenever it is necessary to do so in order to provide money to make any payment from any such subaccount.The MasterTrusteeshall not be liable or responsible for any loss resultingfrom any such investment. SECTION 404.PAYMENT OF PRINCIPAL AND INTEREST,(a)The Corporation covenants that it will promptly pay the principal of and the interest on every Series 20 16A Bondissued under the provisionsofthis SupplementNo.7 at the places,on the dates and in the manner provided herein and in the Series 2016A Bonds,according to the true intent and meaning thereof and in accordance with the provisions ofthe Master Indenture and this Supplement No.7.The Series 2016A Bonds shall constitute Bonds and Parity Obligations under the Master Indenture and shall be secured by the trustestate set forth inthe Master Indenture.The Corporation further covenants thatitwill faithfully perform at all times all of its covenants,undertakings and agreements contained in this Supplement No.7 and the Master Indenture,or in any Series 2016A Bond executed, authenticated and delivered hereunder or in any proceedings of the Corporation pertaining thereto.The Corporation represents and covenants that it is duly authorized under the Constitution and laws of the State,particularly the Act,to issue the Series 2016A Bonds authorized hereby and to pledge theNet Receipts inthe manner and to the extent in the Master Indenture set forth;that all action on its part for the issuance of the Series 2016A Bonds has been duly and effectively taken;and that such Series 2016A Bonds in the hands of the Owners thereof are and will be valid and binding special obligations ofthe Corporation payable according to theirterms. (d)An Authorized Officer of the Corporation shall give to the Master Trustee written directions respecting the investment of any money required to be invested hereunder;subject,however,to theprovisions ofthis Section 403,and the Master Trustee shall then invest such money in Investment Obligations as so directed.The Master Trustee may request in writing additional directions or authorization from an Authorized Officer of the Corporation with respect to the proposed investment of money.Upon receipt ofsuch directions,theMasterTrustee shall invest,subjectto theprovisions ofthis Section403,such money inaccordance with such directions. SECTION 403.INVESTMENT OF MONEY,(a)Money held for the credit ofthe subaccounts established hereunder on deposit with the Master Trustee shall be continuously invested andreinvested by the Master Trustee,atthewritten direction of the Corporation,in Investment Obligations to the extent practicable.Any such Investment Obligations shall mature not later than the respective dates when the money held for the credit of such subaccounts will be required for the purposes intended.No Investment Obligations in any such subaccount may mature beyond the latest maturity date ofany Series 2016A BondsOutstanding at the time such Investment Obligations arc deposited. (b)intothe Series 2016A Subaccount ofthe Principal Account,on the Business Day immediately preceding each Principal Payment Date,an amount equal to lhe principal oftheSeries 2016ABonds coming dueon such Principal Payment Date. (b)Investment Obligations acquired with money in or credited to any subaccount established hereunder shall be deemed at all times to be part of such subaccount.Any loss realized upon the disposition or maturity of such Investment Obligations shall be charged againstsuch subaccount.The interest accruing on anysuch Investment Obligations and any profit realized upon the disposition or maturity ofsuch Investment Obligations to the credit of such subaccounts shall be credited to such respectivesubaccounts. (b)Subject to the provisions of Sections 503 and 504 ofthe Master Indenture, on the Business Day preceding each Interest Payment Date or InterestPayment Date and Principal Payment Date,the Master Trustee shall first set aside an amount sufficient to pay the interest on the Series 2016A Bonds becoming due and payable on such Interest Payment Date,and then an amount sufficient to pay the principal of the Series 2016A Bonds becoming due and payable on such Principal Payment Date,and shall make payments as provided herein and in the forms ofthe Series 2016A Bonds. (c)Any such interest accruing and any such profit realized from the subaccounts established hereunder shall be transferred upon foe receipt thereof by the Corporation or the Master Trustee,as the case may be,pursuant to the provisions ofthe Master Indenture and this Supplement No.7. (c)At suchtime as to enable the Bond Registrar to make payments of interest on the Series 2016A Bonds in accordance with Section 203(c)hereof,theMaster Trustee shall withdraw from foe Series 2016A Subaccount of the Interest Account and make available to the Bond Registrar theamounts required to pay interest on the Series 20I6A Bonds onthe next succeedingInterestPayment Date.Atsuch time as to enable lhe Bond Registrar to make payments ofprincipal ofthe Series 2016A Bonds,lheMaster Trustee shall withdraw from the Series 2016A Subaccount offoe Principal Account the amount required to pay the Series 2016A Bonds on the next succeeding Principal Payment Date and make the same available to the Bond Registrar for the payment offoe Series2016A (f)Whenever a transfer ofmoney between two or more ofthe subaccounts is permitted or required,such transfer may be made as a whole or value determined at the time ofsuch transfer in accordance with Article VIofthe Master Indenture;provided that the Investment Obligations transferred are those in which money of the receiving subaccount could be invested at the date ofsuch transfer. C-2-51 (a) 1918 C-2-51 The Series 2016A Bonds shall not be secured by the Parity Common ReserveAccount ARTICLE V THE MASTERTRUSTEE Bonds in accordance with the provisions of Section 203(c)hereof and in the manner providedin the forms ofthe Series 20J6ABonds. SECTION 501.ACCEPTANCE OF DUTIES BY MASTER TRUSTEE The Master Trustee by execution hereof accepts and agrees to perform the duties and fulfill the trustsimposeduponitby this SupplementNo.7.SECTION 405.STATE COVENANT.The Corporation acknowledges that Section 708 of the Master Indenture constitutes an important security provision ofthe Series 2016A Bonds,and confirmsthattheacknowledgement set forth in this Section 405 has been included as a result ofnegotiations with the underwriters ofthe Series 2016A Bonds. C-2-52 (e)to provide forthe issuance of Series 2016A Bonds in bearer form;or 2120 C-2-52 ARTICLE VI AMENDMENT TO MASTER TRUST INDENTURE AND SUPPLEMENTAL INDENTURES SECTION 601.AMENDMENT OF MASTER TRUST INDENTURE. Notwithstanding Section 503(c)of the Master Trust Indenture and Section 3(f)of the Pledge Agreement or in any other provision of the Master Indenture or the Pledge Agreement to the contrary,the State Board of Administration will transfer Reimbursement Premiums to the Master Trustee in an amount sufficient to provide for interest payments on Pre-Event Parity Obligations payable or projected to be payable during the period commencing on the first day of the Fiscal Year next succeeding the then current Fiscal Year referenced inSection 503(e)(ii)(Y)ofthe Master Trust Indenture and Section 3(f)(ii)of the Pledge Agreement and ending on the date that the ReimbursementPremiums to be transferred orotherwise available to the Master Trustee under the Pledge Agreement with respect to such next succeeding Fiscal Year are projected tobe sufficientto provide forthe transfersprovided for in Section 504(a)of the Master Trust Indenture for such next succeeding Fiscal Year for all Outstanding Pre Event ParityObligations. (b)TheMaster Trustee shall,at the expense of the Corporation,such expense to be paid from Gross Receipts or from any other available moneys,causenotice of the proposed execution and delivery ofsuch supplemental indenture to be mailed,first class, postage prepaid,to all Owners ofthe Series 2016A Bonds.Such notice shall briefly set forth the nature ofthe proposed supplemental indentureand shall state that copiesthereof are on file at the designated corporate trust office ofthe Master Trusteefor inspection by SECTION 603 MODIFICATION OF SUPPLEMENT NO.7 WITH CONSENT OF OWNERS,(a)Subject to the terms and provisions contained in this Section 603,and not otherwise,the Owners of not less than a majority in aggregate principal amount ofthe Series 2016A Bonds then Outstanding shall have the right,from time to time,anything contained in this Supplement No.7 to the contrary notwithstanding,to consent to and approve the adoption by the Corporation and the acceptance by the Master Trustee of such supplemental indentures as shall be deemed necessary or desirable by the Corporation for the purpose of modifying,altering, amending,adding to or rescinding,in any particular,any of the terms or provisions contained in this Supplement No.7 or in any supplemental indenture hereto;provided, however,that nothing herein contained shall permit,or be construed as permitting(a)an extension ofthe maturity of the principal ofor the interest on any Series 2016A Bond without the consent of the Owner of such Series 2016A Bond,(b)a reduction in the principal amount of any Series 2016A Bond or the rale ofinterest on any Series 2016A Bond without theconsent ofthe Owner ofsuch Series 2016A Bond,(c)the creation ofa pledge of Net Receipts other than the lien and pledge created by the Master Indenture without the consentofthe Owners ofall Series 2016A Bonds,(d)apreference orpriority ofany Series 2016A Bond overany other Series 2016A Bond without the consent ofthe Owners ofall Series 2016A Bonds,or (e)a reduction in the aggregate principal amount of Series 2016A Bonds required for consent tosuch supplemental indenture without the consent of the Owners ofall Series 2016A Bonds,Nothing herein contained,however, shall be construed as making necessary the approval by the Owners ofthe execution and delivery ofanysupplemental indenture as authorizedin Section 602 hereof. (b)to grant or to confer upon the Master Trustee for the benefit ofthe Owners any additional rights,remedies,powers,authority or security that may lawfully be granted to or conferred upon the Owners ortheMasterTrustee; SECTION 602.AMENDMENT TO MASTER TRUST INDENTURE, AND SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF OWNERS The Corporation and die MasterTrustee may,from lime to time and at any time,without the consent of or notice to any of the Owners of the Series 2016A Bonds,execute and deliver such indentures supplemental hereto (which supplemental indentures shall thereafter form a part hereof)as shall be substantially consistent with the terms and provisionsofthis Supplement No.7: (a)to cure any ambiguity or formal defect or omission,to correct or supplement any provision herein that may be inconsistent with any other provision herein,to make any other provisions with respect to matters or questions arising under this Supplement No.7 orto modify,alter,amend,add to or rescind,in any particular,any ofthe terms or provisions contained in this SupplementNo.7; (d)to permit the qualification of this Supplement No.7 under any federal statute now or hereafter in effect or under any state Blue Sky law',and,in connection therewith,if the Corporation so determines,to add to this Supplement No.7 or any supplemental indenture such other terms,conditions and provisions as may be permitted orrequired by such federal statute or Blue Sky law; (c)to add to the covenants and agreements of the Corporation in this Supplement No.7 other covenants and agreements thereafter to be observed by the Corporation or to surrender any right or power herein reserved to or conferred upon the Corporation; (f)to make any other change that,in the opinion of the Trustee,which may, but is not required to,rely upon one or more of affirmation of ratings by the Rating Agencies,certificatesofConsultants and Opinions ofCounsel for such purpose,shall not materially adversely affect thesecurity forthe Parity Obligations. C-2-53 2322 C-2-53 all Owners.The Master Trustee shall not,however,be subject to any liability io any Owner by reason of its failure to mail the notice required by this Section 603,and any such failure shall not affect the validity of such supplemental indenture when approved and consented toas provided in this Section 603. SECTION 604,EXCLUSION OF SERIES 2016A BONDS.Series 2016A Bonds owned or held by or for the account of the Corporation shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Series 2016A Bonds provided for in this Article VI,and the Corporation as Owner of such Series 2016A Bonds shall not be entitled to consent or take any other action provided for in this Article VI.At the time of any consent or other action taken under this Article VI,the Corporation shall furnish the Master Trustee an Officer's Certificate,upon which the Master Trustee may rely,describing all Series 2016A Bonds soto be excluded. SECTION 605.RESPONSIBILITIES OF MASTER TRUSTEE AND CORPORATION UNDERTHIS ARTICLE.The MasterTrustee and the Corporation shall be entitled to exercise their discretion in determining whether or not any proposed supplemental indenture or any term or provision therein contained is desirable,after considering the purposes ofsuch instrument,the needs of the Corporation,the rights and interests of the Owners,and the rights,obligations and interests ofthe Master Trustee. The Master Trustee shall be entitled to receive,and shall be fully protected in relying upon,the opinion of counsel approved by it,who may be Bond Counsel for the Corporation,as conclusiveevidence thatany such proposed supplemental indenture does or does not comply with the provisions ofthis Supplement No.7,and that it is or is not proper for it,under the provisions of this Article VI,to execute and deliver such supplemental indenture. (e)Upon the execution and delivery of any supplemental indenture pursuant to the provisions ofthis Section 603 or Section 602 hereof,this Supplement No.7 shall be and be deemed to be modified and amended in accordance therewith,and the respective rights,duties and obligations under this Supplement No.7 ofthe Corporation, the Master Trustee and all Owners shall thereafterbe determined,exercised and enforced in all respects pursuant to the provisions of this Supplement No.7,as so modified and amended. (d)If the Owners ofnot less than a majority in aggregate principal amount of the Series 2016A Bonds Outstanding at the time ofthe execution of such supplemental indenture have consented to and approved the execution and delivery thereof as herein provided,to the extent permitted by law,no Owner shall have any right to object to the execution and delivery ofsuch supplemental indenture,to object to any of the terms and provisions contained therein or the operation thereof,to question the propriety of the execution and delivery thereof,or enjoin orrestrain the Corporation or the Master Trustee from executing and delivering the same or from taking any action pursuant to the provisions thereof. (c)Whenever,at any time within three years after the date of the mailing of such notice,the Corporation shall deliver to the Master Trustee an instrument or instruments in writing purporting to be executed by the Owners of not less than a majority in aggregate principal amount ofSeries 2016A Bonds then Outstanding,which instrument or instruments shall refer to the proposed supplemental indenture described in such notice and shall specifically consent to and approve the execution and delivery thereofin substantially the form ofthe copy thereofreferred to in such notice,thereupon, but nototherwise,the Corporation and the Master Trustee may execute and deliver such supplemental indenture in substantially such form,without liability or responsibility to anyOwner,whetheror notsuch Owner shall haveconsented thereto. C-2-54 Asto the Corporation—(a) As to theMaster Trustee orBondRegistrar-(b) 24 25 C-2-54 ARTICLE VII QUALIFIED ESCROWFUNDS State Board ofAdministrationFinanceCorporation c/o StaleBoard ofAdministration ofthe State ofFlorida 1801 Hermitage Boulevard Tallahassee,Florida 32308 Attention:President Regions Bank 10245 CenturionParkway,2ndFloor Jacksonville,Florida32256 Attention:CorporateTrust Department ARTICLEVIII. MISCELLANEOUS PROVISIONS Any ofsuch addresses may be changed at any time upon written notice of such change sent by United States certified or registered mail,postage prepaid,to the other parties bytheparty effecting the change. Any such notice,demand or request may also be transmitted to the appropriate above-mentioned party by electronic mail or telephone and shall be deemed to be properly given or made atthe lime ofsuch transmission if,and only if,such transmission ofnotice shall be confirmed inwriting andsentas specified above. SECTION 801.MANNER OF GIVING NOTICE.All notices,demands and requests to be given toor made hereunder by the Corporation,the Master Trustee or the Bond Registrar shall begiven or made in writing and shall be deemed tobeproperly given or made if sent by United States certified or registered mail,return receipt requested,postage prepaid,addressedas follows: SECTION701.QUALIFIED ESCROW FUNDS Notwithstanding any provisions herein to the contrary,any and all moneys in the Series 2016A Bonds Proceeds Subaccount ofthe Pre-Event Parity Obligations Account in the Covered Events ReliefFund,the Series 2016A Subaccount of the InterestAccount of the Bond Fund,the Series 2016A Subaccount of the Principal Account of the Bond Fund and any other account or subaccount designated by the President or other authorized officer may be designated asQualified Escrow Funds asprovidedin the Master Trust Indenture pursuant to a certificate of the President or other authorized officer.In the event of such designation,such Qualified Escrow Funds shall be used solely to pay principal of, redemption premium,if any,and interest on such Series 2016A Bonds as may be designatedbythePresident or otherauthorized officeroftheCorporation. SECTION802.SUBSTITUTE NOTICE.If,because of the temporary or permanent suspension ofpostal service,the Corporation,the Master Trusteeor the Bond Registrar shall be unable to mail any notice required io be given by the provisions ofthis Supplement No.7,such party shall give notice in such other manner as in the judgment ofsuch party shall most effectively approximate mailing,and the giving ofnotice in such manner shall for all purposes of this Supplement No.7 be deemed to be in compliance withthe requirement for the mailing thereof. C-2-55 {SEAL) By: Presidet ATTEST: By: Acknowledged By: By:. 2726 C-2-55 on the next Business Day with the same force and effect as if done on the date provided inthis Supplement Nd.7. IN WITNESS WHEREOF,the Corporation and the Master Trustee havecaused this Supplement No.7 to be executed in their respective names by their respectiveduly authorized officers all asofthe date firstwritten above. STATE BOARD OF ADMINISTRATION FINANCE CORPORATION STATE BOARD OF ADMINISTRATION OFTHE STATE OF FLORIDA, acting as the governing bodyand administrator ofthe Florida Hurricane Catastrophe Fund REGIONS BANK,as Master Trustee Vice Presi^$andTritst Officer SECTION 808.PAYMENT DUE ON NON-BUSINESS DAYS.Inthe case of the Series 2016A Bonds,if the date for making any payment or the last day for performance of any act or the exercising ofany rightasprovided in this Supplement No. 7 is not a Business Day,such payment may be made or act performed or rightexercised SECTION 805.EFFECT OF COVENANTS:GOVERNING LAW.This SupplementNo.7 is executed anddelivered with the intent that die laws ofthe Stateshall govern this construction. ^ffxeqtiLive Director and Chief Investment Officer SECTION 809.MULTIPLE COUNTERPARTS.This Supplement No.7 may be executed in multiple counterparts,each of which shall be regarded for all purposes as an original,and such counterparts shall constitute but one and the same instrument. SECTION 804.EFFECT OF PARTIAL INVALIDITY.All covenants, stipulations,obligations and agreements ofthe Corporation contained in this Supplement No.7 shall be deemed to be covenants,stipulations,obligations and agreements of the Corporationto the full extent permitted by the Constitution and laws oftire State.In case any one or more of the provisions ofthis Supplement No.7 or the Series 2016A Bonds shall for any reason be held to be illegal or invalid,such illegality or invalidity shall not affect any other provisions of this Supplement No.7 or the Series 2016A Bonds,but this Supplement No.7and the Series 2016ABonds shall be construed and enforcedas ifsuch illegal or invalid provisions had not been contained therein.In case any covenant, stipulation,obligation or agreement contained in this Supplement No.7 or the Series 2016A Bonds shall for any reason be held to be in violation oflaw,then such covenant, stipulation,obligation or agreement shall be deemed to be the covenant,stipulation, obligation or agreement ofthe Corporation tothe full extent permitted by law. SECTION 807.FURTHER AUTHORITY.The officers,attorneys and other agents or employees of the Corporation are hereby authorized to do all acts and things required of them by this Supplement No.7 for the full,punctual and complete performance ofall oftheterms,covenants and agreements contained in the Series 2016A Bonds andthis SupplementNo.7. SECTION803.CORPORATION,MASTER TRUSTEE,BOND REGISTRAR AND OWNERS ALONE HAVE RIGHTS UNDER SUPPLEMENT NO.7.Except as herein otherwise expressly provided,nothing in this SupplementNo.7, express or implied,is intended or shall be construed to confer upon any person,firm or corporation,other than the Corporation,the Master Trustee,the Bond Registrar and the Owners,any right,remedy or claim,legal or equitable,under or by reason of this Supplement No.7 or any provision being intended to be and being for the sole and exclusive benefit of the Corporation,the Master Trustee,the Bond Registrar and the Owners. SECTION 806.HEADINGS.Any heading preceding the text of the several articles hereof,any table of contents or marginal notes appended to copies hereof,shall be solely for convenience ofreference and shall notconstitute a part ofthis Supplement No.7,norshall they affect its meaning,construction oreffect. [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C-3 FORM OF NINTH SUPPLEMENTAL INDENTURE [THIS PAGE INTENTIONALLY LEFT BLANK] NINTH SUPPLEMENTAL INDENTURE by and between STATE BOARD OF ADMINISTRATION FINANCE CORPORATION and REGIONS BANK (successor to Wells Fargo Bank, N.A.), as Master Trustee Dated as of May 1, 2024 Authorizing and Securing $1,000,000,000 State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 101. MEANING OF WORDS AND TERMS .............................................. 4 SECTION 102. RULES OF CONSTRUCTION ............................................................ 5 ARTICLE II AUTHORIZATION, FORM, ISSUANCE, DELIVERY AND REGISTRATION OF THE SERIES 2024A BONDS SECTION 201. LIMITATION ON ISSUANCE OF SERIES 2024A BONDS ............. 6 SECTION 202. FORM AND NUMBERING OF SERIES 2024A BONDS ................. 6 SECTION 203. DETAILS OF SERIES 2024A BONDS. .............................................. 6 SECTION 204. EXECUTION AND FORM OF SERIES 2024A BONDS. .................. 8 SECTION 205. EXCHANGE OF SERIES 2024A BONDS .......................................... 9 SECTION 206. NEGOTIABILITY AND REGISTRATION OF TRANSFER OF SERIES 2024A BONDS ........................................................... 9 SECTION 207. OWNERSHIP OF SERIES 2024A BONDS ...................................... 10 SECTION 208. AUTHORIZATION OF SERIES 2024A BONDS ............................. 11 ARTICLE III REDEMPTION OF SERIES 2024A BONDS SECTION 301. REDEMPTION OF SERIES 2024A BONDS .................................... 14 SECTION 302. NOTICE OF REDEMPTION ............................................................. 14 ARTICLE IV ESTABLISHMENT OF ACCOUNTS AND SUBACCOUNTS, APPLICATION OF NET RECEIPTS AND INVESTMENT OF FUNDS SECTION 401. ESTABLISHMENT OF ACCOUNTS AND SUBACCOUNTS ....... 17 SECTION 402. APPLICATION OF NET RECEIPTS ................................................ 17 SECTION 403. INVESTMENT OF MONEY ............................................................. 18 SECTION 404. PAYMENT OF PRINCIPAL AND INTEREST ................................ 19 SECTION 405. STATE COVENANT ......................................................................... 20 ARTICLE V THE MASTER TRUSTEE SECTION 501. ACCEPTANCE OF DUTIES BY MASTER TRUSTEE................... 21 C-3-1 ii ARTICLE VI AMENDMENT TO MASTER TRUST INDENTURE AND SUPPLEMENTAL INDENTURES SECTION 601. AMENDMENT TO MASTER TRUST INDENTURE, AND SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF OWNERS ................................................................................ 22 SECTION 602. MODIFICATION OF SUPPLEMENT NO. 9 WITH CONSENT OF OWNERS ............................................................ 22 SECTION 603. EXCLUSION OF SERIES 2024A BONDS ....................................... 24 SECTION 604. RESPONSIBILITIES OF MASTER TRUSTEE AND CORPORATION UNDER THIS ARTICLE ................................ 24 ARTICLE VII QUALIFIED ESCROW FUNDS SECTION 701. QUALIFIED ESCROW FUNDS ....................................................... 25 ARTICLE VIII. MISCELLANEOUS PROVISIONS SECTION 801. MANNER OF GIVING NOTICE ...................................................... 26 SECTION 802. SUBSTITUTE NOTICE ..................................................................... 26 SECTION 803. CORPORATION, MASTER TRUSTEE, BOND REGISTRAR AND OWNERS ALONE HAVE RIGHTS UNDER SUPPLEMENT NO. 9 .................................................................. 27 SECTION 804. EFFECT OF PARTIAL INVALIDITY .............................................. 27 SECTION 805. GOVERNING LAW ........................................................................... 27 SECTION 806. HEADINGS ........................................................................................ 27 SECTION 807. FURTHER AUTHORITY .................................................................. 27 SECTION 808. PAYMENT DUE ON NON-BUSINESS DAYS ............................... 27 SECTION 809. MULTIPLE COUNTERPARTS ........................................................ 28 Exhibit A Form of Series 2024A Bonds ............................................................ A-1 NINTH SUPPLEMENTAL INDENTURE THIS NINTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2024 ("Supplement No. 9"), by and between the State Board of Administration Finance Corporation, an instrumentality of the State of Florida (the "Corporation"), and Regions Bank (successor to Wells Fargo Bank, N.A.), a state banking corporation existing under the laws of the State of Alabama and having a corporate trust office in Jacksonville, Florida, which is authorized under such laws to exercise trust powers (the "Master Trustee"), WITNESSETH: WHEREAS, Section 215.555, Florida Statutes (the "Act") creates the Florida Hurricane Catastrophe Fund, a trust fund established for bond covenants, indentures or resolutions within the meaning of Section 19(f)(3), Article III of the Constitution of the State of Florida (the "FHCF"), and provides that the FHCF will be administered by the State Board of Administration of Florida (in its capacity as the administrator of the FHCF, the "State Board of Administration"); and WHEREAS, the Corporation has executed and delivered a Master Trust Indenture, dated as of June 1, 2006 (the "Master Trust Indenture" and as supplemented and amended, particularly as amended by the Seventh Supplemental Indenture, dated as of March 1, 2016, the "Master Indenture"), by and between the Corporation and the Master Trustee, which authorizes the Corporation to issue Parity Obligations (as defined in the Master Indenture) in accordance with the provisions thereof and hereof; and WHEREAS, the Corporation issued on July 6, 2006, a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $1,350,025,000 (the "Series 2006A Bonds") in accordance with the Master Indenture and a First Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by Hurricanes Dennis, Katrina, Rita and Wilma pursuant to reimbursement contracts for the Contract Year ended May 31, 2006, subject to the limitations on such reimbursements set forth in the Act, (ii) pay capitalized interest on the Series 2006A Bonds, (iii) make a deposit to the credit of the Parity Common Reserve Account, and (iv) pay certain expenses incurred in connection with the issuance of the Series 2006A Bonds; and WHEREAS, the Corporation issued on July 21, 2006, a series of Parity Obligations in the form of Bonds, designated for purposes of sale as notes, in the aggregate principal amount of $2,800,000,000 (the "Series 2006B Notes") in accordance with the Master Indenture and a Second Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) maximize the ability of the FHCF to meet future obligations, specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by C-3-2 2 any Covered Events (as defined in the Act) occurring in the Contract Year ended May 31, 2007 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act, (ii) pay capitalized interest on the Series 2006B Notes, and (iii) pay certain expenses incurred in connection with the issuance of the Series 2006B Notes; and WHEREAS, the Corporation issued in October 2007, a series of Parity Obligations in the form of Bonds, designated for purposes of sale as notes, in the aggregate principal amount of $3,500,000,000 (the "Series 2007A Notes"), in accordance with the Master Indenture and a Third Supplemental Indenture (the "Third Supplemental Indenture") for the purpose of providing funds, together with other available funds, to (i) maximize the ability of the FHCF to meet future obligations, specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ended May 31, 2008 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act, and (ii) pay certain expenses incurred in connection with the issuance of the Series 2007A Notes; and WHEREAS, the Corporation issued on July 31, 2008, a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $625,000,000 (the "Series 2008A Bonds"), in accordance with the Master Indenture and a Fourth Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) enable the FHCF to make additional reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by Hurricanes Dennis, Katrina, Rita and Wilma pursuant to reimbursement contracts for the Contract Year ended May 31, 2006, subject to the limitations on such reimbursements set forth in the Act, and (ii) pay certain expenses incurred in connection with the issuance of the Series 2008A Bonds; and WHEREAS, the Corporation issued on May 25, 2010, a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $675,920,000 (the "Series 2010A Bonds"), in accordance with the Master Indenture and a Fifth Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) enable the FHCF to make additional reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by Hurricanes Dennis, Katrina, Rita and Wilma pursuant to reimbursement contracts for the Contract Year ended May 31, 2006, subject to the limitations on such reimbursements set forth in the Act, (ii) pay capitalized interest on the Series 2010A Bonds, (iii) make a deposit to the credit of the Parity Common Reserve Account, and (iv) pay certain expenses incurred in connection with the issuance of the Series 2010A Bonds; and WHEREAS, the Corporation issued on April 23, 2013, a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $2,000,000,000 (the "Series 2013A Bonds"), in accordance with the Master Indenture and a Sixth Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) maximize the ability of the FHCF to meet future obligations, specifically to provide 3 funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ended May 31, 2014 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act, and (ii) pay certain expenses incurred in connection with the issuance of the Series 2013A Bonds; and WHEREAS, the Corporation issued on March 8, 2016, a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $1,200,000,000 (the "Series 2016A Bonds"), in accordance with the Master Indenture and a Seventh Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) maximize the ability of the FHCF to meet future obligations, specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ended May 31, 2016 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act, and (ii) and pay certain expenses incurred in connection with the issuance of the Series 2016A Bonds; and WHEREAS, the Corporation issued on September 16, 2020, a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $3,500,000,000 (the "Series 2020A Bonds"), in accordance with the Master Indenture and an Eighth Supplemental Indenture for the purpose of providing funds, together with other available funds, to (i) maximize the ability of the FHCF to meet future obligations, specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ended May 31, 2021 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act, and (ii) and pay certain expenses incurred in connection with the issuance of the Series 2020A Bonds; and WHEREAS, the Corporation has now determined to issue a series of Parity Obligations in the form of Bonds, in the aggregate principal amount of $1,000,000,000 (the "Series 2024A Bonds"), in accordance with the Master Indenture and this Supplement No. 9 for the purpose of providing funds, together with other available funds, to (i) maximize the ability of the FHCF to meet future obligations, specifically to provide funds to enable the FHCF to make reimbursement payments through the FHCF to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ending May 31, 2025 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act, and (ii) pay certain expenses incurred in connection with the issuance of the Series 2024A Bonds; and WHEREAS, the Series 2006A Bonds, the Series 2006B Notes, the Series 2007A Notes, the Series 2008A Bonds, the Series 2010A Bonds, the Series 2013A Bonds and the Series 2016A Bonds have been retired and the Series 2024A Bonds shall be issued on a parity basis with the Outstanding Series 2020A Bonds; and C-3-3 4 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 101. MEANING OF WORDS AND TERMS. Unless otherwise required by the context, words and terms used herein which are defined, or the definitions of which are incorporated by reference, in the Master Indenture or the form of the Series 2024A Bonds shall have the meanings assigned to them therein, and the following words and terms shall have the following meanings herein; provided that where the Master Indenture provides that a word or term defined in the Master Indenture may be modified by a Supplemental Indenture and such word or term is defined herein, the definition herein shall control: "Bond Counsel" means a firm of lawyers, selected by the Corporation, nationally recognized for legal expertise in matters relating to municipal bonds. "Bond Registrar" means the institution serving at the time as Master Trustee. "Closing" means the delivery of and payment for the Series 2024A Bonds. "Closing Date" means the date of the Closing. "Defaulted Interest" means Defaulted Interest as defined in Section 203 hereof. "Interest Payment Date" means each July 1 and January 1, the first interest payment date being January 1, 2025. "Make Whole Period" means the period between the date of redemption of the Series 2024A Bonds to be redeemed pursuant to Section 301(a) of this Supplement No. 9 and the maturity thereof. "Principal Payment Date" means July 1, 2034. "Regular Record Date" means the June 15 and December 15 next preceding each Interest Payment Date. "Series 2024A Account of the Costs of Issuance Fund" means the account created and designated by Section 401(c) hereof. "Series 2024A Bonds" means the State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable), issued pursuant to Section 208 of the Master Indenture and Section 208 of this Supplement No. 9. 5 "Series 2024A Subaccount of the Interest Account" means the subaccount created and so designated by Section 401(a) hereof. "Series 2024A Subaccount of the Principal Account" means the subaccount created and so designated by Section 401(b) hereof. "Special Record Date" means a date fixed by the Master Trustee for the payment of Defaulted Interest pursuant to Section 203 hereof. SECTION 102. RULES OF CONSTRUCTION. The Rule of Construction contained in the Master Indenture shall control the construction of this Supplement No. 9, mutatis mutandis, except as otherwise provided herein. C-3-4 6 ARTICLE II AUTHORIZATION, FORM, ISSUANCE, DELIVERY AND REGISTRATION OF THE SERIES 2024A BONDS SECTION 201. LIMITATION ON ISSUANCE OF SERIES 2024A BONDS. No Series 2024A Bonds may be issued under the provisions of this Supplement No. 9 except in accordance with the provisions of the Master Indenture and this Article. SECTION 202. FORM AND NUMBERING OF SERIES 2024A BONDS. The Series 2024A Bonds are issuable in fully registered form in denominations of $1,000 and any integral multiple thereof, shall be lettered "RA-", shall be numbered from 1 consecutively upward and shall be substantially in the form set forth in Exhibit A hereto and made a part hereof, with such appropriate variations, deletions and insertions as are permitted or required by the Master Indenture or this Supplement No. 9. SECTION 203. DETAILS OF SERIES 2024A BONDS. (a) The Series 2024A Bonds shall be dated the date of their delivery, shall bear interest until their payment, such interest to the maturity thereof being payable semiannually on each July 1 and January 1, the first interest payment date being January 1, 2025, at the rates and shall mature on July 1, 2034, all as set forth in Section 208 hereof. The Series 2024A Bonds shall be issued as Serial Bonds as provided in Section 208 hereof. (b) Each Series 2024A Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (i) authenticated upon an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) authenticated prior to the first Interest Payment Date, in which event it shall bear interest from its date; provided, however, that if at the time of authentication of any Series 2024A Bond interest is in default, such Series 2024A Bond shall bear interest from the date to which interest has been paid. (c) Both the principal of and the interest on the Series 2024A Bonds shall be payable in any coin or currency of the United States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof. The payment of interest on each Series 2024A Bond shall be made by the Bond Registrar on each Interest Payment Date to the person appearing on the registration books of the Bond Registrar as the Owner thereof as of the Regular Record Date (i) by check mailed to the Owner at his address as it appears on such registration books or (ii) by wire transfer to any Owner of Series 2024A Bonds in the aggregate principal amount of $1,000,000 or more that requests such method of payment and has furnished the necessary instructions and information to the Bond Registrar. Payment of the principal of all Series 2024A Bonds shall be made upon the presentation and surrender of such Series 2024A Bonds at the designated corporate trust office of the Bond Registrar as the same become due and payable (whether at maturity or by acceleration or otherwise). 7 (d) Any interest on any Series 2024A Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner; and such Defaulted Interest may be paid by the Corporation, at its election in each case, as provided in paragraph 1 or 2 below: (1) The Corporation may elect to make payment of any Defaulted Interest on the Series 2024A Bonds to the persons in whose names such Bonds (or their respective Predecessor Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Corporation shall notify the Master Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series 2024A Bond and the date of the proposed payment (which date shall be such as will enable the Master Trustee to comply with the next sentence hereof), and at the same time, the Corporation shall deposit with the Master Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Master Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subparagraph provided. Thereupon the Master Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be neither more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Master Trustee of the notice of the proposed payment. The Master Trustee shall promptly notify the Corporation of such Special Record Date and, in the name and at the expense of the Corporation, such expense to be paid from Gross Receipts or any moneys available to the Corporation for such purpose, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given by first-class mail, postage prepaid, to each Owner at such Owner's address as it appears in the registration books maintained under Section 206 hereof not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Series 2024A Bonds (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following paragraph (2). (2) The Corporation may make payment of any Defaulted Interest on the Series 2024A Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the C-3-5 8 Corporation to the Master Trustee of the proposed payment pursuant to this subparagraph, such payment shall be deemed practicable by the Master Trustee. Subject to the foregoing provisions of this Section 203, each Series 2024A Bond delivered under this Supplement No. 9 upon registration of, transfer of, in exchange for, or in lieu of any other Series 2024A Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series 2024A Bond and each such Bond shall bear interest from such date, so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 204. EXECUTION AND FORM OF SERIES 2024A BONDS. (a) The Series 2024A Bonds shall be signed by, or bear the facsimile signatures of, the President and the Secretary of the Corporation and the corporate seal of the Corporation shall be impressed, or a facsimile thereof printed, on the Series 2024A Bonds. In case any officer whose signature or a facsimile of whose signature appears on any Series 2024A Bonds ceases to be such officer before the delivery of such Bonds, such signature or such facsimile nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery, and any Series 2024A Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond are the proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. (b) The definitive Series 2024A Bonds are issuable as permitted or required by this Supplement No. 9. All Series 2024A Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to the applicable rules and regulations of any governmental authority or any securities exchange on which the Series 2024A Bonds may be listed or to any requirement of law with respect thereto. (c) The Series 2024A Bonds shall be issued by means of a book-entry system with no physical distribution of bond certificates to be made except as hereinafter provided. One bond certificate with respect to each date on which the Series 2024A Bonds are stated to mature, in the aggregate principal amount of the Series 2024A Bonds (provided that if the aggregate principal amount of any single maturity exceeds $500,000,000, separate bond certificates shall be issued for each $500,000,000 and any amount in excess thereof) stated to mature on such date and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), shall be issued and delivered as directed by DTC. The book-entry system shall evidence ownership of the Series 2024A Bonds in the principal amount of $1,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The principal of each Series 2024A Bond and interest with respect thereto shall be payable to Cede & Co. or any other person appearing in the registration books of the Corporation kept by the Bond Registrar as the Owner of such Series 2024A Bond or its registered assigns or legal representatives. Transfer of principal and interest payments to participants of DTC shall be the responsibility of DTC, 9 and transfer of principal and interest payments to beneficial owners of the Series 2024A Bonds by participants of DTC shall be the responsibility of such participants and other nominees of such beneficial owners. The Corporation, the Bond Registrar and the Master Trustee shall not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing records maintained by DTC, its participants or persons acting through such participants. (d) In the event that (i) DTC determines not to continue to act as Securities Depository for the Series 2024A Bonds or (ii) the Corporation determines that continuation of the book-entry system of evidence and transfer of ownership of the Series 2024A Bonds would adversely affect the interests of the beneficial owners of the Series 2024A Bonds, or (iii) an Event of Default shall occur with respect to the Series 2024A Bonds and is continuing and the beneficial owners of a majority in principal amount of the Series 2024A Bonds shall advise DTC to cease acting as Securities Depository, the Corporation shall discontinue the book-entry system with DTC. If the Corporation identifies another qualified Securities Depository to replace DTC, the Corporation shall make arrangements with DTC and such other Securities Depository to effect such replacement and deliver replacement bonds registered in the name of such other Securities Depository or its Securities Depository Nominee in exchange for the Outstanding Series 2024A Bonds, and the references to DTC or Cede & Co. in this Supplement No. 9 shall thereupon be deemed to mean such other Securities Depository or its Securities Depository Nominee. If the Corporation fails to identify another qualified Securities Depository to replace DTC, the Corporation shall deliver replacement bonds in the form of fully registered certificates in the denomination of $1,000 or any integral multiple thereof in exchange for the Outstanding Series 2024A Bonds as required by DTC. SECTION 205. EXCHANGE OF SERIES 2024A BONDS. (a) Series 2024A Bonds, upon surrender thereof at the designated corporate trust office of the Bond Registrar, together with an assignment duly executed by the Owner or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of Series 2024A Bonds of the same maturity, of any denomination or denominations authorized by this Supplement No. 9, bearing interest at the same rate and in the same form as the Series 2024A Bonds surrendered for exchange. (b) The Corporation shall make provision for the exchange of Series 2024A Bonds at the designated corporate trust office of the Bond Registrar. SECTION 206. NEGOTIABILITY AND REGISTRATION OF TRANSFER OF SERIES 2024A BONDS. (a) The institution at the time serving as Master Trustee under the Master Indenture shall be and is hereby appointed Bond Registrar for the Series 2024A Bonds under this Supplement No. 9. C-3-6 10 (b) The Bond Registrar shall keep books for the registration and the registration of transfer of Series 2024A Bonds as to which it is Bond Registrar as provided in this Supplement No. 9. The registration books shall be available at all reasonable times for inspection by the Corporation and any Owner of such Bonds and may be copied by either of the foregoing and their agents or representatives. (c) The Bond Registrar shall evidence acceptance of the duties, responsibilities and obligations of the Bond Registrar under this Supplement No. 9 by the execution of the certificate of authentication on the Series 2024A Bonds. (d) The transfer of any Series 2024A Bond may be registered only upon the books kept for the registration and registration of transfer of Series 2024A Bonds upon presentation thereof to the Bond Registrar together with an assignment duly executed by the Owner or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, in such form as shall be satisfactory to the Bond Registrar. No transfer of any Series 2024A Bond shall alter the ownership of such Bond for purposes of this Supplement No. 9 unless such transfer is registered with the Bond Registrar. Upon any such registration of transfer, the Corporation shall, if necessary, execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Series 2024A Bond or Series 2024A Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Supplement No. 9, in the aggregate principal amount equal to the principal amount of such Bond surrendered or exchanged, of the same maturity and bearing interest at the same rate. (e) In all cases in which Series 2024A Bonds shall be exchanged or the transfer of Series 2024A Bonds shall be registered hereunder, the Corporation shall, if necessary, execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Series 2024A Bonds in accordance with the provisions of this Supplement No. 9. All Series 2024A Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Bond Registrar. No service charge shall be made for any registration, transfer or exchange of Series 2024A Bonds, but the Corporation and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2024A Bonds. SECTION 207. OWNERSHIP OF SERIES 2024A BONDS. The Corporation, the Master Trustee, the Bond Registrar and any agent of the Corporation, the Master Trustee or the Bond Registrar, may treat the person in whose name any Series 2024A Bond is registered, including any Securities Depository Nominee, as the absolute Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond, and for all other purposes whatsoever, whether or not such Bond be overdue, and, to the extent permitted by law, neither the Corporation, the Master Trustee, the Bond Registrar nor any such agent shall be affected by notice to the contrary. 11 SECTION 208. AUTHORIZATION OF SERIES 2024A BONDS. There shall be issued under and secured by the Master Indenture and this Supplement No. 9 Series 2024A Bonds of the Corporation in the aggregate principal amount of One Billion and 00/100 Dollars ($1,000,000,000.00) for the purpose of providing funds, together with other available funds, to enable the FHCF to make additional reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by any Covered Events in the Contract Year ending May 31, 2025 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act. The Series 2024A Bonds shall be designated "State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable)". The Series 2024A Bonds are Pre-Event Parity Obligations and Pre- Event Bonds entitled to the benefits of the covenants and agreements in the Pledge Agreement, the Master Trust Indenture and this Supplement No. 9. The Series 2024A Bonds shall be stated to mature (subject to the right of prior redemption as provided in Article III hereof) on July 1, 2034, and shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months), payable semiannually on each July 1 and January 1, the first Interest Payment Date being January 1, 2025, until their maturity or earlier redemption, at the following rate: Year of Maturity (July 1) Principal Amount Interest Rate 2034 $1,000,000,000 5.526% The Series 2024A Bonds shall be executed substantially in the form and in the manner herein set forth and shall be deposited with the Bond Registrar for authentication, but before the Series 2024A Bonds shall be authenticated and delivered to the purchasers thereof, there shall be filed with the Master Trustee, in addition to the items required to be delivered to the Master Trustee pursuant to Section 208 of the Master Indenture, the following: (a) a copy, certified by an Authorized Officer of the State Board of Administration to be a true and correct copy, of the resolution of the State Board of Administration determining that the Series 2024A Bonds should be issued in the absence of a hurricane in order to maximize the ability of the FHCF to meet future obligations, as contemplated by the last sentence of Section 215.555(6)(a)1. of the Act; (b) a copy, certified by the Secretary of the Corporation to be a true and correct copy, of the Master Trust Indenture; (c) an executed counterpart of this Supplement No. 9; (d) a copy, certified by the Secretary of the Corporation to be a true and correct copy, of the Pledge Agreement; C-3-7 12 (e) a copy, certified by the Secretary of the Corporation to be a true and correct copy, of the resolution of the Corporation (which resolution may be incorporated in this Supplement No. 9), approving the award of the Series 2024A Bonds and directing the authentication and delivery of such Series 2024A Bonds to or upon the order of the underwriters therein named upon payment of the purchase price therein set forth, plus the accrued interest (if any) thereon; provided, however, that the final determination of any of the details of such Series 2024A Bonds, including the purchase price therefor, may be delegated by such resolution to one or more Authorized Officers of the Corporation to the extent set forth therein; (f) an Officer's Certificate of the Corporation (which may rely upon certificates or other documentation delivered by an Authorized Officer of the State Board of Administration) evidencing compliance with the requirements of Section 704 of the Master Indenture; (g) an opinion or opinions of special counsel to the Corporation to the effect that (1) this Supplement No. 9, the Master Indenture and the Pledge Agreement have each been duly and validly authorized, executed and delivered by the Corporation and are each valid and binding agreements of the Corporation enforceable in accordance with their respective terms, (2) no provision of the Master Indenture, this Supplement No. 9 or the Pledge Agreement results in or constitutes a default under any agreement, indenture or other instrument to which the Corporation is a party or by which the Corporation may be bound and of which such special counsel to the Corporation has knowledge, (3) the Corporation's execution and delivery of the Master Indenture, this Supplement No. 9 and the Pledge Agreement and execution and issuance of the Series 2024A Bonds are not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority not theretofore obtained or effected, and (4) the form, terms, execution, issuance and delivery of the Series 2024A Bonds have been duly and validly authorized by the Corporation; (h) an opinion or opinions of counsel to the State Board of Administration to the effect that (1) the Pledge Agreement has been duly and validly authorized, executed and delivered by the State Board of Administration, acting as the administrator of the FHCF, and is a valid and binding agreement of the FHCF enforceable in accordance with its terms, (2) the execution and delivery of the Pledge Agreement and compliance with the provisions on the part of the State Board of Administration contained therein will not, to the best knowledge of such counsel, constitute a material breach of or material default under any applicable constitutional provision, law, administrative regulation, judgment, decree, or any relevant loan agreement, indenture, bond, note, resolution, agreement or other relevant instrument to which the State Board of Administration is a party or to which the State Board of Administration or any of the property or assets of the FHCF is otherwise subject, which breach or default would materially adversely affect the ability of the State Board of Administration to perform its obligations under the Pledge Agreement, and (3) the State 13 Board of Administration's execution and delivery of the Pledge Agreement is not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority not theretofore obtained or effected; (i) an opinion of Bond Counsel relating to the Series 2024A Bonds; and (j) such other documents as are required to be delivered to the Master Trustee pursuant to this Supplement No. 9. When the documents mentioned in the Master Indenture and subparagraphs (a) through (j), inclusive, above shall have been filed with the Master Trustee, and when the Series 2024A Bonds shall have been executed and authenticated as required by this Supplement No. 9, the Series 2024A Bonds shall be delivered to or upon the order of the purchasers thereof, but only upon the deposit with the Master Trustee or the State Board of Administration, as the case may be, of the purchase price of the Series 2024A Bonds and the accrued interest, if any, thereon. Simultaneously with the Closing, the proceeds of the Series 2024A Bonds (net of Underwriters' discount of $2,396,283.43), which is equal to $997,603,716.57, together with $3,768,533.43 of other legally available funds of the FHCF, (i) $1,000,000,000.00 shall be deposited with the State Board of Administration, for the account of the FHCF, and be deposited to the credit of the Series 2024A Bonds Proceeds Subaccount of the Pre-Event Parity Obligations Account in the Covered Events Relief Fund established pursuant to Section 8 of the Pledge Agreement, and (ii) $1,372,250.00 shall be deposited with the Master Trustee into the Series 2024A Account of the Costs of Issuance Fund to pay or reimburse the Corporation for paying Costs of Issuance associated with the Series 2024A Bonds. C-3-8 14 ARTICLE III REDEMPTION OF SERIES 2024A BONDS SECTION 301. REDEMPTION OF SERIES 2024A BONDS. (a) The Series 2024A Bonds shall be subject to redemption on any date prior to January 1, 2034 by written direction of the Corporation, in whole or in part, on any Business Day, at a Redemption Price equal to the Make-Whole Redemption Price. The "Make-Whole Redemption Price" is the greater of (i) 100% of the principal amount of the Series 2024A Bonds to be redeemed; or (ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2024A Bonds to be redeemed, not including any interest accrued and unpaid as of the date on which the Series 2024A Bonds are to be redeemed, discounted to the date on which the Series 2024A Bonds are to be redeemed on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus fifteen (15) basis points; plus accrued and unpaid interest on the Series 2024A Bonds to be redeemed to the redemption date. The "Treasury Rate" is, as of any redemption date,(i) the time-weighted interpolated average yield to maturity, assuming a 360-day year consisting of twelve 30-day months, for a term equal to the Make Whole Period of the yields of the two U.S. Treasury nominal securities at "constant maturity" (as compiled and published in the Federal Reserve Statistical Release H.15 that is publicly available not less than two (2) Business Days nor more than 45 calendar days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data reasonably selected by the Corporation most nearly equal to the period from the redemption date to the maturity date of such Series 2024A Bonds) maturing immediately preceding and succeeding the Make Whole Period or (ii) if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded U.S. Treasury Securities adjusted to a constant maturity of one year. The Treasury Rate will be determined by the Corporation, and the Make-Whole Redemption Price shall be calculated by the Corporation and provided in writing to the Trustee. (b) The Series 2024A Bonds are subject to optional redemption in whole or in part, on or after January 1, 2034, at a Redemption Price equal to 100% of the principal amount of the Series 2024A Bonds to be redeemed, plus accrued interest to the redemption date. SECTION 302. NOTICE OF REDEMPTION. When redemption of Series 2024A Bonds is authorized pursuant to the provisions hereof, the Trustee shall give to the Owners of Series 2024A Bonds to be redeemed notice, at the expense of the Corporation, of the redemption of the Series 2024A Bonds. Notice of such redemption of the Series 2024A Bonds shall be given by mail, postage prepaid, not more than thirty (30) days or fewer than fifteen (15) days prior to said date of redemption, to the Owners of any Series 2024A Bonds to be redeemed. Such notice shall state: (i) the CUSIP numbers of all Series 15 2024A Bonds being redeemed, (ii) the original issue date of such Series 2024A Bonds, (iii) the maturity date and rate of interest borne by each Series 2024A Bond being redeemed, (iv) the redemption date, (v) the date on which such notice is mailed, (vi) if less than all Outstanding Series 2024A Bonds are to be redeemed, the bond number (and, in the case of a partial redemption of any Series 2024A Bond, the principal amount) of each Series 2024A Bond to be redeemed, (vii) that on such redemption date there shall become due and payable upon each Series 2024A Bond to be redeemed the Redemption Price or Make-Whole Redemption Price thereof, as applicable, or the Redemption Price or Make- Whole Redemption Price, as applicable, of the specified portions of the principal thereof in the case of Series 2024A Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, and (viii) that the Series 2024A Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment at the designated corporate trust office of the Trustee at an address specified. Any such notice may be a conditional notice. In the event the conditions stated in such a notice have not been satisfied on the proposed redemption date, such redemption shall not occur and such notice shall be of no further force or effect. Such mailing shall not be a condition precedent to such redemption, and failure to mail any such notice, or any defect in such notice as mailed, shall not affect the validity of the proceedings for the redemption of the Series 2024A Bonds for which proper notice was given. In the case of redemption of the Series 2024A Bonds, the Corporation will select the Series 2024A Bonds to be redeemed. If the Series 2024A Bonds are not registered in book-entry only form, any redemption of less than all of the Series 2024A Bonds shall be effected by the Bond Registrar among owners on a pro-rata basis subject to minimum authorized denominations. The particular Series 2024A Bonds to be redeemed shall be determined by the Bond Registrar, using such method as it shall deem fair and appropriate. If the Series 2024A Bonds are registered in book-entry only form and so long as DTC is the sole registered owner of the Series 2024A Bonds, if less than all of the Series 2024A Bonds are called for prior redemption, the particular Series 2024A Bonds or portions thereof to be redeemed shall be selected on a "Pro Rata Pass-Through Distribution of Principal" basis in accordance with DTC procedures; provided that, so long as the Series 2024A Bonds are held in book-entry form, the selection for redemption of such Series 2024A Bonds shall be made in accordance with the operational arrangements of DTC then in effect that currently provide for adjustment of the principal by a factor provided by the Bond Registrar pursuant to DTC operational arrangements. If the Bond Registrar does not provide the necessary information and identify the redemption as on a Pro Rata Pass- Through Distribution of Principal basis, the Series 2024A Bonds will be selected for redemption in accordance with DTC procedures by lot. It is the Corporation's intent that redemption allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the Corporation and the Beneficial Owners be made on a "Pro Rata Pass-Through Distribution of Principal" basis as described above. However, the Corporation can provide no assurance that DTC, the DTC Participants or any other C-3-9 16 intermediaries will allocate redemptions among Beneficial Owners on such basis. If the DTC operational arrangements do not allow for the redemption of the Series 2024A Bonds on a Pro Rata Pass-Through Distribution of Principal basis as discussed above, then the Series 2024A Bonds will be selected for redemption in accordance with DTC procedures by lot. 17 ARTICLE IV ESTABLISHMENT OF ACCOUNTS AND SUBACCOUNTS, APPLICATION OF NET RECEIPTS AND INVESTMENT OF FUNDS SECTION 401. ESTABLISHMENT OF ACCOUNTS AND SUBACCOUNTS. The following account and subaccounts are hereby established: (a) Series 2024A Subaccount of the Interest Account of the Bond Fund; (b) Series 2024A Subaccount of the Principal Account of the Bond Fund; and (c) Series 2024A Account of the Costs of Issuance Fund. The account and subaccounts mentioned above shall be established with and held by the Master Trustee pursuant to the Master Indenture and this Supplement No. 9 for the benefit of the Owners of the Series 2024A Bonds. SECTION 402. APPLICATION OF NET RECEIPTS. On or before the dates set forth below, so long as any of the Series 2024A Bonds are Outstanding, the Master Trustee shall withdraw, immediately following any withdrawal required by Section 503(b) of the Master Trust Indenture, from the Reimbursement Premiums Account in the Revenue Fund and, subsequent to such withdrawal, from the Pre-Event Bonds Investment Income Account, the Derivative Agreements Account or any other account or subaccount established in the Revenue Fund (other than the Emergency Assessments Account) in the order specified below, the amounts necessary to make the deposits or payments required by Sections 503(c)(iii) and 504 of the Master Trust Indenture, and, if and to the extent that the amounts on deposit to the credit of the Reimbursement Premiums Account, the Pre- Event Bonds Investment Income Account, the Derivative Agreements Account or any other account or subaccount established in the Revenue Fund are insufficient to make such deposits or payments, the Master Trustee shall withdraw from the Emergency Assessments Account in the Revenue Fund the amounts necessary to satisfy such deposits or payments; provided, however, in the case of the Series 2024A Bonds, the Master Trustee shall draw first from the Reimbursement Premiums Account, then from the Pre-Event Bonds Investment Income Account and then from the Series 2024A Bonds Proceeds Subaccount of the Pre-Event Parity Obligations Account in the Covered Events Relief Fund, prior to making any withdrawal from any of such other Accounts or any other account or subaccount, and the Master Trustee shall apply such amounts to the various subaccounts specified herein in the following order: (a) into the Series 2024A Subaccount of the Interest Account, on the Business Day immediately preceding each Interest Payment Date, an amount equal to the interest payable on the Series 2024A Bonds on such Interest Payment Date; and C-3-10 18 (b) into the Series 2024A Subaccount of the Principal Account, on the Business Day immediately preceding each Principal Payment Date, an amount equal to the principal of the Series 2024A Bonds coming due on such Principal Payment Date. SECTION 403. INVESTMENT OF MONEY. (a) Money held for the credit of the subaccounts established hereunder on deposit with the Master Trustee shall be continuously invested and reinvested by the Master Trustee, at the written direction of the Corporation, in Investment Obligations to the extent practicable. Any such Investment Obligations shall mature not later than the respective dates when the money held for the credit of such subaccounts will be required for the purposes intended. No Investment Obligations in any such subaccount may mature beyond the latest maturity date of any Series 2024A Bonds Outstanding at the time such Investment Obligations are deposited. (b) Investment Obligations acquired with money in or credited to any subaccount established hereunder shall be deemed at all times to be part of such subaccount. Any loss realized upon the disposition or maturity of such Investment Obligations shall be charged against such subaccount. The interest accruing on any such Investment Obligations and any profit realized upon the disposition or maturity of such Investment Obligations to the credit of such subaccounts shall be credited to such respective subaccounts. (c) Any such interest accruing and any such profit realized from the subaccounts established hereunder shall be transferred upon the receipt thereof by the Corporation or the Master Trustee, as the case may be, pursuant to the provisions of the Master Indenture and this Supplement No. 9. (d) An Authorized Officer of the Corporation shall give to the Master Trustee written directions respecting the investment of any money required to be invested hereunder; subject, however, to the provisions of this Section 403, and the Master Trustee shall then invest such money in Investment Obligations as so directed. The Master Trustee may request in writing additional directions or authorization from an Authorized Officer of the Corporation with respect to the proposed investment of money. Upon receipt of such directions, the Master Trustee shall invest, subject to the provisions of this Section 403, such money in accordance with such directions. (e) The Master Trustee shall sell at the fair market price or, acting in a commercially reasonable manner, reduce to cash a sufficient amount of such Investment Obligations whenever it is necessary to do so in order to provide money to make any payment from any such subaccount. The Master Trustee shall not be liable or responsible for any loss resulting from any such investment. (f) Whenever a transfer of money between two or more of the subaccounts is permitted or required, such transfer may be made as a whole or value determined at the time of such transfer in accordance with Article VI of the Master Indenture; provided that 19 the Investment Obligations transferred are those in which money of the receiving subaccount could be invested at the date of such transfer. SECTION 404. PAYMENT OF PRINCIPAL AND INTEREST. (a) The Corporation covenants that it will promptly pay the principal of and the interest on every Series 2024A Bond issued under the provisions of this Supplement No. 9 at the places, on the dates and in the manner provided herein and in the Series 2024A Bonds, according to the true intent and meaning thereof and in accordance with the provisions of the Master Indenture and this Supplement No. 9. The Series 2024A Bonds shall constitute Bonds and Parity Obligations under the Master Indenture and shall be secured by the trust estate set forth in the Master Indenture. The Corporation further covenants that it will faithfully perform at all times all of its covenants, undertakings and agreements contained in this Supplement No. 9 and the Master Indenture, or in any Series 2024A Bond executed, authenticated and delivered hereunder or in any proceedings of the Corporation pertaining thereto. The Corporation represents and covenants that it is duly authorized under the Constitution and laws of the State, particularly the Act, to issue the Series 2024A Bonds authorized hereby and to pledge the Net Receipts in the manner and to the extent in the Master Indenture set forth; that all action on its part for the issuance of the Series 2024A Bonds has been duly and effectively taken; and that such Series 2024A Bonds in the hands of the Owners thereof are and will be valid and binding special obligations of the Corporation payable according to their terms. (b) Subject to the provisions of Sections 503 and 504 of the Master Indenture, on the Business Day preceding each Interest Payment Date or Interest Payment Date and Principal Payment Date, the Master Trustee shall first set aside an amount sufficient to pay the interest on the Series 2024A Bonds becoming due and payable on such Interest Payment Date, and then an amount sufficient to pay the principal of the Series 2024A Bonds becoming due and payable on such Principal Payment Date, and shall make payments as provided herein and in the forms of the Series 2024A Bonds. (c) At such time as to enable the Bond Registrar to make payments of interest on the Series 2024A Bonds in accordance with Section 203(c) hereof, the Master Trustee shall withdraw from the Series 2024A Subaccount of the Interest Account and make available to the Bond Registrar the amounts required to pay interest on the Series 2024A Bonds on the next succeeding Interest Payment Date. At such time as to enable the Bond Registrar to make payments of principal of the Series 2024A Bonds, the Master Trustee shall withdraw from the Series 2024A Subaccount of the Principal Account the amount required to pay the principal on the Series 2024A Bonds on the Principal Payment Date and make the same available to the Bond Registrar for the payment of the Series 2024A Bonds in accordance with the provisions of Section 203(c) hereof and in the manner provided in the form of the Series 2024A Bonds. (d) The Series 2024A Bonds shall not be secured by the Parity Common Reserve Account or any Special Reserve Account. C-3-11 20 SECTION 405. STATE COVENANT. The Corporation acknowledges that Section 708 of the Master Indenture constitutes an important security provision of the Series 2024A Bonds, and confirms that the acknowledgement set forth in this Section 405 has been included as a result of negotiations with the underwriters of the Series 2024A Bonds. 21 ARTICLE V THE MASTER TRUSTEE SECTION 501. ACCEPTANCE OF DUTIES BY MASTER TRUSTEE. The Master Trustee by execution hereof accepts and agrees to perform the duties and fulfill the trusts imposed upon it by this Supplement No. 9. C-3-12 22 ARTICLE VI AMENDMENT TO MASTER TRUST INDENTURE AND SUPPLEMENTAL INDENTURES SECTION 601. AMENDMENT TO MASTER TRUST INDENTURE, AND SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF OWNERS. The Corporation and the Master Trustee may, from time to time and at any time, without the consent of or notice to any of the Owners of the Series 2024A Bonds, execute and deliver such indentures supplemental hereto (which supplemental indentures shall thereafter form a part hereof) as shall be substantially consistent with the terms and provisions of this Supplement No. 9: (a) to cure any ambiguity or formal defect or omission, to correct or supplement any provision herein that may be inconsistent with any other provision herein, to make any other provisions with respect to matters or questions arising under this Supplement No. 9 or to modify, alter, amend, add to or rescind, in any particular order, any of the terms or provisions contained in this Supplement No. 9; (b) to grant or to confer upon the Master Trustee for the benefit of the Owners any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners or the Master Trustee; (c) to add to the covenants and agreements of the Corporation in this Supplement No. 9 other covenants and agreements thereafter to be observed by the Corporation or to surrender any right or power herein reserved to or conferred upon the Corporation; (d) to permit the qualification of this Supplement No. 9 under any federal statute now or hereafter in effect or under any state Blue Sky law, and, in connection therewith, if the Corporation so determines, to add to this Supplement No. 9 or any supplemental indenture such other terms, conditions and provisions as may be permitted or required by such federal statute or Blue Sky law; (e) to provide for the issuance of Series 2024A Bonds in bearer form; or (f) to make any other change that, in the opinion of the Trustee, which may, but is not required to, rely upon one or more of affirmation of ratings by the Rating Agencies, certificates of Consultants and Opinions of Counsel for such purpose, shall not materially adversely affect the security for the Parity Obligations. SECTION 602. MODIFICATION OF SUPPLEMENT NO. 9 WITH CONSENT OF OWNERS. (a) Subject to the terms and provisions contained in this Section 602, and not otherwise, the Owners of not less than a majority in aggregate principal amount of the Series 2024A Bonds then Outstanding shall have the right, from time to time, anything contained in this Supplement No. 9 to the contrary notwithstanding, 23 to consent to and approve the adoption by the Corporation and the acceptance by the Master Trustee of such supplemental indentures as shall be deemed necessary or desirable by the Corporation for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Supplement No. 9 or in any supplemental indenture hereto; provided, however, that nothing herein contained shall permit, or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Series 2024A Bond without the consent of the Owner of such Series 2024A Bond, (b) a reduction in the principal amount of any Series 2024A Bond or the rate of interest on any Series 2024A Bond without the consent of the Owner of such Series 2024A Bond, (c) the creation of a pledge of Net Receipts other than the lien and pledge created by the Master Indenture without the consent of the Owners of all Series 2024A Bonds, (d) a preference or priority of any Series 2024A Bond over any other Series 2024A Bond without the consent of the Owners of all Series 2024A Bonds, or (e) a reduction in the aggregate principal amount of Series 2024A Bonds required for consent to such supplemental indenture without the consent of the Owners of all Series 2024A Bonds. Nothing herein contained, however, shall be construed as making necessary the approval by the Owners of the execution and delivery of any supplemental indenture as authorized in Section 601 hereof. (b) The Master Trustee shall, at the expense of the Corporation, such expense to be paid from Gross Receipts or from any other available moneys, cause notice of the proposed execution and delivery of such supplemental indenture to be mailed, first class, postage prepaid, to all Owners of the Series 2024A Bonds. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate trust office of the Master Trustee for inspection by all Owners. The Master Trustee shall not, however, be subject to any liability to any Owner by reason of its failure to mail the notice required by this Section 602, and any such failure shall not affect the validity of such supplemental indenture when approved and consented to as provided in this Section 602. (c) Whenever, at any time within three years after the date of the mailing of such notice, the Corporation shall deliver to the Master Trustee an instrument or instruments in writing purporting to be executed by the Owners of not less than a majority in aggregate principal amount of Series 2024A Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental indenture described in such notice and shall specifically consent to and approve the execution and delivery thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Corporation and the Master Trustee may execute and deliver such supplemental indenture in substantially such form, without liability or responsibility to any Owner, whether or not such Owner shall have consented thereto. (d) If the Owners of not less than a majority in aggregate principal amount of the Series 2024A Bonds Outstanding at the time of the execution of such supplemental C-3-13 24 indenture have consented to and approved the execution and delivery thereof as herein provided, to the extent permitted by law, no Owner shall have any right to object to the execution and delivery of such supplemental indenture, to object to any of the terms and provisions contained therein or the operation thereof, to question the propriety of the execution and delivery thereof, or enjoin or restrain the Corporation or the Master Trustee from executing and delivering the same or from taking any action pursuant to the provisions thereof. (e) Upon the execution and delivery of any supplemental indenture pursuant to the provisions of this Section 602 or Section 601 hereof, this Supplement No. 9 shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Supplement No. 9 of the Corporation, the Master Trustee and all Owners shall thereafter be determined, exercised and enforced in all respects pursuant to the provisions of this Supplement No. 9, as so modified and amended. SECTION 603. EXCLUSION OF SERIES 2024A BONDS. Series 2024A Bonds owned or held by or for the account of the Corporation shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Series 2024A Bonds provided for in this Article VI, and the Corporation as Owner of such Series 2024A Bonds shall not be entitled to consent or take any other action provided for in this Article VI. At the time of any consent or other action taken under this Article VI, the Corporation shall furnish the Master Trustee an Officer's Certificate, upon which the Master Trustee may rely, describing all Series 2024A Bonds so to be excluded. SECTION 604. RESPONSIBILITIES OF MASTER TRUSTEE AND CORPORATION UNDER THIS ARTICLE. The Master Trustee and the Corporation shall be entitled to exercise their discretion in determining whether or not any proposed supplemental indenture or any term or provision therein contained is desirable, after considering the purposes of such instrument, the needs of the Corporation, the rights and interests of the Owners, and the rights, obligations and interests of the Master Trustee. The Master Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of counsel approved by it, who may be Bond Counsel for the Corporation, as conclusive evidence that any such proposed supplemental indenture does or does not comply with the provisions of this Supplement No. 9, and that it is or is not proper for it, under the provisions of this Article VI, to execute and deliver such supplemental indenture. 25 ARTICLE VII QUALIFIED ESCROW FUNDS SECTION 701. QUALIFIED ESCROW FUNDS. Notwithstanding any provisions herein to the contrary, any and all moneys in the Series 2024A Bonds Proceeds Subaccount of the Pre-Event Parity Obligations Account in the Covered Events Relief Fund, the Series 2024A Subaccount of the Interest Account of the Bond Fund, the Series 2024A Subaccount of the Principal Account of the Bond Fund and any other account or subaccount designated by the President or other authorized officer may be designated as Qualified Escrow Funds as provided in the Master Trust Indenture pursuant to a certificate of the President or other authorized officer. In the event of such designation, such Qualified Escrow Funds shall be used solely to pay principal of, redemption premium, if any, and interest on such Series 2024A Bonds as may be designated by the President or other authorized officer of the Corporation. C-3-14 26 ARTICLE VIII. MISCELLANEOUS PROVISIONS SECTION 801. MANNER OF GIVING NOTICE. All notices, demands and requests to be given to or made hereunder by the Corporation, the Master Trustee or the Bond Registrar shall be given or made in writing and shall be deemed to be properly given or made if sent by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: (a) As to the Corporation-- State Board of Administration Finance Corporation c/o State Board of Administration of Florida 1801 Hermitage Boulevard Tallahassee, Florida 32308 Attention: President (b) As to the Master Trustee or Bond Registrar-- Regions Bank 10245 Centurion Parkway, 2nd Floor Jacksonville, Florida 32256 Attention: Corporate Trust Department Any such notice, demand or request may also be transmitted to the appropriate above-mentioned party by electronic mail and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. Any of such addresses may be changed at any time upon written notice of such change sent by United States certified or registered mail, postage prepaid, to the other parties by the party effecting the change. SECTION 802. SUBSTITUTE NOTICE. If, because of the temporary or permanent suspension of postal service, the Corporation, the Master Trustee or the Bond Registrar shall be unable to mail any notice required to be given by the provisions of this Supplement No. 9, such party shall give notice in such other manner as in the judgment of such party shall most effectively approximate mailing, and the giving of notice in such manner shall for all purposes of this Supplement No. 9 be deemed to be in compliance with the requirement for the mailing thereof. 27 SECTION 803. CORPORATION, MASTER TRUSTEE, BOND REGISTRAR AND OWNERS ALONE HAVE RIGHTS UNDER SUPPLEMENT NO. 9. Except as herein otherwise expressly provided, nothing in this Supplement No. 9, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Corporation, the Master Trustee, the Bond Registrar and the Owners, any right, remedy or claim, legal or equitable, under or by reason of this Supplement No. 9 or any provision being intended to be and being for the sole and exclusive benefit of the Corporation, the Master Trustee, the Bond Registrar and the Owners. SECTION 804. EFFECT OF PARTIAL INVALIDITY. All covenants, stipulations, obligations and agreements of the Corporation contained in this Supplement No. 9 shall be deemed to be covenants, stipulations, obligations and agreements of the Corporation to the full extent permitted by the Constitution and laws of the State. In case any one or more of the provisions of this Supplement No. 9 or the Series 2024A Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Supplement No. 9 or the Series 2024A Bonds, but this Supplement No. 9 and the Series 2024A Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in this Supplement No. 9 or the Series 2024A Bonds shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Corporation to the full extent permitted by law. SECTION 805. GOVERNING LAW. This Supplement No. 9 is executed and delivered with the intent that the laws of the State shall govern this construction. SECTION 806. HEADINGS. Any heading preceding the text of the several articles hereof, any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Supplement No. 9, nor shall they affect its meaning, construction or effect. SECTION 807. FURTHER AUTHORITY. The officers, attorneys and other agents or employees of the Corporation are hereby authorized to do all acts and things required of them by this Supplement No. 9 for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2024A Bonds and this Supplement No. 9. SECTION 808. PAYMENT DUE ON NON-BUSINESS DAYS. In the case of the Series 2024A Bonds, if the date for making any payment or the last day for performance of any act or the exercising of any right as provided in this Supplement No. 9 is not a Business Day, such payment may be made or act performed or right exercised on the next Business Day with the same force and effect as if done on the date provided in this Supplement No. 9. C-3-15 28 SECTION 809. MULTIPLE COUNTERPARTS. This Supplement No. 9 may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Corporation and the Master Trustee have caused this Supplement No. 9 to be executed in their respective names by their respective duly authorized officers all as of the date first written above. [Signature pages follow] S-1 [Signature page to Ninth Supplemental Indenture] STATE BOARD OF ADMINISTRATION FINANCE CORPORATION (SEAL) By: President ATTEST: Secretary C-3-16 S-2 [Signature page to Ninth Supplemental Indenture] REGIONS BANK, as Master Trustee By: Vice President S-3 [Signature page to Ninth Supplemental Indenture] Acknowledged By: STATE BOARD OF ADMINISTRATION OF FLORIDA, acting as the administrator of the Florida Hurricane Catastrophe Fund By: Interim Executive Director and Chief Investment Officer C-3-17 A-1 EXHIBIT A FORM OF SERIES 2024A BONDS RA- $_____________ UNITED STATES OF AMERICA STATE OF FLORIDA STATE BOARD OF ADMINISTRATION FINANCE CORPORATION REVENUE BOND, SERIES 2024A (TAXABLE) Interest Rate Maturity Date CUSIP 5.526% July 1, 2034 341271AH7 State Board of Administration Finance Corporation (the "Corporation"), an instrumentality of the State of Florida, for value received, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to CEDE & CO. or registered assigns or legal representative (the "Owner"), on the Maturity Date set forth above, upon the presentation and surrender hereof, at the designated corporate trust office of Regions Bank (successor to Wells Fargo Bank, N.A.), in Jacksonville, Florida (the "Bond Registrar"), the principal sum of__________________ DOLLARS ($______________). The Corporation also promises to pay, but solely from said sources, interest on this bond (calculated on the basis of a 360-day year consisting of twelve 30-day months) from the interest payment date next preceding the date on which it is authenticated, unless it is authenticated on an interest payment date, in which event it shall bear interest from such interest payment date, or it is authenticated prior to January 1, 2025 in which event it shall bear interest from its date, payable semiannually on each January 1 and July 1, the first interest payment date being January 1, 2025, at the Interest Rate per annum set forth above until the principal sum hereof is paid. The interest so payable and punctually paid or duly provided for on any interest payment date will be paid to the person in whose name this bond (or one or more Predecessor Bonds, as defined in the Master Indenture hereinafter defined) is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month preceding the calendar month in which an interest payment date occurs. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Owner on such Regular Record Date, and may be paid to the person in whose name this bond is registered at the close of business on a Special Record Date (as defined in the Master Indenture) for the payment of such defaulted interest to be fixed by the Master Trustee (hereinafter mentioned), notice whereof being given to such Owners not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2024A Bonds (hereinafter mentioned) may be listed and upon such notice as may be required by such exchange, or as more fully provided in the Master Indenture. All such A-2 payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. This bond is one of a duly authorized series of revenue bonds of the Corporation, designated "State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable)" (the "Series 2024A Bonds"), issued under and pursuant to the Constitution and laws of the State of Florida, including Section 215.555, Florida Statutes (the "Act"), a Master Trust Indenture, dated as of June 1, 2006 (as amended and supplemented, the "Master Indenture"), by and between the Corporation and Regions Bank (successor to Wells Fargo Bank, N.A.), Jacksonville, Florida, as master trustee (the "Master Trustee"), and the Ninth Supplemental Indenture, dated as of May 1, 2024 ("Supplement No. 9"), by and between the Corporation and the Master Trustee. The Master Trustee is also the Bond Registrar for the Series 2024A Bonds. The Series 2024A Bonds are being issued for the purpose of providing funds, together with other available funds, to enable the FHCF to make reimbursement payments through the FHCF to participating insurers of reimbursable losses caused by any Covered Events occurring in the Contract Year ending May 31, 2025 or any subsequent Contract Year, subject to the limitations on such reimbursements set forth in the Act. The Series 2024A Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in Supplement No. 9. One bond certificate with respect to each date on which the Series 2024A Bonds are stated to mature, in the aggregate principal amount of the Series 2024A Bonds (provided that with respect to the aggregate principal amount of any single maturity in excess of $500,000,000, separate bond certificates are being issued for each $500,000,000 and any amount in excess thereof) stated to mature on such date and registered in the name of Cede & Co., a nominee of The Depository Trust Company ("DTC"), is being issued and required to be deposited with DTC and immobilized in its custody. The book-entry system will evidence ownership of the Series 2024A Bonds in the principal amount of $1,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. Transfer of principal and interest payments to beneficial owners of the Series 2024A Bonds by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. The Corporation will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. While Cede & Co. is the Owner of this bond, notwithstanding the provisions hereinabove contained, payments of principal of and interest on this bond shall be made in accordance with the existing arrangements between the Bond Registrar and DTC. The Corporation, the State Board of Administration, acting as the administrator of the FHCF, and the Master Trustee have entered into a Pledge and Security Agreement, dated as of June 1, 2006, as amended (the "Pledge Agreement"), pursuant to which the C-3-18 A-3 State Board of Administration has pledged to the Corporation all of the right, title and interest of the FHCF in and to the Pledged Collateral (as defined in the Pledge Agreement), and has agreed to transfer directly to the Master Trustee the Pledged Collateral in such amounts and at such times as are required to provide for the timely payment of the principal of and interest on the Series 2024A Bonds. The Series 2024A Bonds are special obligations of the Corporation secured by a pledge, security interest in and lien upon the Net Receipts (as defined in the Master Indenture) and an assignment of the Corporation's right, title and interest in and to the Pledge Agreement (subject to the reservation of certain rights of the Corporation). The Corporation is not obligated to pay the principal of or the interest on the Series 2024A Bonds except as provided in the Master Indenture from Net Receipts, and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof is pledged to the payment of the principal of and the interest on the Series 2024A Bonds. The Corporation has no taxing power. The Master Indenture provides for the issuance from time to time under the conditions, limitations and restrictions therein set forth of additional bonds and Parity Debt (as defined in the Master Indenture) secured on a parity as to the pledge of Net Receipts with the Series 2024A Bonds. The Series 2024A Bonds are being issued on parity under the Master Indenture with the Corporation's Outstanding Revenue Bonds, Series 2020A. The Master Indenture provides for the creation of a special fund designated "Florida Hurricane Catastrophe Fund Finance Corporation Bond Fund" (the "Bond Fund"). Pursuant to Supplement No. 9, special subaccounts have been created within the certain accounts of the Bond Fund with respect to the Series 2024A Bonds (the "Subaccounts"), which Subaccounts are charged with the payment of the principal of and the interest on the Series 2024A Bonds. Supplement No. 9 also provides for the deposit of Net Receipts to the credit of the Subaccounts to the extent and in the manner provided in the Master Indenture. The Series 2024A Bonds shall be subject to redemption prior to maturity by written direction of the Corporation, in whole or in part, on any Business Day, at the applicable Redemption Price, as set forth in Supplement No. 9. Notice of any such redemption shall be given by mail, postage prepaid, not more than 30 days or fewer than 15 days prior to said date of redemption, to the Owners of any Series 2024A Bonds to be redeemed. Such notice shall specify, among other things: (1) that the whole or a designated portion of this Series 2024A Bond is to be redeemed, (2) the date of redemption, and (3) the place or places where the redemption will be made. Any such notice may be a conditional notice. In the event the conditions stated in such a notice have not been satisfied on the proposed redemption date, such redemption shall not occur and such notice shall be of no further force or effect. A-4 Under the Master Indenture, in certain events of default, on the conditions, in the manner and with the effect, the principal of all Parity Obligations then outstanding may be declared to be and become due and payable prior to the stated maturities thereof, together with the interest accrued thereon. Reference is made to the Master Indenture, Supplement No. 9 and the Pledge Agreement for a more complete statement of the provisions thereof and of the rights of the Corporation, the Master Trustee and the Owners of the Series 2024A Bonds. Copies of the Master Indenture, Supplement No. 9 and the Pledge Agreement shall be available for inspection by any Owner of the Bonds at all reasonable times at the designated corporate trust office of the Master Trustee. By the purchase and acceptance of this bond, the Owner hereof signifies assent to all of the provisions of the Master Indenture, Supplement No. 9 and the Pledge Agreement. At the designated corporate trust office of the Bond Registrar, in the manner and subject to the conditions provided in the Master Indenture, Series 2024A Bonds may be exchanged for an equal aggregate principal amount of Series 2024A Bonds of the same series and maturity, of authorized denominations and bearing interest at the same rate. The Bond Registrar shall keep at its designated corporate trust office books for the registration of transfer of the Series 2024A Bonds. The transfer of this bond may be registered only upon such books and as otherwise provided in the Master Indenture upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the Owner hereof or such Owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new Series 2024A Bond or Bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the principal amount of this bond, of the same series and maturity and bearing interest at the same rate. This bond, notwithstanding the provisions for registration of transfer stated herein and contained in the Master Indenture and Supplement No. 9, at all times shall be, and shall be understood to be, an investment security within the meaning of and for all the purposes of the Uniform Commercial Code of Florida. This bond is issued with the intent that the laws of the State of Florida shall govern its construction. Modifications or alterations of the Master Indenture and Supplement No. 9 or in any supplemental indenture thereto may be made only to the extent and in the circumstances permitted by the Master Indenture and Supplement No. 9, as the case may be. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this bond and the execution and delivery of the Master Indenture and Supplement No. 9 have happened, exist and have been performed as so required. C-3-19 A-5 This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Master Indenture or Supplement No. 9 until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, the State Board of Administration Finance Corporation has caused this bond to be manually signed by its President and Secretary and its corporate seal to be impressed hereon, all as of the ___ day of ________ 2024. STATE BOARD OF ADMINISTRATION FINANCE CORPORATION (SEAL) President ATTEST: Secretary A-6 CERTIFICATE OF AUTHENTICATION This bond is a Bond of the Series designated therein and issued under the provisions of the within-mentioned Master Indenture and Supplement No. 9. Date of Authentication: REGIONS BANK, as Bond Registrar _________, 20__ By: Authorized Signatory C-3-20 A-7 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Corporation or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. [THIS PAGE INTENTIONALLY LEFT BLANK] C-3-21 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C-4 PLEDGE AND SECURITY AGREEMENT [THIS PAGE INTENTIONALLY LEFT BLANK] C-4-1 TABLE OF CONTENTS Page PLEDGE AND SECURITY AGREEMENT among FLORIDA HURRICANE CATASTROPHE FUND and Dated as ofJune 1,2006 C-4-1 FLORIDA HURRICANE CATASTROPHE FUND FINANCE CORPORATION, 17 18 .2 4 4 7 8 8 9 9 ,11 11 12 ..12 —.13 —14 15 15 16 16 .„.16 17 17 17 18 18 18 18 1 2 3 4 5 6 7 8 9 DefinedTerms - IssuanceofParityObligations..............................— Pledge;Delivery ofPledgedCollateral.................................................... SpecialCovenants ......... Investment ofPledgedCollateral - FHCFRemains Liable Representationsand Warranties......— CowedEvents Relief Fund ..... Rights oftheCorporationandthe Master Trustee — Remedies _.—.—. IurtherAssurances—--- Master TrusteeMayPerform ... IndemnityandExpenses.— Amendment .......——-....—............. TerminationofPledgeAgreement Notices.——....— No Waiver.Remedies.......—. Conflict —~ KightsoftheMaster Trustee......................... Members,Officers andEmployeesofthe State Board ofAdministration and the Corporation Not Liable.. ....................................-..................... Separate Accounts andRecords —-.. TransferstoFHCF..——. Severability.-- Governing Law....................... Headings ——..— Counterparts..»— WELLS FARGO BANK,N.A., MasterTrustee Section 1. Section 2. Seclion3. Section4. Section5. 10 Section6. 11 Section7. 12 Section 8. 13 Section9. 14 Section 10. 15 Section 11. 16 Section 12. Section 13. Section 14. 19 Section 15. 20 Section 16. 21 Section 17. 22 Section18, 23 Section 19. 24 Section20. 25 26 Section21. 27 Section 22. 28 Section 23. 29 Section 24. 30 Section 25.' 31 Section 26. C-4-2 WITNESSETH;12 die Corpus of the FHCF for 36 “Covered Event”means Covered Eventasdefined intheAct. “Covered Policy”means Covered Policyas definedinthe Acl.39 2 C-4-2 38 39 27 28 29 30 31 32 13 14 20 21 22 WHEREAS,Section215.555,FloridaStatutes(the“Act”)createsthe FHCF and provides thattheFHCFwill bi:administeredby the State BoardofAdministration;and WHEREAS,theBoardofDirectors ofthe Corporation hasdulyauthorizeddieexecution anddelivery ofa master trust indenture,dated asof June I,2006(the“MasterTrust Indenture” and,as supplemented and amended,the “Master Indenture”),by and between the Corporation and the Master Trustee,pursuant to which the Corporation will issue and incur Parity Obligations securedbya pledgeofandsecurity interest in its Net Receipts;and 19 20 21 22 15 16 17 18 1 2 3 4 NOW,THEREFORE,in consideration of the premises and in order to induce the Corporation to execute and deliver the Master Indenture,to issueParity Obligations under the Master Indentureandto transfercertain proceeds of such ParityObligationstotheStateBoard of Administration,uponthe issuance thereof,forthepurposes permittedbytheAct,theState Board ofAdministration,(heCorporationandthe MasterTrusteehereby agree asfollows: “Covered Events Relief Fund”means the Florida Hurricane Catastrophe Fund Covered Events ReliefFund createdandsodesignated by Section8 hereof. “ContractYear”means the termofthereimbursementcontracts betweenthe State Board ofAdministrationandinsurers writingCoveredPolicies. 1 2 3 4 5 6 7 8 9 10 11 23 24 25 26 33 34 35 36 37 15 16 17 18 19 37 38 23 24 25 26 27 28 29 30 31 32 33 34 35 10 11 12 13 14 5 6 8 9 “Corpus Earnings”means the income derived fromthe investment of the Corpus ofthe FHCF. WHEREAS,pursuant tothe Master Indenture,the Corporationwill,for thebenefit ofthe owners ofthe Parity Obligations,pledgeandassign in theMaster IndenturetotheMaster Trustee all ofthe Corporation’sright,title andinterest (including the,right to enforce the same and the right to receive lite Pledged Collateral)in and to tliiis Pledge Agreement (subject to Use reservationofcertainrights oftheCorporation); WHEREAS,the Act creates the Corporation to provide a mechanism for the cost effectiveand efficient issuanceofbonds necessary to enable the FHCF tocarry outthepurposes ofthe Act;and forthe performancebythe Corporationof its other obligations under the Master Indenture,the State Board of Administration has determined to pledge to the Corporation,and grant to tire Corporation a security interest in,all of the rig.ht,title and interest of the FHCF in and to the PledgedCollateral (ashereinafter defined);and WHEREAS,the Acl provides for the payment by certain insurers of reimbursement premiums and for the payment of emergency assessments in the amounts and under the circumstances setforth in the Act and authorizes the pledge ofall or any portion ofthe revenues derived from such reimbursement premiums and emergency assessments,together with the interest earnings thereon,to the payment of the principalofandredemption premium,ifany,and intereston bondsissued bythe Corporationfor the benefitoftheFHCF;and WHEREAS,theActprovides that the FHCF will reimburse certain insurersforaportion oftheir catastrophichurricane losses,subjectto the limitations on such reimbursements setforth in the Act,in order to create additional insurance capacity sufficient to ameliorate the current dangers to die economy ofthe StateofFlorida and tothe public health,safety andwelfare ofits citizensposedbya lack ofanorderly privatemarketforproperty insurance;and WHEREAS,in order to provide for the prompt payment of the principal of and redemption premium,ifany,andinterestontireParity Obligations issuedbytheCorporation and Section 1.Defined Terms.Capitalized terms not defined herein shall have the meanings ascribed to such terms inthe MasterTrust Indenture.Forthe purposeshereof,unless the context otherwise indicates,the following words and terms shall have die following meanings: THIS PLEDGE AND SECURITY AGREEMENT,dated asofJune 1,2006 (this “Pledge Agreement”),is madeby and among the State Board ofAdministration ofthe State ofFlorida, acting as the governing body and administratoroftheFlorida Hurricane Catastrophe Fund (the “Stale Board of Administration”),a trust fund established for bond covenants,indentures or resolutions within tire meaningofSection 19(f)(3),Article III oftheConstitutionof the State of Florida (the “FHCF’),Florida Hurricane Catastrophe Fund Finance Corporation,a public benefits corporation,which is an instrumentality of the Stateof Florida(the“Corporation”),and Wells FargoBank,N.A.,Jacksonville,Florida,a national bankingassociation duly incorporated under the laws of the United States of America,in its capacity as master trustee (the “Master Trustee”)under the MasterIndenture (hereinafterdefined). “Corpus of the FHCF’means,as of a particular date,the sum of (i)the unrestricted net assets held by the FHCF on thelast day oftheprecedingFiscal Year,(ii)the Reimbursement Premiums andReimbursement PremiumEarnings held by theFHCF in the then current Fiscal Year that are in excess of the amounts required for deposit to the credit of the accounts and subaccounts in theRevenue Fund in accordance withthe provisionsofSection502 ofthe Master Trust Indenture and as shall be required for application in accordance with the provisions of Sections 503 and 504 of the Master Trust Indenture,and (iii)withoutduplication,the amount of theReimbursementPremiums released in accordance with theprovisions of Section 3(f)hereof and Section 5O3(c)(iiXY)of the Master Trust Indenture and the amount of the Emergency Assessments released in accordance with the provisions of Section 5O3(e)(ii)(Z)of the Master Trust Indenture,in each case,from the pledge and security interest granted by this Pledge Agreement.Proceeds of Bonds do not constitute a portion of die Corpus of the FHCF for purposes ofthis definition. WHEREAS,the purposeofsuch bonds is.to fund reimbursements through theFHCF to pay for the costs of construction,reconstruction,repair,restoration and oilier costs associated with damage to properties of policyholders of covered policies due to the occurrence of a hurricane;and C-4-3 3 4 C-4-3 29 30 31 32 33 34 23 24 25 26 27 28 “Emergency Assessment Earnings”means the income derived from the investment of Emergency Assessments. 14 15 16 17 30 31 18 19 “Reimbursement Premium Earnings”means the income derived fromthe investment of ReimbursementPremiums. 35 36 37 38 39 40 41 42 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 32 33 34 35 36 37 38 39 40 41 1 2 3 4 5 6 7 8 9 10 II 12 13 20 21 22 23 24 25 26 27 28 29 "Emergency Assessments”means the money paid or payable to the Corporation or the FHCF from the emergency assessments levied with respect to assessable lines insurance as provided from time to timefeytheAct.There shall beincluded within the ambit of“Emergency Assessments”any interest,penalty or surcharge paid or payable on late payments of such emergencyassessments. “Reimbursement Premiums"means the money paid or payable to the FHCF from reimbursementpremiumslevied from time totimeunderthe Act Thereshallbe included within the ambit of "Reimbursement Premiums"any interest,penalty or surcharge paid or payable on latepayments ofsuch reimbursement premiums. “Current Expenses of the FHCF’means the current expenses for the operation oftire FHCF,including,without limitingthe generality of the foregoing,all administrative expenses, salaries andother compensation,personnel expenses properlychargeable to the FHCF,fees and expenses incurred for professional consultants and fiduciaries,refunds relatedto over-payments of Reimbursement Premiums or refunds of interest related to loss reimbursements or overpayments of Reimbursement Premiums,(lie premiums,fees and costs of procuring reinsuranceforthe FHCF,alloperating transfers or contributions required bytheAct,including operating transfers or contributionspursuant to Section 215.555(7)(c)oftire Act,andall Current Expenses ofthe FHCF so identified inthis Pledge Agreementor inaresolution adopted by the State Board of Administration;but Current Expenses of the FHCF shall not include (i) depreciation or amortization,(ii)any deposit to any fund,account and subaccount established under the Master Indenture or any Supplemental Indenture or any payment of principal, redemption premium,if any,and interest on any Bonds from any such fund,account and subaccount,(iii)any debt service payment in respect of Parity Debt or Subordinated Indebtedness,or (iv)payments or advances to insurers writing CoveredPolicies in the State for hurricane losses pursuant toreimbursementcontracts entered into with suchinsurers by toe State BoardofAdministrationpursuant totheAct. otherwisedistributedinrespect ofor inexchange foranyor all oftoePledgedCollateral and (iii) all proceeds ofany or all ofthePledged Collateral.There shall beexcluded fromthe ambit of “Pledged Collateral”the Corpus ofthe FHCF and Corpus Earnings,the net proceeds ofParity Obligations disbursed bytheFHCFfor losses,or advancesforlosses,fromCovered Events,and Reimbursement Premiums and Reimbursement Premium Earnings released pursuant to Section 3(f)hereof and Section 503(eXii)(Y)ofthe Master TrustIndentureand EmergencyAssessments and Emergency Assessment Earnings released pursuant to Section 5O3(e)(ii)(Z)of the Master Trust Indenture,ineach case,fromthepledgeandsecurityinterest granted hereby.In thecaseof the net proceeds of Parity Obligations,the pledge and security interest granted by this Pledge Agreement shall be effective only pending their disbursement by the FHCF for losses,or advancesforlosses,from CoveredEventsand shallbe infavor ofthe Owners orHoldersonlyof theScries ofParityObligations (or ParityObligationsthat refunded the ParityObligations)from whichsuchproceedswerederived. TheCorporationfurther agreesthat itwill make such transfers or deposits oftoe proceeds ofParityObligations as arerequiredbyParity Resolutions. “Pledged Collateral’*for any particular period means the excess of Reimbursement Premiums and Reimbursement PremiumEamingS overthe payment ofCurrent Expenses oftoe FHCF,Emergency Assessments,Emergency Assessment Earnings,the net proceeds of,and investment income onsuch proceeds of.ParityObligations,netpaymentsto orfor the account of the Corporationderived fromDerivative Agreements and Other Pledged Money.There shall be included within the ambit of “Pledged Collateral”:(i)all certificates and instruments,ifany, from time to time representing or evidencing any of toe Pledged Collateral,(ii)all interest, dividends,cash,instruments or other Property from time to time received,receivable or “'Other Pledged Money"means any money derived from any fees,premiums, assessments or other levies paid or payable to toe FHCF or tlie Corporation,including the income derived from the investment thereof,pursuant to any law enacted,after the date of deliveryofthis PledgeAgreement,by the LegislatureoftheState,totheextentthat suchmoney is permitted orrequired by law to be pledged and used for the payment of toe principal ofand redemptionpremium,ifany,and interest onParity Obligations. Section2.Issuance ofParity Obligations.Subject to the provisions of the Master Indenture,the Corporation hereby agrees that,upon the written request of the State Board of Administration,accompanied by such certificates or other documentation,upon which toe Corporationmay rely,as shall be necessaryfortheCorporationto comply withtheprovisions of toe Master Trust Indenture,particularly toe provisions ofSection2’08 and,in toe case ofParity Obligations issued or incurred under the Master Trust Indenture (except for toe Bonds issued pursuant to Supplement No.1 and Supplement No.2),Section 704,including,without limitation,any certificate as to the Premium and Assessment Revenue Available for Debt Service,theCorporation will issue and incur itsParity Obligations forany purpose permittedby theAct. Sections.Pledge;Delivery of Pledged Collateral,(a)In consideration of the issuance andincurrencebytoeCorporation ofits ParityObligations andthe deposits or transfers oftoeproceeds thereofinaccordancewith the corresponding ParityResolutions,the StateBoard of Administration hereby pledges,assigns,transfers and hypothecates to the Corporation,and grantsto the Corporation asecurity interest in,all of the right,title and interest of rhe FHCF in and to thePledgedCollateral,whether now owned or hereafter acquired,whether in possession of the FHCF orthe Corporation orthe Master Trustee or a Depository,all as security for toe prompt and full payment when due of the principal of and redemption premium,if any,and interest on all Parity Obligations andany other amountsrequired to be paid by theCorporation undertoeMasterIndenture. “Fiscal Year”means toefiscal yearoftheFHCF,which shall bethe period beginning on July 1 of each yearand ending on June 30 of Cite following year,unless the Master Trustee is notified in writing by anAuthorized Officer of the State BoardofAdministrationof a change in suchperiod,inwhichcasetoe Fiscal Yearshall betheperiod set forth insuch notice. C-4-4 (e) (U) 5 6 C-4-4 37 38 39 40 41 42 43 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 5 Agreement the granting’ 28 29 30 31 32 33 34 35 36 5 6 7 8 9 10 11 12 I 2 3 4 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 1 2 3 4 5 In particular,the State Board of Administration shalldeliver totheMaster Trustee,not later thanthe lastbusiness dayofeach month (or moreoften ifrequired inorderfor theCorporationtopay or provide forpayment ofdebt serviceandother amounts due on Parity Obligations),lirefollowing thathavebeen received orrealized as of the L2501]day ofsuch month (A)all Emergency Assessments and Emergency Assessment Earnings and (B)taking into account the balance tothecreditof(I)the ReimbursementPremiumsAccountandthePre-Event Bonds InvestmentIncome Accountinthe RevenueFund and (11)thesubaccountsestablished for Pre-Event Parity Obligations in Elie various accounts in the Bond Fund,so much of Elie Reimbursement Premiums andReimbursementPremium Earnings,net ofthe Current Expenses ofthe FHCF,as shall enablethe Master Trustee to make all ofthedeposits required by Section 503(a),(b)and (c)ofthe MasterTrust Indenture for the entire current FiscalYear,providedthat, in theevent anyofthe OutstandingPre-EventParityObligations are Variable RateIndebtedness, suchObligationsshall be assumed,for purposes of the amount tobe transferred,to bear interest forthebalance of the Fiscal Yearattherate described in paragraph (ii)of the definitionofDebt ServiceRequirement intheMasterTrustIndenture. (b)The State BoardofAdministration herebyagreestoprepare,executeand file such financingstatements or amendments to existingfinancingstatementsorcontinuations thereofas shall he necessary,in the Opinionof Counsel,to evidence the security interest in the Pledged Collateralgranted herein. (iii)In the eventthat the SlateBoard ofAdministrationreceivesanoticefrom the Master Trustee,pursuant to Section 5O3(dXi)ofthe Master Indenture,to theeffectthat the amounts on deposit in the Revenue Fund were insufficient to make the deposits or payments requiredbySection 504(a),(b)and(c)(or anyofthem)oftheMasterIndenture,the StateBoard ofAdministrationshall deliverto theMasterTrustee(i)so muchof theinvestment income from the investment of proceeds ofPre-EventBonds theretoforerealized by the FHCF in such Fiscal Year,and (ii)to the extent a deficiency remains,so much of the proceeds ofthe Pre-Event Bonds,as are required to providetheMasterTrustee withsufficientfundsto make suchdeposits orpayments. The Slate Board of Administration hereby agrees that,so long as any Parity Obligations arcOutstandingand anynotice from theMaster Trustee referredtoin subsection (c) above has not been withdrawn,no Reimbursement Premiums or Reimbursement Premium Earnings will be advanced or paid to insurers writing Covered Policies as reimbursement payments under reimbursementcontracts forreimbursablelosses. (d)The obligation of the Stale Board of Administration to deliver the Pledged Collateral to the Master Trustee,in the amounts sufficient and at die times required for the Corporation to comply with the provisions of Sections 503,504,804 and 805 of the Master Indenture,shall beabsolute and unconditional.The State Board ofAdministrationshall perform such obligation without demand and without abatement,deduction or set-off,notwithstanding any rights orclaims which theFHCFmight otherwise have against the Corporation,the Master Trustee,any Bond Registrar or anyotherPerson. (g)TheState Board ofAdministration and the Corporationhereby acknowledgethat the Office of Insurance Regulation has received from the Corporation and the FHCF a notice that,simultaneously withtheexecution and deliveryofthis Pledge Agreement,Bonds arebeing issued by the Corporation and the FHCF has no agreements in effect with local governments, and,therefore,as provided by the Act,for so long as the Coiporation shall have any Parity Obligations Outstanding,the FHCF shall have no righr,titleor interest in orto the Emergency Assessments and the Emergency Assessment Earnings,except as provided in the FHCF’s agreements with the Corporation.This Pledge Agreement with the Corporation is one such agreement,and,by the terms hereof,the FHCF shall collect and receive the Emergency Assessments subject to the pledge and security interest granted in Section 3(a)to the Master Trustee for thebenefit of the Owners and Holders of Parity Obligations and to the obligation imposed by Section 3{c)(i)and (ii)to transfer to.the Master Trustee all of tire Emergency Assessments so collected and received .Simultaneously with the execution anddelivery ofthis Pledge Agreement,the Corporation will assign to the Master Trustee as security for the Parity Obligations,ail of the Corporation's right,title and interest in and to this Pledge (except for those certain rights under this Pledge Agreement that are set forth in t (c)(i)In general,the Stale Board ofAdministration shall deliver to the Master Trusteeso much ofthe Pledged Collateralasshall be held by theFHCFandas shall be required for deposit to the creditoftheaccounts and subaccounts in the Revenue Fund in accordancewith theprovisions of Section 502oftheMaster Indenture and as shall be requiredfbrapplication in accordance with the provisions ofSections 503,504 and 804 of the Master Indentureor,ifany Parity Obligations have been declared due andpayable pursuant to Section 803 ofthe Master Indenture,in accordance with die provisions of Section 804 and Section 805(b)of the Master Indenture, (f)Exceptduringthecontinuation ofanEvent ofDefault,immediately followingthe date on which the amounts on deposit to the credit of the accounts and subaccounts in the RevenueFund,taking into accountthe amounts tothe credit of the various subaccounts in the various accounts (except the balance to the credit ofthe ParityCommon Reserve Account and anySpecialReserveAccount)in theBond Fund are sufficientforthe MasterTrusteeto make(i) the transfer to the Corporationor aDepositary for the accountofthe Corporation ofthe balance ofthe amount required for thepaymentof the Current Expensesofthe Corporationinthecunent Fiscal Year in accordancewith the provisionsof Section 503(b)of the MasterTrust Indenture and (ii)the deposits or payments of the amounts required by Section 504(a),(b)and (c)of the Master Trust Indenture in the current Fiscal Year with respect to the Parity Obligations then Outstanding,any Reimbursement Premiums,Reimbursement Premium Earnings andinvestment income from theinvestmentof proceedsof Pre-EventBonds held by the FHCFon such date in such Fiscal Year in excess ofsuchrequirements for such FiscalYearshall be released from the pledge and security interest granted herein,any Reimbursement Premiums,Reimbursement Premium Earnings and investment income fromthe investmentofproceeds ofPre-Event Bonds received by the FHCF aftersuchdatein suchFiscal Year shallnot.be requiredto be deliveredto the Master Trustee,and all Reimbursement Premiums,ReimbursementPremium Earnings and the investment incomefromthe investment of proceeds of Pre-Event Bonds so released or no longer required to be delivered to the MasterTrustee in suchFiscal Year may be used by the FHCFfor any purpose permittedby the Act;provided that,in the event any of the Outstanding Pre-EventParity Obligations areVariable Rate Indebtedness,such Obligations shallbe assumed, forpurposes ofthis subsection (f),tobear interest forthebalanceof theFiscal Year at the rate described in paragraph (ii)ofthe definition ofDebtServiceRequirement in the Master Trust Indenture. C-4-5 Section 4. that: 7 8 C-4-5 i 2 3 4 5 6 22 23 24 25 26 27 28 14 15 16 17 18 29 30 31 32 33 34 35 36 37 38 39 40 41 42 13 14 15 16 17 18 19 20 21 1 2 3 4 5 6 7 8 9 10 11 12 13 7 8 9 10 11 12 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 19 20 21 22 23 24 25 26 27 28 (ii)mo portion ofdie proceeds of any ParityTax-Exempt Obligations willbe used in a manner that would cause such ParityTax-Exempt Obligations to be “private activity bonds”within the meaning of Section 141(a)of the Code,unless at the time ofthe issuanceof such private activity bonds there shall be delivered to the Master Trustee,the State Board of Administration and the Coiporation anopinion ofbond counsel totheeffectthat (A)the interest on suchprivate activitybonds will notbeincludable in the gross incomeofthe owners thereof for federal income tax purposes and (B)thattheissuance of such private activitybonds will not impair the federal income tax status of any other Parity Tax-Exempt Obligations then Outstanding; clauses ofthe Master Indenture).The State Board of Administration hereby consents to such assignment and agrees that the Master Trustee may enforce any and all rights,privileges and remedies of the Corporation under or with respect to this Pledge Agreement,including those rightsreservedby theCorporation. SpecialCovenants.The State BoardofAdministration herebycovenants recommendations to increase the Revenue Available for Debt Service in the following Fiscal Year to the levels required or,if in the opinionofthe Consultant theattainment ofsuch levels is impracticable,tothe highest levels attainable.Any Consultant so retained shall berequired to submitsuch recommendations within sixty(60)days afterbeing soretained.The StateBoard of Administrationagreesthat it will,totheextentpermittedby law,follow,orcause tobe followed, die recommendations of any Consultant so retained.For purposes of the Officer's Certificate described in this subsection,there may be subtractedfrom the amount of(he interestotherwise includable in die amounts describedin clauses (i)and (ii)above an amount equal to lire sum of theinterest on Parity Obligations paid during suchFiscalYear from (Y)theCapitalized Interest Account in the Bond Fund and (Z)without duplication,investment incomeon and proceeds of Pre-EventParityObligations.The Officer’s Certificate described in this subsection (c)may be provided jointly by an Authorized Officer of the State Board of Administration and an Authorized Officerofthe Corporation;and Section 6.FHCFRemainsLiable.Anything herein to the contrary notwithstanding, (a)the FHCF shall remain liable under the reimbursement contracts entered into by the State BoardofAdministration with insurers writing CoveredPolicies in the Slateto die extentset forth therein and to perform all of its duties and obligations thereunder to the sameextent as ifthis Pledge .Agreement had not been executed,(b)the execution and delivery of this Pledge Agreement shall not release the FHCF from any of its duties or obligations under such reimbursement contracts,(c)neither-the Corporation nor(lie MasterTrustee shall (j)have any obligation or liability under such reimbursementcontracts byreasonofthisPledge Agreement or (ii)be obligated to perform anyof the obligations orduties ofdie FHCF or the State Boardof Administration thereunder;provided,however,nothing in tills Section shall relieve the FHCF of its obligation to deliver to the Master Trustee thePledged Collateral to the extent required by Section 3 hereof,and (d)the FHCF shall remain liable,notwithstanding any release from the pledge and security interest created by this Pledge Agreement of portions of the Pledged Collateral as provided in Section 3(f),to make timely and sufficient transfers of Pledged Collateralto the MasterTrustee toenable theCorporation tomake timely andsufficient payment ofallamounts due underthe Master Indenture. Section5.Investment of Pledged Collateral.Hie Slate Board of Administration shall enter intoagreements witheitherdieMasterTrustee or aDepositary or Depositariesfor the investment ofany money derived from the PledgedCollateral and deposited in anyofthe funds oraccounts established under the MasterIndentureorthis PledgeAgreement or give the Master Trustee and anyDepositary writtendirections respectingthe investment ofsuch money,subject, however,to the lien,assignment andpledge effected hereby and tothe provisions ofArticle VI of theMaster Indenture.The MasterTrustee hereby agrees to enter into such agreements and follow such directions respecting the investment of any money required or permitted to be invested under the Master Indenture,subject,however,to the lien,assignment and pledge effectedhereby and to theprovisionsofArticle VIofthe MasterIndenture. (d)the StateBoardof Administrationwill takesuch action,in addition tothespecific actionsprescribed by this Pledge Agreement,as maybenecessaryand permittedundertheAct to ensure the full and timely payment of debt service on Pre-Event Parity Bonds following a withdrawalfrom thePre-Event ParityObligationsAccount oftheCovered Events ReliefFund of all or any portionoftheproceeds ofsuchBonds. (b)within thirty (30)days afterreceiptof theaudit report mentioned belowbut inno event later thantwo hundred seventy (270)days after the end of each Fiscal Year,the State Board of Administration will file with the MasterTrustee and with eachOwner or Holder who may have so requested ofthe State Board of Administration in writing,a copy ofthe Audited Financial Statements,prepared in accordance with generally accepted accounting principles,of theFHCFandtheCorporationasof the end ofsuchFiscalYear accompanied by the opinion of anAuditor, (c)not laterthanninety (90)daysaftertheendofeachFiscalYear,commencing with theFiscal Year ending on June 30,2007,die State Board of Administration shallfile with the Master Trustee an Officer’s Certificate demonstrating that the Revenue Available for Debt Servicefor (lie prior Fiscal Year (set forth in such Certificate)wasnot less than thegreater of (i) one hundred twenty-five percent (125%)of die principal and interest that became due and payable in such Fiscal Year on Parity Obligations and (ii)one hundred percent (100%)ofthe principalandinterestthat becamedue and payablein such Fiscal Year forParity Obligationsand Subordinated Indebtedness for such Fiscal Year (both such calculations set forth in such Certificate);provided,however,that if the State Board of Administration is unable to deliver such an Officer’s Certificate,the State Board ofAdministration covenants to take all actions permittedby law orunder this Pledge Agreement,including (A)petitioning the Legislature of the Statefor anyamendment oramendmentsto the Actdeemedappropriate bytheStateBoard of Administration,(B)cooperating with die Corporation in connection withany action to increase collections ofPledgedCollateral,and (C)retaining aConsultant within thirty (30)days tomake (a)(i)the moneys on deposit in any fund,account or subaccountmaintained by the MasterTrustee or theState Boardof Administration in connection with anyParity Tax-Exempt Obligations,whether or not such moneys were derived from tire proceeds of(he sale of such ParityTax-Exempt Obligations or any other source,will not be used in any manner that would causesuch ParityTax-Exempt Obligationsto be“arbitragebonds"within the meaningofSection 148 ofthe Codeorbonds notdescribedunderSection 103(a)oftheCode;and C-4-6 (i)Tn the caseof eachspecial Proceeds Subaccountcreatedfor Pre-Event of 9 10 C-4-6 22 23 36 37 38 39 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 2 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 40 41 10 11 12 13 14 15 16 17 18 19 20 21 24 25 26 27 28 29 30 31 32 33 34 35 1 2 3 4 5 6 7 8 9 (d) Parity Obligations, (A)The aggregate amount and monthly schedule withdrawals fromsuch Subaccountanticipatedto bemadeasa resultofthe Covered Event, (B)other than as provided in Section 3(c),no withdrawals from any such Subaccount foranyother purpose thandescribed in clause (A)may be made prior to the occurrence of a Covered Event except that withdrawals may be made toredeemor defease any Pre-Event Parity Obligations in accordance with the terms of the applicable Parity Resolution. (c)Tn the case of the special Proceeds Subaccounts created for Post-Event Parity Obligations,payment of the reimbursablelosses causedby a CoveredEvent occurring during a ContractYear shall be made from the appropriate Proceeds Subaccount or Subaccounts.AU such payments shall be subject to the provisions and restrictions set forth in this Pledge Agreement,including Section 4(a)hereof,and the Master Indenture,and rhe State Board of Administration shall notcauseoragree to permitto bepaid from any such Subaccountanystuns except in accordance with such provisions and restrictions.When all reimbursement payments under reimbursement contracts for reimbursable losses caused by a Covered Event have been paid,which fact shall be evidenced by delivery to theMasterTrustee ofan Officer’s Certificate of the State Board ofAdministration,the balance inthe relatedProceeds Subaccount shall be transferred as the Corporation maydirector as may beprovided in theapplicableSupplemental Indenture. (b)Money inthe Covered Events Relief Fund may,subjectto Section4(a)hereofand Section 502(c)ofthe Master Trust Indenture,be invested in any investment authorized under Seclion 215.47,Florida Statutes,as amended from time to time,or any successor statute. Investments acquired with money in or creditedto any ProceedsSubaccountshall be deemed at ail times to be part of such Subaccount.Any loss realized upon tiredisposition or maturity of such investments shall be charged against such Subaccount unless otherwise directed by the State Board of Administration.The interest accruing on any such investments and any profit realized upon the disposition or maturity of such investments shall be credited to such Subaccountunless otherwisedirectedbytheState BoardofAdministration. (ii)ProceedsofPre-Event ParityObligations maybe withdrawnfrom a Proceeds Subaccount followingthe occurrence of aCoveredEvent,providedthatan Authorized Officer of the State Board of Administration shall deliver to the Master Trustee prior to the first such withdrawal anOfficer’s Certificatecertifyingthefollowing: (A)the FHCF shall,in accordance with the provisions of Section 3(c)(iii),transferto the MasterTrustee forthe accountoftheCorporation,from timeto time from each such Subaccount the investment income on proceeds of Pre-Event Parity Obligations orfrom proceedsof Pre-EventParity Obligations,amounts sufficientfor the Master Trustee topay the Current Expenses of the Corporation not provided for from Reimbursement Premiums orotherwise and tomake timelythe deposits requiredby Section 504(a)and (b)and, ifapplicable,Section 504(c),inrespectofthe relatedSeriesofPre-EventParity Obligations,and Section?.Representations and Warranties.The State Board of Administration hereby represents and warrants that:(i)the obligations of the FHCF under this Pledge Agreement shall not constitute a debt of the Stale or any political subdivision thereof nor a pledge ofthe faithand creditoftheStateor any political subdivision thereofwithinthe meaning ofanyconstitutional orstatutory provision;(ii)theFHCFdoes nothavetirepower or authorityto levy any tax;(iii)the FHCF owns tire Pledged Collateral free and clear of any lien,security interest,pledge orencumbranceexcept fortheliens,securityinterests and pledges created by this Pledge Agreement and by theMaster Indenture;(iv)no effective financing statement,or other instrument similar in effect covering all or any part ofthe Pledged Collateral is on file in any recording office;(v)this Pledge Agreement creates a valid,enforceable and perfected security interestin favor of the Corporationin the Pledged Collateral,securing the payment of the Parity Obligations,andall actionsnecessary ordesirable to establish andprotect such pledge havebeen duly taken;and (vi)no authorization,approval or otheraction by,andno notice toorfiling with, any governmental authorityorregulatorybody is required cither(A)for the grant by the Stale Board ofAdministration of the security interest granted herein or forthe execution,delivery or performance of this Pledge Agreement by the State Board of Administration,or (B)for the perfection of or the exercise by the-Corporationandthe MasterTrustee oftheirrespective rights andremedieshereunder.Unless the StateBoardofAdministrationshallhavepreviously advised theCorporationandtheMasterTrustee in writingthat oneor moreofdie abovestatements is no longer true,the State Board of Administration shall be deemed to have represented and warranted to the Corporation and the Master Trustee on all dates subsequent to the date of execution hereofthatthestatementscontainedhereinaretrue and correct. Section 8.Covered Events ReliefFund,(a)A special fund is hereby established with theState BoardofAdministrationanddesignated the“FloridaHurricane CatastropheFund Covered Events Relief Fund”and within the Covered Events Relief Fund there are hereby establishedspecial accounts,one forPost-EventParityObligations and oneforPre-Event Parity Obligations,and,within each of die special accounts,there are hereby established special subaccounts for each Series ofPost-EventBonds and Pre-Event Bonds,respectively (unless the applicable Supplemental Indenture provides for the commingling of proceeds in a single subaccount),each to be designated tire “[Bond Series anti letter]Covered Events Relief Subaccount”(each,a “Proceeds Subaccount”).Upon theissuanceorincurrence of each Series of Parity Obligations that are Post-Event Parity Obligations,the netproceeds thereof shall be transferred by the Corporation to the State Board of Administration,for the account of the FHCF,and shall be deposited by the StateBoard ofAdministration in the appropriate Proceeds Subaccount ofthe Post-EventParityObligations Proceeds Account,tobe held by theFHCF for disbursement for reimbursement payments,and advances of such payments,under reimbursement contracts for reimbursable losses causedby aCovered Event Uponthe issuance or incurrence ofeach Series ofParity Obligations that are Pre-Event Parity Obligations,the net proceeds thereofshall betransferredbytheCorporation tothe State Board ofAdministration,for the account of the FHCF,and shall be deposited by the State Board of Administration in the appropriate Proceeds Subaccount of the Pre-Event Parity Obligations Proceeds Account to be held by the FHCF in reserve fordisbursement for reimbursement payments,and advances of such payments,under reimbursement contracts for reimbursable losses caused by a future Covered Event. C-4-7 Suituponall or anypartofthePledged Collateral;(i)12 Enforcement of any other right of the Owners andHolders conferred by 11 12 C-4-7 40 41 42 23 24 25 26 27 28 16 17 18 19 20 21 22 1 2 3 4 5 6 7 8 9 10 11 13 14 15 16 17 18 19 (iv) laworhereby.. ijoin any acts or things,which may be unlawful or in .1Holders;and 29 30 31 32 33 34 35 36 37 38 39 12 13 14 15 1 2 3 4 5 6 7 8 9 10 U 20 21 22 23 24 25 26 27 28 29 30 31 36 37 38 39 32 33 34 35 Parity Obligations then Outstanding (subject to any limitations on or alternative provisions for the giving ofsuch requests as may beestablished in any indenture supplemental to the Master Indenture)shall proceed,subject to the provisions of Section 902 of the Master Indenture,to protect andenforce its rights and dierights of the Owners or Holders of the Parity Obligations under applicable laws and under this Pledge Agreement by such suits,actions or special proceedings in equity or at law,orby proceedings inthe office of any board or officer having jurisdiction,citherforthespecific performanceofany covenant or PledgeAgreement contained herein orin aid or execution of any powerherein granted or for the enforcement of any proper legal or equitable remedy,as the MasterTrustee,beingadvised by counsel,chosenbytheMaster Trustee,shall deem mosteffectual to protect and enforce such rights,includingbutnot limited to: (iii)Civil action to enje violationoftherights ofdie Owners and1 Section 10.Remedies,(a)Upon the happening and continuance of any Event of Default,then and in every such case the Master Trustee may proceed,and upon the written requestoftheOwners orHoldersofnotless than a majority inaggregate principal amountofthe (iii)When all of the Pre-Event Parity Obligations authorized by a Supplemental Indenture shall have been paid or defeased (whether through a refunding or otherwise)in accordance with such Supplemental Indenture,which fact shall be evidenced by deliveryto the Master Trustee ofan Officer’s Certificateofthe State Board ofAdministration, thebalance inthe relatedProceeds Subaccount shallbetransferredas dieCorporation maydirect oras maybeprovided indieapplicableSupplemental Indenture. (C)That,taking into account all ofthe anticipated withdrawals described in(A)above,such Officerestimates that therewill be sufficientRevenue Availablefor Debt Service to make full and timely payment of debt service on the Pre-Event Parity Obligationsasthe sameshallbecome dueandpayable,and (B)Thatan amount,staled in such Certificate and equal to (he differencebetween thebalance then to the creditofthe applicableSubaccountfor suchPre-Event Parity Obligations inthe Interest Account in the Bond Fund and the interest,estimated in such Certificate and calculated inthe event that any of the Outstanding Pre-Event Parity Obligations are VariableRate Indebtedness at the rate described in paragraph (ii)of the definition ofDebt Service Requirement in theMaster Trust Indenture,to become dueand payable in the next six months on a principal amount of Pre-EventParity Obligations equal to the aggregate amount of thewithdrawals anticipatedto bemade asset forth in (A)above,shall havebeenwithdrawnfrom the proceeds of such Pic-Event Parity Obligations credited to such Subaccount or otherwise transferred to the Master Trustee,and in any case deposited to the credit of the appropriate subaccount intheInterestAccountforsuchPre-Event ParityObligations, (D)That notice ofsuch withdrawal has been provided to tire State Board ofAdministrationand that such noticecontainedthe information included inclauses (A),(B)and (C)above and an estimate,based upon factors deemed reasonable and appropriate by the certifying Authorized Officer,of the aggregate increase,if any,in the Emergency Assessment percentage necessary to be levied toprovide forthe estimated annual Debt Sendee Requirement for each future Fiscal Year on a principal amount of the Pre-Event Parity Obligations equal tothe aggregateamountofthe anticipatedwithdrawals described in (A)above. Section 9.Rights of the Corporation and the Master Trustee.Neither the Corporationnorthe MasterTrusteeshallbe liable for any failuretocollect orrealizeupon all or any partof the PledgedCollateral,or for any delay in so doing,and neither the Corporation nor theMasterTrustee shallbe underany obligation totake any action whatsoever withregard tothe Pledged Collateral except to the extent set forth in this Pledge Agreement,in the Master Indenture and inany indenturesupplemental thereto.IfanEvent ofDefault shallhaveoccurred and be continuing,the Master Trustee,as assignee pursuant to the Master Indenture of all die Corporation’s right,title and interest in and to this Pledge Agreement,may,without notice, exercise all rights,privileges or options pertaining to the Pledged Collateral as if it were the absoluteowner ofsuch PledgedCollateral,uponsuch terms and conditions as it may determine, allwithout liability exceptto account for thePledged Collateralactually received by it (ii)Civil action to require any Person holding money,documents or other propertypledged to secure payment ofamountsdue ortobecome due ontheParity Obligations toaccount as ifit werethe trustee ofan express trustfordieOwners and Holders; Section 12.MasterTrustee MayPetform.Ifthe FHCFfails to performany agreement contained herein,the Master Trustee may itself perform,or cause performance of,such agreement,and the expenses of the Master Trustee incurred in connection therewith shall be payableby the FHCFas CurrentExpenses oftheFHCF. Section 11.FurtherAssurances.TheStaleBoard ofAdministrationshall,at anylime and from Lime to time upon the writtenrequest oftheMaster Trustee,executeand deliver such further documents and do such further acts and things as the MasterTrustee may reasonably request inorderto effectthepurposesofthisPledgeAgreement. (b)Regardless of the happening of an Event of Default,lite Master Trustee,if requested in writing by the Owners or Holders of not less titan a majority of the aggregate principal amount-of the Parity Obligations then Outstanding (subject to any limitations on or alternative provisions forthegivingofsuch requests as maybeestablished in anySupplemental Indenture)shall proceed,subject to the provisions of Section 902 of the Master Indenture,to institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient (i)to prevent any impairment of (he security hereunder by any acts which may be unlawful or in violation hereof,or (ii)to preserve or protect the interests of the Owners and Holders,provided that such request andthe action to be taken by the Master Trustee are notin conflictwith any applicablelawoi theprovisions hereofand,inthe solejudgmentoftheMaster Trustee,arenot unduly prejudicial to the interest of the Owners and Holders not making such request. C-4-8 (b) (a) (d) (e) 13 14 C-4-8 cuteanyambiguityor formal defectoromission inthisPledgeAgreement or in anysupplement hereto; add conditions,limitations and restrictions onthe State Board ofAdministration to be observedthereafter;or 38 39 20 21 22 26 27 35 36 37 18 19 16 17 1 2 3 4 5 6 7 8 9 ID 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 28 29 30 31 32 33 34 1 2 3 4 5 6 Before cnterii entitled to receive,t> 7 8 9 10 11 12 13 14 15 23 24 25 ing into any amendment under this Section 14,the Master Trustee shall be and in so doing shall be fully protected in relying upon,an Opinion of shall the State Board of Administration be liable for the fees and expenses ofmore than one counsel for the Master Trustee in connection with any one action or separate but similar or reiated actions in the same jurisdiction arising out of the same general allegations or circumstances,unless the retainingof additional counsel has been specifically authorized by the State Board of Administration.All payments made by the State Board of Administration pursuant tothis Section 13(a)shallbe Current Expensesofthe FHCF. make any amendment or modificationto this Pledge Agreement resulting from the elimination ofany restrictionontheuseofReimbursement Premiumsunder the Code to pay ortosecure debtservice on Tax-Exempt Parity Obligations to theextent theelimination ofsuch restriction is permitted by any administrative pronouncement of the Internal Revenue Service (including a private letterruling)addressed to the Corporation,the FHCF,or anysuccessor of either,or to the extent such elimination of such use restriction is permitted (based upon an Opinion of Counsel)bythe Code;or Section 14,Amendment.This Pledge Agreement may,without the consent of or noticeto anyoftheOwners orHolders,be amended,from timetolime,to: (c)grant to or confer upon the MasterTrusteefor thebenefitof tb.c Owners and the Holders any additional rights,remedies,powers,authority or security that may lawfully be grantedtoor conferred upon the Owners and the Holders or dieMasterTrustee; (b)correctorsupplement any provisionsherein whichmay be inconsistent with any other provisions herein or make any other provisions with respect to matters which do not materially or adversely affectthe interestsoftheOwners and the Holders; (f)makeanyother change that,intheopinion,oftheMaster Trustee,which mayrely upon certificates ofConsultants andOpinions ofCounselforsuch purpose,shall not materially adversely affect die security fortheParityObligations. The State Board ofAdministration shall pay to dieCorporation and the Master Trustee the amount of any and all reasonable expenses,including the reasonable fees and disbursements of their respective counsel and of any consultants and agents,which the Corporation or the Master Trustee may incur in connection with (i)die administration ofthis PledgeAgreement,(ii)the custody,preservation,use or operation of,or the sale of,collection from,orother realization upon,anyof IdlePledgedCollateral,(iii)the exerciseorenforcement of any of the rights of the Corporation or the Master Trustee hereunder or (iv)Hie failure by the FHCF to perform or observe any ofthe provisions hereof.All such expenses pursuantto this Section 13(b)shall be payable by theFHCF asCurrentExpensesoftheFHCF. Section 13.indemnity andExpenses,(a)To the extentpermitted by law,the Slate Board of Administration agreesto indemnifythe Corporation and dieMasterTrustee from and againstany and all claims,losses and liabilities (collectively referred,to hereinafter as“Losses”) of whatsoever nature (including,but not limited to,reasonable attorneys’fees,litigation and court costs,amounts paid in settlement and amounts paid to discharge judgments)directly or indirectly resultingfrom,arising outof or related to one ormore Claims,as hereinafterdefined, excluding any suchLoss or Claim that arisesoutof an act of negligence orwillful misconduct of any member,officer,director,agent,or employeeofthe CorporationortheMaster Trustee.The word "Claims"as used herein shall mean all claims,lawsuits,causes of action anti oilier legal actions and proceedings of whatsoever nature,including,but not limited to,claims,lawsuits, causes ofaction and other legal actions and proceedings broughtagainst the Corporationor the MasterTrustee or to which the Corporation or the Master Trustee is a party,that directly or indirectly result from,arise out ofor relate to the execution,delivery or performance of this Pledge Agreement,the Master Indenture or any related instruments or documents.The obligations of the State Board of Administration under this Section 13(a)shall apply to all Losses orClaims,orboth,that result from,ariseoutof,or arc related to anyevent,occurrence, condition or relationship prior to terminationofthis Pledge Agreement,whether such Losses or Claims,or both,are asserted prior to termination of this Pledge Agreement or thereafter.The Corporation or the Master Trustee,as the case may be,shall reimburse the State Board of Administrationfor payments made by the State Board of Administrationpursuant tothis Section 13(a)to the extent of any proceeds,net of all expenses of collection,actually received by the CorporationortheMaster Trusteefrom any insurance covering such Claims with respect to the Losses sustained.The Corporation andtheMaster Trusteeshall havethe dutyto claim anysuch insurance proceeds and the Corporation and the Master Trustee shall assign their respective rights to Such proceeds,to the extent of such required reimbursement,to the State Board of Administration.In case any action shall be brought against the Corporation or the Master Trusteein respect ofwhichindemnity may besought against theStateBoard ofAdministration, then the Corporation or the Master Trustee,as the casemay be,shall promptly notify the State BoardofAdministration in writing.Failure to notify the StateBoard of Administration shall not relieve it from any liability that it may have other than on account of this Pledge Agreement TheStateBoardofAdministration shall have therigjittoassume the investigation anddefense of any suchaction,includingthe employment of counsel,whichcounselshall be satisfactory to the indemnified parties,and the payment ofall expenses,The Corporation shall have the right to employ separate counsel in any such action and participate in the investigation and defense thereof,andthe reasonablefeesandexpensesofsuch counselshall be paid by the State Board of Administration.The MasterTrustee shallhave theright toemployseparatecounsel in any such action and participate in the investigationanddefensethereof,butthe fees andexpenses ofsuch counsel shall bepaid by the Master Trustee,unless the employment of such counsel has been authorized by the State Board of Administration or the Master Trustee has concluded in good faith that theremaybe legal defenses available toit that are differentfrom or inaddition tothose available to the Stale Boardof Administration,in which case the Master Trustee shall have the right to designate andretain separatecounselin such actionand thereasonable fees andexpenses ofsuch counsel shallbepaid by the State Board ofAdministration.Ifno such authorization or conclusion in good faith is madeand theStale Boardof Administration assumes die defenseof suchaction,theState BoardofAdministrationshall not beliable forthefees andexpenses ofany counsel for the MasterTrustee incurred thereafter inconnectionwith such action.In no event C-4-9 Corporation: MasterTrustee: 10 27 Party Address FloridaHurricaneCatastropheFund: 15 16 C-4-9 1 2 Counsel to the effect the any such proposed amendment is authorized or permitted under this PledgeAgreement. 28 29 30 31 32 11 12 13 14 15 16 17 7 8 9 Any of such addressesmaybe changed at anytime upon writtennotice ofsuch change sent by United Slates certified orregistered mail,postage prepaid,to the other parties by the party effectingthechange. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 13 19 20 21 22 23 24 25 26 18 19 20 21 22 23 27 28 29 30 31 32 33 34 35 36 37 38 39 24 25 26 2 3 4 5 6 Section 16.Notices.All notices,demands and requests to be given to or made hereunder by theCorporation,LiteState Board ofAdministration or die Master Trustee shall be given or made in writing and shall be deemed to be properly given or made ifsent by United States certified or registered mail,return receipt requested,postage prepaid,addressed as follows: Othertitanamendments referredto in the preceding paragraph ofthis Section and subject to the terms and provisions and limitations contained in Section 1102 of theMasterIndenture and not otherwise,the Owners and Holders of not less (han a majority in aggregate principal amount of the Parity Obligations then Outstanding,shall have the right,from time to time, anything contained herein to the contrary notwithstanding,to consent to and approve die execution by theStateBoardof Administration,the Corporation and the Master Trustee of such supplements andamendments hereto as shallbe deemed necessaryanddesirableforthepurpose ofmodifying,altering,amending,adding to or rescinding,in any particular,any ofthe terms or provisions contained herein;provided,however,nothing in this Section shall permit or be construed as permitting a supplement or amendment which would impair the pledge and securityinterest grantedbythis Pledge Agreement Section 19.Rights ofthe Master Trustee.Neither the Master Trustee norany of its officers,directors,employees,agents,attomeys-in-facl or affiliates shall be liable forany action taken oromitted to be taken byit orany such officer,director,employee,agent attorney-in-fact or affiliate under or in connection with this Pledge Agreement (except for theMaster Trustee’s or any such person's own negligence or willful misconduct).The MasterTrustee undertakes to perform only such duties as arc expressly set forth herein.The Master Trustee may rely,and shall be protected in acting or refraining from acting,upon any written notice,instruction or request furnished to it hereunderand believed by it to bs genuine and to have been signedor presentedby the proper patty.The Master Trustee may consult with counsel of its choice and shall have ftdl and complete authorization and protection for any actiontaken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.Notwithstanding any provision to Ute contrary contained herein,the Master Trustee shall not be relieved of liabilityarising in connection withitsown negligenceorwillful misconduct. Section 18.Conflict.In the event that any part of this Pledge Agreement is determined to he in conflict with the terms ofdie Master Indenture,the terms of the Master Indenture shall govern tothe extentofsuch conflict Wells Fargo Bank,N.A. 7077BonnevalRoad,Suite400 Jacksonville,FL32216 Attention:CorporateTrustDepartment Any such notice,demand or request may also be transmitted to the appropriate above mentionedparty by telegram or telephoneand shall be deemed to be properly given ormade at the lime of suchtransmission if,and only if,such transmission ofnoticeshall be confirmedin writing and sentas specifiedabove. FloridaHurricaneCatastrophe Fund Finance Corporation c/o State Board ofAdministration 1801 Hermitage Boulevard Tallahassee,Florida32308 Attention:Senior FHCFOfficer FloridaHurricane Catastrophe Fund c/o StateBoardofAdministration 1801 HermitageBoulevard Tallahassee,Florida32308 Attention:ChiefOperating Officer Section 15.TerminationofPledgeAgreement.This Pledge Agreementshall(i)remain in full force andeffectuntil payment in full ofthe ParityObligations,(ii)be binding upon die FHCF,its successors and assigns and (iii)inure to the benefit of the Corporation,tine Master Trustee and theirrespective successors,transferees and assigns.Uponthe payment infull ofthe Parity Obligations,the security interest granted herein shall terminate and all rights to the Pledged Collateral shall revert to the FHCF.Upon any such termination,the Master Trustee shall,at (lie FHCFs expense,execute and deliver to the FHCF such documents as the State BoardofAdministrationshallreasonablyrequest(o evidencesuch termination. Section 17.No Waiver;Remedies.No failure on the part of flic Corporation or the Master Trustee to exercise,and no delay in exercising,any right under this Pledge Agreement shall operate asa waiver ofsuch right,and no singleor partial exercise of any rightunder this Pledge Agreement shall preclude any further exercise ofsuch rightor the exerciseof anyother right.The remediesprovided in this PledgeAgreementarecumulative andnot exclusive of any remediesprovided by law. C-4-10 17 18 C-4-10 6 7 1 2 36 37 38 39 40 22 23 24 25 26 27 28 29 7 8 8 9 10 11 12 1 2 3 4 9 10 11 12 13 14 15 16 17 18 19 20 21 30 31 32 33 34 35 4 5 6 (iv)Neithertheassets nor the creditworthinessoftheFHCFwill be heldout as being available forthepayment of any liability of the Corporation,and viceversa.Assets will notbe transferred bythe Corporation to or from theFHCFinconsistently with,die Act or with the intentto hinder,delayordefraudcreditors. (i)Each of them will maintain its respective books,financial records and accounts (including,without limitation,inter-entity transaction accounts)in a manner so as to identify separately die assets and liabilities of each such entity;each has observed and will observe all applicable corporate or trust procedures andfonnalities,includingwhere applicable, the holding ofregular periodic and special meetings of governing bodies,the recording and maintenance ofminutes ofsuch meetings,and the recording andmaintenance of resolutions,if any,adopted at such meetings;and all transactions and agreements between and among them have reflected andwill reflect the separatelegal existenceofeach entity and havebeenandwill beformally documented inwriting. Section25.Headings.Section headings in this Pledge Agreement are included for convenienceofreference only and shall not constituteapart ofthis Pledge Agreement forany otherpurpose. Section21.SeparateAccounts andRecords.TheState BoardofAdministrationand die Corporationrepresentandcovenant,each foritself,that: Section20.Members,Officers and Employees ofthe State Board ofAdministration and the Corporation Not Liable.Neither the members,officers and employees of the Stale Board of Administration nor the members of flic Board of Directors or the officers and employees of (lie Corporation shall be personally liable for any costs,losses,damages or liabilities caused or subsequently incurredbythe State Board of Administration or any member, officer,employee or agent thereofinconnection with oras a resultofthisPledge Agreement. Section24.Governing Law.This Pledge Agreement shall be governed by,and construed andinterpreted inaccordance with,thedomesticlaw oftheState. Section 22.Transfers to FHCF.Subject to the provisions of the Act,the Master Indenture and this Pledge Agreement,all money received by the Corporation or the Master Trustee which,together with other money available for the purposes of the Master Indenture, exceeds the amountrequiredfor such putposes shall be transferred to the order ofthe FHCF not laterthan thetimesprovidedthereforin theMasterIndenture andin this PledgeAgreement. (v)Each ofthem in itspapers and inthestatements ofits officials hasreferred andwillreferto theothers as separate and distinctlegal entities;andwill takeno actionthat is inconsistentwiththis Pledge Agreementor that wouldgive anycreditorofany ofthemcauseto believe either that any obligation incurred by it would be not only its obligation,but also of another party,or that it were notorwouldnot continuetoremain anentityseparate and distinct fromthe others. (iii)None of them has commingled orwill commingle any ofits assets,funds orliabilities with tireassets,funds orliabilities ofanyother person or entity.Eachofthemhas conducted and will conduct all business between itself and third parties in its own name and separateanddistinct from the others. (ii)Each of diem has paid and will pay its respective liabilities and losses from its own respective separate assets,and has compensated and will compensate all consultants,independent contractors andagentsfrom itsown fundsforservicesprovidedto it by suchconsultants,independent contractorsandagents. Section 23.Severability.Any provision of this Pledge Agreement that is prohibited, unenforceable or not authorized inanyjurisdiction shall,as tosuch,jurisdiction,be ineffective to the extent of such prohibition,uuenforceability or nonauthorization without invalidating the remainingprovisionsofthisPledgeAgreement or affectingthe validity,enforceability or legality ofsuchprovisioninanyotherjurisdiction. Section26.Counterparts.This PledgeAgreement maybe signed in any number of counterpart copies,and all such copies shall constitute one and the same instrument C-4-11 By:By: (SEAL)7 Attest: By:By 17 (SEAL) Attest: By: [Title]By: Brian P.Clark,VicePresident (SEAL)27 26 28 Attest: 27 [Title] Title: 19 19 C-4-11 1 2 1 2 5 6Presidentj" 29 30 25 26 3 4 FLORIDA HURRICANECATASTROPHEFUND FINANCE CORPORATION 28 29 24 25 22 23 18 19 20 21 12 13 14 15 16 8 9 10 11 3 4 'G p-‘. FLORIDAHURRICANECATASTROPHEFUND FINANCE CORPORATION WELLS FARGOBANK,N.A. MasterTrustee WELLSFARGO BANK,N A, MasterTrustee STATEBOARDOFADMINISTRATION, actingasthegoverningbody andadministrator ofthe FLORIDA HURRICANE CATASTROPHEFUND 10 '1£. INWITNESS WHEREOF,theparties havecausedthis PledgeAgreementto be duly executed and deliveredasofthedate first above written. 12 ... A - I gs i Attest: STATE BOARD OFADMINISTRATION, actingasthe governingbody and administratorof the FLORIDAHURRICANECATASTROPHEFUND ExecutiveDirector IN WITNESS WHEREOF,the partieshave caused thisPledge Agreementto beduly executedanddelivered as of the date first abovewritten. Secretary &1 17 ...(SEAL)/r 1K-b'LjS:J m -- 21^-xXssistantGeneral Counsel 22 23 24 [THIS PAGE INTENTIONALLY LEFT BLANK] D-1 APPENDIX D PROVISIONS FOR BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES The information set forth in this APPENDIX D is subject to any change in or reinterpretation of the rules, regulations and procedures of DTC, Euroclear or Clearstream (DTC, Euroclear and Clearstream together, the "Clearing Systems") currently in effect. The information in this APPENDIX D concerning the Clearing Systems has been obtained from sources believed to be reliable, but the Corporation does not take any responsibility for the accuracy, completeness or adequacy of the information in this APPENDIX D. Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. The Corporation will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests in the Bonds held through the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, references herein and in the Trust Agreement to the Bondholders, registered owners or owners (or similar terms) of the Bonds shall mean Cede & Co., as aforesaid, and shall not mean the beneficial owners of the Bonds. DTC Book-Entry-Only System DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities and registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued in the aggregate principal amount of such maturity (provided that if the aggregate principal amount of any single maturity exceeds $500,000,000, separate bond certificates shall be issued for each $500,000,000 and any amount in excess thereof and subject to any DTC restrictions on the maximum principal amount of a bond certificate), and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its D-2 Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Corporation as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participant’s accounts upon DTC’s receipt of funds and corresponding detail information from the Corporation or Master Trustee, on the payable date in accordance with their respective holdings shown on DTC’s records. D-3 Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Master Trustee, or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Master Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Corporation or the Master Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. NEITHER THE CORPORATION NOR THE MASTER TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR THE PERSONS FOR WHICH THEY ACT AS NOMINEES WITH RESPECT TO THE BONDS, OR FOR ANY PRINCIPAL OF OR INTEREST PAYMENT THEREON. The Corporation and the Master Trustee may treat DTC (or its nominee) as the sole and exclusive registered owner of the Bonds registered in its name for the purposes of payment of the principal of, or interest on, the Bonds, giving any notice permitted or required to be given to registered owners under the Trust Agreement, registering the transfer of the Bonds, or other action to be taken by registered owners and for all other purposes whatsoever. The Corporation and the Master Trustee shall not have any responsibility or obligation to any Direct or Indirect Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Direct or Indirect Participant, or any other person which is not shown on the registration books of the Corporation (kept by the Master Trustee) as being a registered owner, with respect to the accuracy of any records maintained by DTC or any Direct or Indirect Participant; the payment by DTC or any Direct or Indirect Participant of any amount in respect of the principal of or interest on the Bonds; any notice which is permitted or required to be given to registered owners thereunder or under the conditions to transfers or exchanges adopted by the Corporation; or other action taken by DTC as registered owner. Global Clearance Procedures Beneficial interests in the 2024A Bonds may be held through DTC, Clearstream Banking, S.A. ("Clearstream") or Euroclear Bank SA/NV ("Euroclear") as operator of the Euroclear System, directly as a participant or indirectly through organizations that are participants in such system. Euroclear and Clearstream. Euroclear and Clearstream each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders. Euroclear and Clearstream provide various services including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream also deal with domestic securities markets in several countries through established depositary and custodial relationships. Euroclear and Clearstream have D-4 established an electronic bridge between their two systems across which their respective participants may settle trades with each other. Euroclear and Clearstream customers are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of either system, either directly or indirectly. Clearing and Settlement Procedures. The 2024A Bonds sold in offshore transactions will be initially issued to investors through the book-entry facilities of DTC, or Clearstream and Euroclear in Europe if the investors are participants in those systems, or indirectly through organizations that are participants in the systems. For any of such 2024A Bonds, the record holder will be DTC’s nominee. Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories. The depositories, in turn, will hold positions in customers’ securities accounts in the depositories’ names on the books of DTC. Because of time zone differences, the securities account of a Clearstream or Euroclear participant as a result of a transaction with a participant, other than a depository holding on behalf of Clearstream or Euroclear, will be credited during the securities settlement processing day, which must be a business day for Clearstream or Euroclear, as the case may be, immediately following the DTC settlement date. These credits or any transactions in the securities settled during the processing will be reported to the relevant Euroclear participant or Clearstream participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or Euroclear participant to a DTC Participant, other than the depository for Clearstream or Euroclear, will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC. Transfer Procedures. Transfers between participants will occur in accordance with DTC rules. Transfers between Clearstream participants or Euroclear participants will occur in accordance with their respective rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected by DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the relevant depositories; however, cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the system in accordance with its rules and procedures and within its established deadlines in European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream participants or Euroclear participants may not deliver instructions directly to the depositories. The Corporation will not impose any fees in respect of holding the 2024A Bonds; however, holders of book-entry interests in the 2024A Bonds may incur fees normally payable in respect of the maintenance and operation of accounts in DTC, Euroclear and Clearstream. D-5 Initial Settlement. Interests in the 2024A Bonds will be in uncertified book-entry form. Purchasers electing to hold book-entry interests in the 2024A Bonds through Euroclear and Clearstream accounts will follow the settlement procedures applicable to conventional Eurobonds. Book-entry interests in the 2024A Bonds will be credited to Euroclear and Clearstream participants’ securities clearance accounts on the business day following the date of delivery of the 2024A Bonds against payment (value as on the date of delivery of the 2024A Bonds). DTC participants acting on behalf of purchasers electing to hold book-entry interests in the 2024A Bonds through DTC will follow the delivery practices applicable to securities eligible for DTC's Same Day Funds Settlement system. DTC participants’ securities accounts will be credited with book-entry interests in the 2024A Bonds following confirmation of receipt of payment to the Corporation on the date of delivery of the 2024A Bonds. Secondary Market Trading. Secondary market trades in the 2024A Bonds will be settled by transfer of title to book-entry interests in Euroclear, Clearstream or DTC, as the case may be. Title to such book- entry interests will pass by registration of the transfer within the records of Euroclear, Clearstream or DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the 2024A Bonds may be transferred within Euroclear and within Clearstream and between Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and Clearstream. Book-entry interests in the 2024A Bonds may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfer of book-entry interests in the 2024A Bonds between Euroclear or Clearstream and DTC may be effected in accordance with procedures established for this purpose by Euroclear, Clearstream and DTC. Special Timing Considerations. Investors should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the 2024A Bonds through Euroclear or Clearstream on days when those systems are open for business. In addition, because of time-zone differences, there may be complications with completing transactions involving Clearstream and/or Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the 2024A Bonds, or to receive or make a payment or delivery of the 2024A Bonds, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg if Clearstream is used, or Brussels if Euroclear is used. Clearing Information. It is expected that the 2024A Bonds will be accepted for clearance through the facilities of Euroclear and Clearstream. The CUSIP numbers for the 2024A Bonds are set forth on the inside cover of the Official Statement. General. Neither Euroclear nor Clearstream is under any obligation to perform or continue to perform the procedures referred to above, and such procedures may be discontinued at any time. NEITHER THE CORPORATION NOR THE UNDERWRITERS WILL HAVE ANY RESPONSIBILITY FOR THE PERFORMANCE BY EUROCLEAR OR CLEARSTREAM OR THEIR RESPECTIVE DIRECT OR INDIRECT PARTICIPANTS OR ACCOUNT HOLDERS OF THEIR RESPECTIVE OBLIGATIONS UNDER THE RULES AND PROCEDURES GOVERNING THEIR OPERATIONS OR THE ARRANGEMENTS REFERRED TO ABOVE. [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX E FORM OF APPROVING OPINION [THIS PAGE INTENTIONALLY LEFT BLANK] E-1 APPENDIX E FORM OF OPINION OF NABORS, GIBLIN & NICKERSON, P.A., WITH RESPECT TO THE 2024A BONDS Upon delivery of the 2024A Bonds in definitive form, Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, proposes to render its opinion with respect to such 2024A Bonds in substantially the following form: (Date of Delivery) State Board of Administration Finance Corporation Tallahassee, Florida State Board of Administration of Florida Tallahassee, Florida Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the State Board of Administration Finance Corporation (the "Corporation") of its $1,000,000,000 State Board of Administration Finance Corporation Revenue Bonds, Series 2024A (Taxable) (the "Series 2024A Bonds"). The Series 2024A Bonds are being issued pursuant to Section 215.555, Florida Statutes (the "Act"). The Series 2024A Bonds are being issued for the principal purpose of providing moneys to enable the Florida Hurricane Catastrophe Fund (the "FHCF"), a trust fund established by the Act, to maximize the ability of the FHCF to meet future obligations, specifically to provide funds to enable the FHCF to make reimbursement payments to participating insurers for reimbursable losses caused by any Covered Events occurring in the Contract Year ending May 31, 2025 or any subsequent Contract Year. In connection with the delivery of this opinion, we have examined the following: (i) the Act; (ii) the Master Trust Indenture, dated as of June 1, 2006, between the Corporation and Regions Bank, as successor to Wells Fargo Bank, N.A., as Master Trustee (the "Master Trustee"), as amended and supplemented (the "Master Trust Indenture"), in particular as supplemented by the Ninth Supplemental Indenture, dated as of May 1, 2024 (the "Ninth Supplemental Indenture"); (iii) the resolution of the Corporation adopted October 25, 2023 (the "Corporation Resolution"); (iv) the resolution of the State Board of Administration of Florida (the "SBA Resolution") adopted October 25, 2023; (v) the Pledge and Security Agreement, dated as of June 1, 2006, as amended (the "Pledge State Board of Administration (Date of Delivery) Finance Corporation State Board of Administration of Florida Page 2 E-2 Agreement"), among the Corporation, the FHCF and the Master Trustee; and (vi) such other documents, instruments, proceedings and opinions as we have deemed relevant in rendering this opinion. All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them under the Master Trust Indenture. As to questions of fact material to our opinion, we have relied upon representations of the Corporation and the State Board of Administration of Florida (the "SBA") contained in the Corporation Resolution, the SBA Resolution, the Master Trust Indenture, the Ninth Supplemental Indenture, the Pledge Agreement and in the certified proceedings and other certifications of appropriate officials of the Corporation and the SBA furnished to us, without undertaking to verify the same by independent investigation. Furthermore, we have assumed continuing compliance with the covenants and agreements contained in the Corporation Resolution, the SBA Resolution, the Master Trust Indenture, the Ninth Supplemental Indenture and the Pledge Agreement. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates, representations and opinions relating to the Series 2024A Bonds, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based upon the foregoing and in reliance upon the matters hereinafter referred to, under existing law, we are of the opinion that: 1. The Corporation is an instrumentality and public benefits corporation of the State, duly created and validly existing under and by virtue of the Act, with the power to enter into the Master Trust Indenture, the Ninth Supplemental Indenture and the Pledge Agreement and to issue the Series 2024A Bonds. 2. The FHCF is a trust fund established by the Act for bond covenants, indentures, or resolutions within the meaning of Article III, Section 19(f)(3) of the Florida Constitution. 3. The Corporation Resolution has been duly adopted by the Corporation pursuant to the Act, is valid and binding upon the Corporation and is enforceable in accordance with its terms. 4. The Corporation has duly authorized, executed and delivered the Master Trust Indenture and the Ninth Supplemental Indenture and each of the Master Trust State Board of Administration (Date of Delivery) Finance Corporation State Board of Administration of Florida Page 3 E-3 Indenture and the Ninth Supplemental Indenture constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms. The Master Trust Indenture creates a valid pledge of, and lien on, the Net Receipts, subject only to the provisions of the Master Trust Indenture permitting the withdrawal, payment, use or setting apart thereof for the purposes and on the terms and conditions set forth in the Master Trust Indenture. 5. Each of the Corporation and the SBA has the right and lawful authority to enter into the Pledge Agreement, and the Pledge Agreement has been duly authorized, executed and delivered by the Corporation and the SBA and constitutes a legal, valid and binding obligation of each of the Corporation and the SBA enforceable in accordance with its terms. By virtue of the Act, the Pledge Agreement creates a valid pledge of and security interest in the Pledged Collateral (as defined in the Pledge Agreement), subject only to the provisions of the Pledge Agreement permitting the withdrawal, payment, use or setting apart thereof for or to the purposes and on the terms and conditions set forth in the Pledge Agreement. 6. The Series 2024A Bonds have been duly authorized, executed and issued by the Corporation in accordance with the Act and the Constitution and laws of the State of Florida (the "State"), and in accordance with the Master Trust Indenture and the Pledge Agreement, and represent valid special obligations of the Corporation, enforceable in accordance with their terms and the terms of the Master Trust Indenture. The Series 2024A Bonds are payable from the Net Receipts derived from the Pledged Collateral received by the Corporation in accordance with the Pledge Agreement and do not constitute a debt or liability of the State or of any political subdivision thereof. None of the credit, revenues or taxing power of the State or of any political subdivision thereof is pledged to the payment of the Series 2024A Bonds. 7. Interest on the Series 2024A Bonds is not excludable from gross income of the holders thereof for federal income tax purposes. Except as stated in paragraph 7 above, we express no opinion regarding any other federal tax consequences relating to the ownership or disposition of, or accrual or receipt of interest on, the Series 2024A Bonds. 8. The Series 2024A Bonds and interest thereon are exempt from taxation by the State and any political subdivision thereof, including the income tax under Chapter 220, Florida Statutes. This exemption does not apply to any tax imposed by Chapter 220, State Board of Administration (Date of Delivery) Finance Corporation State Board of Administration of Florida Page 4 E-4 Florida Statutes, on interest, income or profits on debt obligations owned by corporations, other than the Corporation. All opinions as to the enforceability of the legal obligations of the Corporation and the SBA set forth herein are subject to and limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws, in each case relating to or affecting the enforcement of creditors' rights and (ii) applicable laws or equitable principles that may affect remedies or injunctive or other equitable relief. We have assumed the due authorization, execution and delivery of the Master Trust Indenture, the Ninth Supplemental Indenture and the Pledge Agreement by the Master Trustee. It should be noted that except as may expressly be set forth in an opinion delivered by us to the underwriters (on which opinion only they may rely) for the Series 2024A Bonds on the date hereof, we have not been engaged or undertaken to review (1) the accuracy, sufficiency or completeness of the Official Statement or other offering material relating to the Series 2024A Bonds and we express no opinion relating thereto, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2024A Bonds and we express no opinion relating thereto. The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts and circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We have examined the form of the Series 2024A Bonds and, in our opinion, the form of the Series 2024A Bonds is regular and proper. Respectfully submitted, APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT [THIS PAGE INTENTIONALLY LEFT BLANK] F-1 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT its $1,000,000,000 aggregate principal amount of State Board of Administration Finance Corporation Bank, Jacksonville, Florida, as successor trustee to Wells Fargo Bank, N.A., as amended and supplemented, particularly as supplemented by the Ninth Supplemental Indenture dated as of May 1, SECTION 1. PURPOSE OF THE DISCLOSURE AGREEMENT. This Disclosure Agreement is being executed and delivered by the Corporation and the State Board of Administration for the benefit of the Owner and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule (defined below). It shall inure solely to the benefit of the Corporation, the State Board of Administration, the Owners, the Beneficial Owners, and the Participating Underwriters. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Indenture which apply to any capitalized term used in this Disclosure Agreement, unless otherwise defined herein, the following capitalized terms shall have the following meanings: consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) a guarantee of (a) or (b). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. with the Rule in connection with offering of the Bonds. -12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. F-2 SECTION 3. CONTINUING DISCLOSURE. (A) Information To Be Provided. The Corporation assumes all responsibilities for any continuing disclosure as described below. In order to comply with the Rule, the Corporation hereby agrees to provide or cause to be provided the information set forth below, or such other information as may be required, from time to time, to be provided by the Rule or the State Board of Administration. The State Board of Administration will be responsible for the filing of the information required by the Rule. The State Board of Administration can elect to use the Division of Bond Finance to perform the filings required by the Rule and herein. (1) Financial Information and Operating Data. For fiscal years ending on June 30, 2024, and thereafter, annual historical financial information and operating data shall be provided within nine months after the end of the State's fiscal year. Such information shall include: (a) Historical Debt Service Coverage; (b) Tabular information set forth in the Official Statement entitled: i.Net ii. iii. iv. Lines Insurers (c) Annual financial statements of the Corporation and the FHCF. The Corporation reserves the right to modify from time to time the specific types of information provided in its filing or the format of the presentation of such information, to the extent necessary or appropriate in the judgement of the Corporation; provided that the Corporation agrees that any such modification will be done in a manner consistent with the Rule. (2) Audited Financial Statements. If not submitted as part of the annual financial information, a copy of the Corporation's and the FHCF's audited financial statements, prepared in accordance with generally accepted accounting principles, will be provided when and if available. (3) Material Events Notices. Notice of the following events relating to the Bonds will be provided in a timely manner not in excess of ten business days after the occurrence of the event: (a) principal and interest payment delinquencies; (b) non-payment related defaults, if material; (c) unscheduled draws on debt-service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting financial difficulties; (e) substitution of credit or liquidity providers, or their failure to perform; (f) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (g) modifications to rights of Bondholders, if material; (h) bond calls, if material, and tender offers; F-3 (i) defeasances; (j) release, substitution or sale of property securing repayment of the Bonds, if material; (k) rating changes; (l) bankruptcy, insolvency, receivership or similar event of the obligated person; (m) the consummation of merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (n) appointment of a successor or additional trustee or the change of name of a trustee, if material; (o) incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and (p) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (4) Failure to Provide Annual Financial Information; Remedies. (a) Notice of the failure of the Corporation to provide the information required by paragraphs (A)(1) or (A)(2) of this Section will be provided in a timely manner. (b) The Corporation acknowledges that its undertaking pursuant to the Rule set forth in this Section is for the benefit of the Beneficial Owners and Owners of the Bonds and shall be enforceable only by such Beneficial Owners and Owners; provided that the right to enforce the provisions of such undertaking shall be conditioned upon the same enforcement restrictions as are applicable to the information undertakings in the Authorizing Resolution and shall be limited to a right to obtain specific enforcement of the Corporation's obligations hereunder. (B) Methods of Providing Information. (1)(a) Annual financial information and operating data described in paragraph 3(A)(1) and the audited financial statements described in paragraph 3(A)(2) shall be transmitted to the MSRB be subsequently determined by the MSRB. (b) Material event notices described in paragraph 3(A)(3) and notices described in paragraph 3(A)(4) shall also be transmitted to the MSRB using EMMA or by such other method as may be subsequently determined by the MSRB. (2)(a) Information shall be provided to the MSRB in an electronic format as prescribed by the MSRB, either directly, or indirectly through an indenture trustee or a designated agent. F-4 (b) All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. (C) If this Disclosure Agreement is amended to change the operating data or financial information to be disclosed, the annual financial information containing amended operating data or financial information will explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. (D) The Corporation's obligations hereunder shall continue until such time as the Bonds are no longer Outstanding or until the Corporation shall otherwise no longer remain obligated on the Bonds. (E) This Disclosure Agreement may be amended or modified so long as: (1) any such amendments are not violative of any rule or regulation of the SEC or MSRB, or other federal or state regulatory body; (2) the amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the obligated person, or type of business conducted; (3) this Disclosure Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (4) the amendment does not materially impair the interests of Beneficial Owners or Owners, as determined either by parties unaffiliated with the issuer or obligated person (such as bond counsel), or by approving vote of the Beneficial Owners and Owners pursuant to the terms of the Indenture at the time of the amendment. [Remainder of page intentionally left blank] F-5 SECTION 4. ADDITIONAL INFORMATION. If, when submitting any information required by this Disclosure Agreement, the Corporation or the State Board of Administration chooses to include additional information not specifically required by this Disclosure Agreement, neither the Corporation nor the State Board of Administration shall have any obligation to update such information or include it in any such future submission. Dated as of May 1, 2024 STATE BOARD OF ADMINISTRATION FINANCE CORPORATION By: Name: Gina Wilson Title: President STATE BOARD OF ADMINISTRATION OF FLORIDA, on behalf of the Florida Hurricane Catastrophe Fund By: Name: Lamar Taylor Title: Interim Executive Director and Chief Investment Officer [THIS PAGE INTENTIONALLY LEFT BLANK] STATE OF FLORIDA • State BoardofadminiStrationfinancecorporation, revenue BondS, SerieS 2024a (taxaBle) ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater APPENDIX B Official Statement of the $231,030,000 City of Tampa, Florida Water and Wastewater Revenue Bonds, Series 2024 NEW ISSUE – BOOK-ENTRY ONLY SEE “RATINGS” herein In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under “TAX MATTERS,” interest on the 2024 Bonds is (a) excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under the caption “TAX MATTERS,” and (b) not an item of tax preference for purposes of the federal alternative minimum tax; provided, however, with respect to certain corporations, interest on the 2024 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. See “TAX MATTERS” herein for a general discussion of Bond Counsel’s opinion and other tax considerations. $231,030,000 CITY OF TAMPA, FLORIDA Water and Wastewater Systems Revenue Bonds, Series 2024 Dated: Date of Delivery Due: October 1, as shown on the inside cover The City of Tampa, Florida (the “City”) is issuing its $231,030,000 Water and Wastewater Systems Revenue Bonds, Series 2024 (the “2024 Bonds”), as fully registered bonds and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of interests in the 2024 Bonds will be made in book-entry form only in the principal amount of $5,000 or any integral multiple thereof. Purchasers of the 2024 Bonds will not receive physical delivery of certificates. Transfers of ownership interests in the 2024 Bonds will be affected through the DTC book-entry system as described herein. Interest on the 2024 Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2025. Principal of the 2024 Bonds is payable on October 1 of the years and in the amounts shown on the inside cover. Payment of interest on and principal of the 2024 Bonds will be made by U.S. Bank Trust Company, National Association, Orlando, Florida, as Paying Agent and Registrar, to Cede & Co., as registered owner of the 2024 Bonds. DTC will remit payments to the DTC participants for subsequent disbursement to the beneficial owners as further described herein. See “DESCRIPTION OF THE 2024 BONDS – Book-Entry System” herein. The 2024 Bonds are being issued to provide funds to (i) finance and/or reimburse the costs of certain capital improvements to the System (as more particularly described herein) (the “2024 Project”) and (ii) pay certain costs of issuance of the 2024 Bonds. See “THE 2024 PROJECT” herein. The 2024 Bonds are subject to redemption prior to maturity as described herein. See “DESCRIPTION OF THE 2024 BONDS” herein. The 2024 Bonds are being issued pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly, Chapter 166, Florida Statutes, the municipal charter of the City and other applicable provisions of law (collectively, the “Act”), and Resolution No. 88-1435, adopted by the City Council on August 4, 1988, as amended and supplemented, and as particularly amended and restated in its entirety by Resolution No. 2011-609 adopted by the City Council on August 18, 2011, as it may be amended and supplemented from time to time, and as particularly supplemented by a resolution adopted by the City Council on September 5, 2024 (collectively, the “Bond Resolution”). Principal of, premium, if any, and interest on the 2024 Bonds are payable from and secured by a pledge of and lien on the Pledged Funds (as defined herein) in the manner and to the extent provided in the Bond Resolution. The 2024 Bonds are being issued on a parity (except as otherwise provided in the Bond Resolution, as more fully described herein) together with the Water and Sewer Systems Refunding Revenue Bonds, Series 2015 (the “2015 Bonds”), the Water and Wastewater Systems Revenue Bond, Series 2016 (the “2016 Bond”), the Water and Wastewater Systems Revenue Bonds, Series 2020A and the Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B (collectively, the “2020 Bonds”), and the Water and Wastewater Systems Revenue Bonds, Series 2022A (Green Bonds) and Water and Wastewater Systems Revenue Bonds, Series 2022B (collectively, the “2022 Bonds,” and together with the 2015 Bonds, the 2016 Bond, the 2020 Bonds, and the 2022 Bonds, collectively referred to herein as the “Parity Bonds”). The 2024 Bonds are not secured by any Credit Facility or Bond Insurance Policy or by any amounts on deposit in the Reserve Account or in any separate reserve fund, reserve account or subaccount therein. THE 2024 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE CITY AS “BONDS” WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS, IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. NO HOLDER OF ANY 2024 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH 2024 BOND, OR BE ENTITLED TO PAYMENT OF SUCH 2024 BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. THE 2024 BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON THE SYSTEM OR ANY OTHER PROPERTY OF THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2024 Bonds are offered for delivery when, as and if issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain other legal matters will be passed upon for the City by Bryant Miller Olive, P.A., Tampa, Florida, as Disclosure Counsel. Certain other legal matters will be passed upon for the City by the City Attorney’s Office. Certain legal matters in connection with the 2024 Bonds will be passed upon for the Underwriters by Squire Patton Boggs (US) LLP, Tampa, Florida, Counsel to the Underwriters. Ford & Associates, Inc., Tampa, Florida, is serving as Financial Advisor to the City in connection with the issuance of the 2024 Bonds. It is expected that the 2024 Bonds in definitive form will be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about October 17, 2024. BofA Securities Jefferies Raymond James Ramirez & Co., Inc. RBC Capital Markets Siebert Williams Shank & Co., LLC Dated October 2, 2024 {25611/031/02762066.DOCXv3} MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS $231,030,000 CITY OF TAMPA, FLORIDA Water and Wastewater Systems Revenue Bonds, Series 2024 $107,430,000 Serial Bonds Maturity (October 1) Amount Interest Rate Yield Price Initial CUSIP Number** 2025 $610,000 5.00% 2.58% 102.268 875291BS4 2026 3,770,000 5.00 2.32 105.093 875291BT2 2027 1,780,000 5.00 2.31 107.641 875291BU9 2028 1,875,000 5.00 2.33 110.032 875291BV7 2029 1,970,000 5.00 2.35 112.327 875291BW5 2030 2,070,000 5.00 2.43 114.168 875291BX3 2031 2,175,000 5.00 2.50 115.869 875291BY1 2032 3,095,000 5.00 2.61 117.068 875291BZ8 2033 2,655,000 5.00 2.66 118.536 875291CA2 2034 6,465,000 5.00 2.71 119.863 875291CB0 2035 6,790,000 5.00 2.79* 119.093* 875291CC8 2036 7,130,000 5.00 2.85* 118.520* 875291CD6 2037 7,480,000 5.00 2.92* 117.855* 875291CE4 2038 7,860,000 5.00 2.94* 117.666* 875291CF1 2039 8,250,000 5.00 3.01* 117.007* 875291CG9 2040 8,660,000 5.00 3.09* 116.259* 875291CH7 2041 8,075,000 5.00 3.19* 115.333* 875291CJ3 2042 8,475,000 5.00 3.27* 114.598* 875291CK0 2043 8,900,000 5.00 3.34* 113.959* 875291CL8 2044 9,345,000 5.00 3.41* 113.325* 875291CM6 $29,365,000 5.00% Term 2024 Bonds due on October 1, 2047‐‐ Yield 3.55%* ‐‐ Price 112.069* Initial CUSIP Number 875291CN4** $25,000,000 5.00% Term 2024 Bonds due on October 1, 2049‐‐ Yield 3.61%* ‐‐ Price 111.536* Initial CUSIP Number 875291CP9** $69,235,000 5.00% Term 2024 Bonds due on October 1, 2054‐‐ Yield 3.74%* ‐‐ Price 110.391* Initial CUSIP Number 875291CQ7** * Yield and price to first optional call date of October 1, 2034. ** The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the City as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. CITY OF TAMPA, FLORIDA ELECTED OFFICIALS MAYOR Jane Castor CITY COUNCIL Guido Maniscalco, Chair Alan Clendenin, Chair Pro Tem Bill Carlson Gwendolyn Henderson Lynn Hurtak Charlie Miranda Luis Viera APPOINTED OFFICIALS John Bennett, Chief of Staff Andrea Zelman, Esq., City Attorney Dennis R. Rogero, Jr., Chief Financial Officer Jean Duncan, Infrastructure and Mobility Administrator Barbara Tripp, Fire Chief Lee Bercaw, Police Chief Abbye Feeley, Interim Development & Economic Opportunity Administrator Ocea Wynn, Neighborhood & Community Affairs Administrator Shirley Foxx-Knowles, City Clerk Brad Baird, Deputy Administrator of Infrastructure Eric Weiss, Director of Wastewater Rory Jones, Director of Water FINANCIAL ADVISOR Ford & Associates, Inc. Tampa, Florida BOND COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa, Florida CONSULTING ENGINEERS Carollo Engineers, Inc. Tampa, Florida FINANCIAL FEASIBILITY CONSULTANT Raftelis Financial Consultants, Inc. Maitland, Florida No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations in connection with the 2024 Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2024 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City, DTC and other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the City with respect to any information provided by others. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the 2024 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE 2024 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE 2024 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, SUBJECT TO ANY CONTRACTUAL OR LEGAL RESPONSIBILITIES TO THE CONTRARY. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE CITY AND ANY ONE OR MORE OF THE OWNERS OF THE 2024 BONDS. i TABLE OF CONTENTS Page INTRODUCTION ....................................................................................................................................................... 1 General ..................................................................................................................................................................... 1 Authority for Issuance ........................................................................................................................................... 1 THE CITY ..................................................................................................................................................................... 2 Background .............................................................................................................................................................. 2 City Government .................................................................................................................................................... 2 THE 2024 PROJECT .................................................................................................................................................... 3 DESCRIPTION OF THE 2024 BONDS ..................................................................................................................... 3 General ..................................................................................................................................................................... 3 Redemption Provisions .......................................................................................................................................... 4 Book-Entry Only System ....................................................................................................................................... 5 2024 Bonds Mutilated, Destroyed, Stolen or Lost .............................................................................................. 8 Interchangeability, Negotiability and Transfer .................................................................................................. 8 SECURITY FOR THE BONDS ................................................................................................................................ 10 General ................................................................................................................................................................... 10 Subordinated Indebtedness ................................................................................................................................. 13 Bonds Not Indebtedness of the City .................................................................................................................. 14 Funds and Accounts ............................................................................................................................................. 14 Construction Fund ................................................................................................................................................ 15 No Reserve Funding for 2024 Bonds .................................................................................................................. 15 Rates ....................................................................................................................................................................... 16 Rate Stabilization Fund ........................................................................................................................................ 16 Disposition of Government Grants, Gross Revenues and Special Assessments .......................................... 16 Water Connection Fees Fund .............................................................................................................................. 22 Wastewater Connection Fees Fund .................................................................................................................... 23 Additional Bonds .................................................................................................................................................. 23 No Free Service ..................................................................................................................................................... 26 No Mortgage or Sale of the System .................................................................................................................... 26 Enforcement of Charges ....................................................................................................................................... 28 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................ 28 DEBT SERVICE REQUIREMENTS FOR THE BONDS ....................................................................................... 29 MANAGEMENT ...................................................................................................................................................... 30 THE SYSTEM ............................................................................................................................................................ 31 Background of Water and Wastewater Departments ...................................................................................... 31 Water System ......................................................................................................................................................... 31 Wastewater System .............................................................................................................................................. 40 Other Matters ........................................................................................................................................................ 47 RATES, FEES AND OTHER CHARGES FOR SERVICE ..................................................................................... 47 Water and Wastewater Rates .............................................................................................................................. 47 Reclaimed Water Fees .......................................................................................................................................... 54 Water Meter Installation and Connection Charges .......................................................................................... 54 ii Water and Wastewater Service Deposits ........................................................................................................... 55 Water Connection Fees ........................................................................................................................................ 56 Wastewater Connection Fees .............................................................................................................................. 57 Miscellaneous Service Charges ........................................................................................................................... 58 Rate Comparisons ................................................................................................................................................. 60 HISTORICAL COVERAGE OF DEBT SERVICE BY WATER AND WASTEWATER SYSTEMS REVENUES ................................................................................................................................................... 62 PROJECTED OPERATING RESULTS ................................................................................................................... 64 CAPITAL IMPROVEMENT PROGRAM .............................................................................................................. 66 FINDINGS AND CONCLUSIONS OF CONSULTING ENGINEERS AND FEASIBILITY CONSULTANT ............................................................................................................................................ 68 Consulting Engineer ............................................................................................................................................. 68 Financial Feasibility Consultant ......................................................................................................................... 69 INVESTMENT CONSIDERATIONS ..................................................................................................................... 69 INVESTMENT POLICY ........................................................................................................................................... 75 LEGAL MATTERS .................................................................................................................................................... 75 LITIGATION ............................................................................................................................................................. 76 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ........................................................... 76 TAX MATTERS ......................................................................................................................................................... 77 Opinion of Bond Counsel .................................................................................................................................... 77 Internal Revenue Code of 1986 ........................................................................................................................... 77 Collateral Tax Consequences .............................................................................................................................. 77 Other Tax Matters ................................................................................................................................................. 78 Original Issue Premium ....................................................................................................................................... 78 RATINGS ................................................................................................................................................................... 79 FINANCIAL ADVISOR ........................................................................................................................................... 79 AUDITED FINANCIAL STATEMENTS ............................................................................................................... 79 ENFORCEABILITY OF REMEDIES ....................................................................................................................... 80 CONTINUING DISCLOSURE ................................................................................................................................ 80 UNDERWRITING .................................................................................................................................................... 80 EXPERTS AND CONSULTANTS .......................................................................................................................... 81 CONTINGENT FEES ............................................................................................................................................... 81 FORWARD LOOKING STATEMENTS ................................................................................................................. 82 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT ................................................................ 82 AUTHORIZATION OF OFFICIAL STATEMENT ............................................................................................... 83 iii APPENDICES: APPENDIX A -Information Regarding the City of Tampa APPENDIX B -Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023 APPENDIX C -Form of the Bond Resolution APPENDIX D -Consulting Engineers Report APPENDIX E -Financial Feasibility Report APPENDIX F -Form of Bond Counsel Opinion APPENDIX G -Form of Continuing Disclosure Certificate [THIS PAGE INTENTIONALLY LEFT BLANK] 1 OFFICIAL STATEMENT $231,030,000 CITY OF TAMPA, FLORIDA Water and Wastewater Systems Revenue Bonds, Series 2024 INTRODUCTION General The purpose of this Official Statement, which includes the cover page, inside cover page, and the Appendices, is to present information for the offering by the City of Tampa, Florida (the "City") of its $231,030,000 Water and Wastewater Systems Revenue Bonds, Series 2024 (the "2024 Bonds"). The 2024 Bonds are being issued on a parity (except as otherwise provided in the Bond Resolution, as more fully described herein) together with the Water and Sewer Systems Refunding Revenue Bonds, Series 2015 (the "2015 Bonds"), the Water and Wastewater Systems Revenue Bond, Series 2016 (the "2016 Bond"), the Water and Wastewater Systems Revenue Bonds, Series 2020A and the Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B (collectively, the "2020 Bonds"), and the Water and Wastewater Systems Revenue Bonds, Series 2022A (Green Bonds) and Water and Wastewater Systems Revenue Bonds, Series 2022B (collectively, the "2022 Bonds," and together with the 2015 Bonds, the 2016 Bond, the 2020 Bonds, and the 2022 Bonds, collectively referred to herein as the "Parity Bonds"). The Parity Bonds and any Additional Bonds hereafter issued pursuant to the Bond Resolution (as hereinafter defined) (including the 2024 Bonds) are collectively referred to as the "Bonds." The 2024 Bonds are being issued to provide funds to (i) finance and/or reimburse the costs of certain capital improvements to the System (as more particularly described herein) (the "2024 Project") and (ii) pay certain costs of issuance of the 2024 Bonds. See "THE 2024 PROJECT" herein. This introduction is not, and is not intended to be, a summary of this Official Statement. It is only a brief description of, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page, inside cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the 2024 Bonds is made only by means of this Official Statement and is subject in all respects to the information contained herein. Authority for Issuance The 2024 Bonds are being issued pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly, Chapter 166, Florida Statutes, the municipal charter of the City and other applicable provisions of law (collectively, the "Act"), and Resolution No. 88-1435, adopted by the City Council on August 4, 1988, as amended and supplemented, and as particularly amended and restated in its entirety by Resolution No. 2011-609 adopted by the City Council on August 18, 2011, as it may be amended and supplemented from time to time, and as particularly supplemented by a resolution adopted by the City Council September 5, 2024 (collectively, the "Bond Resolution"). All terms used herein in capitalized form and not otherwise defined have the meanings ascribed thereto in the Bond Resolution. For a complete description of the terms and conditions of the 2024 Bonds, reference is made to "APPENDIX C – Form of the Bond Resolution" attached hereto. 2 THE CITY Background The City, initially incorporated in 1855 with a second incorporation in 1887, is the largest city in Hillsborough County, Florida (the "County"), is the county seat, and is the third most populous city in Florida. It is located on the west coast of Florida, approximately 200 miles northwest of Miami, 180 miles southwest of Jacksonville, and 20 miles northeast of St. Petersburg. The City currently occupies 113 square miles and, in 2023, had an estimated population of 403,364. The City is empowered to levy a property tax on real property located within its boundaries. It is empowered by State statute to extend its corporate limits by annexation, which occurs periodically when deemed appropriate by the City Council. City Government The City has operated under a strong mayor-council form of government since 1945 and pursuant to the current City Charter originally adopted in 1975. Legislative authority is vested in an elected City Council consisting of seven (7) members. The City Council is responsible, among other things, for passing ordinances, adopting the budget, appointing committees, and approving the hiring of department head nominees submitted by the Mayor. The Mayor is responsible for carrying out the policies and ordinances of the City Council, for overseeing the day-to-day operations of the City, for drafting the budget and submitting it to the City Council for approval, and for nominating department heads for hiring approval by the City Council. The Mayor and all seven (7) City Council members are elected every four years with a term limit of two (2) consecutive terms. The Mayor and three City Council members are elected at large, and four City Council members are elected from single-member districts within the City. However, the three City Council members who are chosen from one of the three at-large districts may choose to run in a single-member district, and the four City Council members who are elected from a single-member district may run in an at-large district. Ordinance No. 2023-3 provides "provided however, no person who has, or but for resignation, would have served as member of the City Council for a total of four consecutive, full terms shall be elected as a City Council member of the succeeding term." The Mayor, current members of the City Council and expiration of their current terms of office are as follows: Mayor and City Council Members Date Term Expires Jane Castor, Mayor April 30, 2027 Guido Maniscalco, Chairman April 30, 2027 Alan Clendenin, Chair Pro Tem April 30, 2027 Bill Carlson April 30, 2027 Gwendolyn Henderson April 30, 2027 Lynn Hurtak April 30, 2027 Charlie Miranda April 30, 2027 Luis Viera April 30, 2027 The City provides a full range of services, including police and fire protection; the construction of streets, and other infrastructure; including stormwater management improvements; recreation and park facilities, convention facilities, water, wastewater, solid waste, and parking operations. For more information, see "APPENDIX A – General Information Regarding the City of Tampa" and "APPENDIX B 3 – Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023" attached to this Official Statement. The annual budget serves as the foundation for the City’s financial planning and control. All departments of the City are required to submit requests for appropriation to the Mayor. The Mayor uses these requests as the starting point for developing the proposed budget. The Mayor then presents this proposed budget to the City Council for review prior to August 15. The City Council is required to hold two public hearings on the proposed budget and to adopt a final budget no later than September 30, the close of the City’s Fiscal Year. The appropriated budget is adopted by the fund and department. Department heads may make transfers within a department; however, re-appropriation of funds between capital and operating accounts, and between departments, requires the approval of the City Council according to the City Charter. THE 2024 PROJECT The 2024 Project includes various water and wastewater capital improvements contained in the City’s current five year Capital Improvement Program ("CIP") as more particularly described in "APPENDIX C – Form of the Bond Resolution," "APPENDIX E – Financial Feasibility Report" attached hereto and "CAPITAL IMPROVEMENT PROGRAM" herein. DESCRIPTION OF THE 2024 BONDS General The 2024 Bonds will be issued as fully registered bonds and will be registered initially in the name of Cede & Co., as the nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases of interests in the 2024 Bonds will be made in book-entry form only. Purchasers of 2024 Bonds ("Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the 2024 Bonds will be effected through a book-entry only system as described below. See "-- Book-Entry Only System" below. Interest on the 2024 Bonds will be paid by check or draft of U.S. Bank Trust Company, National Association, Orlando, Florida (the "Registrar" and "Paying Agent"), by mail. Principal of the 2024 Bonds and redemption premium, if any, will be payable upon presentation and surrender of the 2024 Bonds at the designated corporate trust office of the Paying Agent. While held in the DTC book-entry system, all such payments will be made to Cede & Co. as the registered Holder of the 2024 Bonds and payments to Beneficial Owners will be the responsibility of DTC and the DTC Participants in the manner and to the extent described below. See "--Book-Entry Only System" below. The 2024 Bonds will be dated the date of issuance and will be in authorized denominations of $5,000 or any integral multiple thereof. Interest on the 2024 Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2025. The 2024 Bonds will mature in the amounts and on the dates set forth on the inside cover page hereof. Ownership interests may be acquired in book-entry form only. See "Book-Entry Only System" below. With respect to 2024 Bonds registered in the name of Cede & Co., as nominee of DTC, neither the City, nor the Paying Agent will have any responsibility or obligation to any DTC Participant or to any indirect DTC Participant. See "--Book-Entry Only System" below for the definition of "DTC Participant." 4 Redemption Provisions Optional Redemption of the 2024 Bonds The 2024 Bonds maturing on or prior to October 1, 2034, are not subject to optional redemption. The 2024 Bonds maturing on and after October 1, 2035, may be redeemed prior to their respective dates of maturity, at the option of the City, from any moneys legally available therefor, upon notice as provided in the Bond Resolution, in whole or in part at any time on or after October 1, 2034 and if in part, by lot within a maturity and in such selection of maturities as the City shall deem appropriate, at the Redemption Price of one hundred percent of the principal amount of the 2024 Bonds to be redeemed, together with accrued interest to the redemption date. Mandatory Redemption of Certain 2024 Bonds The 2024 Bonds maturing on October 1, 2047, are subject to mandatory redemption, on October 1, 2045, and on each October 1 thereafter, at a Redemption Price equal to the principal amount of such 2024 Bonds to be redeemed, without premium, plus interest accrued thereon to the date of redemption. The 2024 Bonds will be selected for redemption on a pro rata basis, on October 1 in the following years and in the following Sinking Fund Installments: Due (October 1) Sinking Fund Installments 2045 $9,810,000 2046 10,300,000 2047* 9,255,000 *Maturity The 2024 Bonds maturing on October 1, 2049, are subject to mandatory redemption, on October 1, 2047, and on each October 1 thereafter, at a Redemption Price equal to the principal amount of such 2024 Bonds to be redeemed, without premium, plus interest accrued thereon to the date of redemption. The 2024 Bonds will be selected for redemption on a pro rata basis, on October 1 in the following years and in the following Sinking Fund Installments: Due (October 1) Sinking Fund Installments 2047 $1,565,000 2048 11,430,000 2049* 12,005,000 *Maturity 5 The 2024 Bonds maturing on October 1, 2054, are subject to mandatory redemption, on October 1, 2050, and on each October 1 thereafter, at a Redemption Price equal to the principal amount of such 2024 Bonds to be redeemed, without premium, plus interest accrued thereon to the date of redemption. The 2024 Bonds will be selected for redemption on a pro rata basis, on October 1 in the following years and in the following Sinking Fund Installments: Due (October 1) Sinking Fund Installments 2050 $12,530,000 2051 13,155,000 2052 13,815,000 2053 14,505,000 2054* 15,230,000 *Maturity Notice of Redemption 2024 Bonds Notice of such redemption, which shall specify the 2024 Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the City, and (A) shall be filed with the Paying Agent of such 2024 Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of 2024 Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and one or more nationally recognized municipal bond information services as provided in the Bond Resolution. Failure to mail such notice to such depositories or services or the Holders of the 2024 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of 2024 Bonds as to which no such failure or defect has occurred. Such notice shall also be mailed to the Insurer or Credit Bank, if any, of such redeemed 2024 Bonds. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's 2024 Bonds. Notice of optional redemption of 2024 Bonds shall only be sent if the City reasonably determines it shall have sufficient funds available to pay the Redemption Price of and interest on the 2024 Bonds called for redemption on the redemption date. The City may provide that a redemption may be contingent upon the occurrence of certain condition(s) and that if such condition(s) do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected 2024 Bondholders as soon as practicable. So long as DTC or its nominee, Cede & Co., is the registered owner of the 2024 Bonds notice of redemption is only required to be delivered to DTC or its nominee. See "– Book-Entry Only System" below. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY ("DTC") AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE. THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. 6 SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2024 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE 2024 BONDHOLDERS OR REGISTERED OWNERS OF THE 2024 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE 2024 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE 2024 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE 2024 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE 2024 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE 2024 BONDS, AND OTHER RELATED TRANSACTIONS. BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE 2024 BONDS ARE BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE CITY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the 2024 Bonds. The 2024 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2024 Bond certificate will be issued for each maturity of the 2024 Bonds as set forth in the inside cover of this Official Statement, in the aggregate principal amount thereof, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Ratings ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com. Purchases of 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2024 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2024 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their 7 purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2024 Bonds, except in the event that use of the book-entry system for the 2024 Bonds is discontinued. To facilitate subsequent transfers, all 2024 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the 2024 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2024 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2024 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2024 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2024 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2024 Bonds may wish to ascertain that the nominee holding the 2024 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the 2024 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2024 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and distributions on the 2024 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other 8 nominee as may be requested by an authorized representative of DTC) is the responsibility of the City and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the 2024 Bonds at any time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, the 2024 Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, 2024 Bond certificates will be printed and delivered to DTC. 2024 Bonds Mutilated, Destroyed, Stolen or Lost The following provisions shall only be applicable if DTC's book-entry only system of registration is discontinued. In case any 2024 Bond shall become mutilated, or be destroyed, stolen or lost, the City may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new 2024 Bond of like tenor as the 2024 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated 2024 Bond upon surrender and cancellation of such mutilated 2024 Bond or in lieu of and substitution for the 2024 Bond destroyed, stolen or lost, and upon the Holder furnishing the City and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City or the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. All 2024 Bonds so surrendered shall be cancelled by the Registrar. If any of the 2024 Bonds shall have matured or be about to mature, instead of issuing a substitute 2024 Bond, the City may pay the same or cause the 2024 Bond to be paid, upon being indemnified as aforesaid, and if such 2024 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate 2024 Bonds issued pursuant to the Bond Resolution shall constitute original, additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed 2024 Bond be at any time found by anyone, and such duplicate 2024 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other 2024 Bonds issued pursuant to the Bond Resolution. Interchangeability, Negotiability and Transfer The following provisions shall only be applicable if DTC's book-entry only system of registration is discontinued. The 2024 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered 2024 Bonds of the same maturity of any other authorized denominations. The 2024 Bonds issued under the Bond Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the 9 State of Florida, subject to the provisions for registration and transfer contained in the Bond Resolution and in the 2024 Bonds. So long as any of the 2024 Bonds shall remain Outstanding, the City shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the 2024 Bonds. Each 2024 Bond shall be transferable only upon the books of the City, at the office of the Registrar, under such reasonable regulations as the City may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such 2024 Bond, the City shall issue, and cause to be authenticated, in the name of the transferee a new 2024 Bond or 2024 Bonds of the same aggregate principal amount and maturity as the surrendered 2024 Bond. The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the Person in whose name any Outstanding 2024 Bond shall be registered upon the books of the City as the absolute owner of such 2024 Bond, whether such 2024 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such 2024 Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such 2024 Bond to the extent of the sum or sums so paid and neither the City nor the Registrar nor any Paying Agent or other fiduciary of the City shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Series of 2024 Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any 2024 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and holdings of 2024 Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered 2024 Bond shall effect payment of interest on such 2024 Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging 2024 Bonds or transferring 2024 Bonds is exercised, the City shall execute and deliver 2024 Bonds and the Registrar shall authenticate such 2024 Bonds in accordance with the provisions of the Bond Resolution, as the case may be. Execution of 2024 Bonds by the Mayor and City Clerk for purposes of exchanging, replacing or transferring 2024 Bonds may occur at the time of the original delivery of the 2024 Bonds. All 2024 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the City to be cancelled by the Registrar. For every such exchange or transfer of 2024 Bonds, the City or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The City and the Registrar shall not be obligated to make any such exchange or transfer of 2024 Bonds during the 15 days next preceding an Interest Date on the 2024 Bonds, or, in the case of any proposed redemption of 2024 Bonds, then, for the 2024 Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. 10 SECURITY FOR THE BONDS General The payment of the principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured equally and ratably by a pledge of and lien upon the Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or Bond Insurance Policy in addition to the security provided in the Bond Resolution; and provided further that a Series of Bonds may be secured independently of any other Series of Bonds by the establishment of a separate subaccount in the Reserve Account for such Series of Bonds or by not being secured in any manner by the Reserve Account as provided in a Supplemental Resolution. The 2024 Bonds are not secured by any Credit Facility or Bond Insurance Policy or any amounts on deposit in the Reserve Account or in any separate reserve fund, reserve account or subaccount therein. For more information, see "SECURITY FOR THE BONDS - No Reserve Funding for 2024 Bonds" herein. Issuers of a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be secured in accordance with the provisions of the Bond Resolution. In addition, pursuant to the Bond Resolution, the City has irrevocably pledged and granted a lien upon the Pledged Funds to the payment of any Policy Costs in accordance with the provisions of the Bond Resolution; provided, however, such pledge and lien shall be junior and subordinate in all respects to the pledge of and lien upon such Pledged Funds granted by the Bond Resolution to the Bondholders. Except as otherwise provided by Supplemental Resolution, the obligation of the City to make Hedge Payments to a Counterparty pursuant to a Qualified Hedge Agreement shall be on parity with the Bonds as to lien on and pledge of the Pledged Funds in accordance with the terms of the Bond Resolution (any other payments related to a Qualified Hedge Agreement, including fees, penalties, termination payments and the obligation to collateralize, shall be Subordinated Indebtedness of the City). There are currently no Qualified Hedge Agreements, Credit Facilities, Bond Insurance Policies, Reserve Account Insurance Policies or Reserve Account Letters of Credit outstanding. "Pledged Funds" means (1) the Net Revenues, (2) the Connection Fees and (3) until applied in accordance with the provisions of the Bond Resolution, all moneys, including investments thereof, in the funds and accounts established under the Bond Resolution, except (A) as for the Rebate Fund, (B) to the extent moneys therein shall be required to pay the Operating Expenses of the System in accordance with the terms of the Bond Resolution, and (C) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payment of a different Series of Bonds for which it was established in accordance with the provisions of the Bond Resolution. For more information, see "SECURITY FOR THE BONDS - No Reserve Funding for 2024 Bonds" herein. "Net Revenues" means Gross Revenues less Operating Expenses. "Gross Revenues" means all income and moneys received by the City from the rates, fees, rentals, charges and other income to be made and collected by the City for the use of the products, services and facilities to be provided by the System, or otherwise received by the City or accruing to the City in the management and operation of the System, calculated in accordance with generally accepted accounting principles applicable to public utility systems similar to the System, including, without limiting the generality of the foregoing: (1) moneys deposited from the Rate Stabilization Fund into the Revenue Fund in accordance with the terms of the Bond Resolution, provided any moneys transferred from the Rate Stabilization Fund into the Revenue Fund in an amount not to exceed the Rate Stabilization Amount within 120 days following the end of a Fiscal Year may be designated by the City as Gross Revenues of such prior Fiscal Year, (2) proceeds from use and occupancy insurance on the System, (3) Investment 11 Earnings, (4) Operating Government Grants, and (5) all water main contribution fees (excluding contributed capital assets) paid pursuant to Section 26.90 of the City's Code of Ordinances or any successor provision. "Gross Revenues" do not include: (A) Capital Government Grants, (B) proceeds of Bonds or other City debt, (C) moneys deposited to the Rate Stabilization Fund from the Utility Reserve Fund, including any moneys transferred from the Utility Reserve Fund to the Rate Stabilization Fund within 120 days following the end of a Fiscal Year which the City determines not to be Gross Revenues of such prior Fiscal Year, (D) Wastewater Connection Fees, (E) Water Connection Fees, (F) Special Assessments Proceeds, unless subsequently pledged by Supplemental Resolution, and (G) any gain resulting from the valuation of investment securities or Hedge Agreements at market value and any other gain that does not require or result in the receipt of cash. Gross Revenues may include Special Assessments Proceeds and/or other revenues related to the System which are not enumerated in the definition of "Gross Revenues" if so authorized by Supplemental Resolution and if and to the extent the same shall be approved for inclusion by all Insurers and Credit Banks. Even though Connection Fees are not treated as Gross Revenues, investment earnings on Connections Fees are treated as Gross Revenues. "Operating Expenses" means the City’s expenses for operation, maintenance and repairs with respect to the System and shall include, without limiting the generality of the foregoing, administration expenses, payments for the purchase of materials essential to or used in the operation of the System including bulk purchases of water or sewage services, fees for the management of the System or any portion thereof, accounting, legal and engineering expenses, ordinary and current rentals of equipment or other property, refunds of moneys lawfully due to others, payments to others for disposal of sewage or other wastes, actual payments to pension, retirement, health and hospitalization funds, and any other expenses required to be paid for or with respect to proper operation or maintenance of the System, including appropriate reserves therefor, all to the extent properly attributable to the System in accordance with generally accepted accounting principles applicable to public utility systems similar to the System, and disbursements for the expenses, liabilities and compensation of any Paying Agent or Registrar under the Bond Resolution, but does not include any costs or expenses in respect of original construction or improvement other than expenditures necessary to prevent an interruption or continuance of an interruption of service or of Gross Revenues or minor capital expenditures necessary for the proper and economical operation or maintenance of the System, or any payments in lieu of taxes or franchise fees made to the City's general fund, or any accruals required to be recognized with respect to pension, retirement, health and hospitalization funds that do not require or result in the expenditure of cash, or any provision for interest, depreciation, amortization or similar charges, or any loss resulting from the valuation of investment securities, Hedge Agreements at market value and any other loss that does not require or result in the expenditure of cash. Payments in lieu of taxes or franchise fees, if any, are paid from the Utility Reserve Fund. "System" means any and all water production, transmission, treatment and distribution facilities, sewage collection, transmission, treatment and disposal facilities and reclaimed water (reuse) facilities now owned or hereafter owned by the City, which System shall also include any and all improvements, extensions and additions thereto hereafter constructed or acquired either from the proceeds of the Bonds or from any other sources, together with all property, real or personal, tangible or intangible, now or hereafter owned or used in connection therewith, including all contractual rights, rights to capacity and obligations or undertakings associated therewith. "System" shall also include any other utility facilities if and to the extent the City determines by Supplemental Resolution to include such utility or facilities within the System as described in the Bond Resolution. 12 "Connection Fees" means, collectively, the Wastewater Connection Fees and the Water Connection Fees. "Wastewater Connection Fees" means the fees and charges, if any, which relate to acquiring, constructing, equipping or expanding the capacity of the wastewater facilities of the System for the purpose of paying or reimbursing the equitable share of the capital cost relating to such acquisition, construction, expansion or equipping of capacity of the wastewater facilities or expansion thereof in order to serve new users of the wastewater facilities of the System, to the extent the same are lawfully levied, collected and pledged. "Wastewater Connection Fees" include those fees and charges currently known under Florida law as "impact fees" but shall not include fees and charges imposed for the cost of physically hooking up or connecting to the System. "Water Connection Fees" means the fees and charges, if any, which relate to acquiring, constructing, equipping or expanding the capacity of the water facilities of the System for the purpose of paying or reimbursing the equitable share of the capital cost relating to such acquisition, construction, expansion or equipping of capacity of the water facilities or expansion thereof in order to serve new users of the water facilities of the System, to the extent the same are lawfully levied, collected and pledged. "Water Connection Fees" include those fees and charges currently known under Florida law as "impact fees" but shall not include fees and charges imposed for the cost of physically hooking up or connecting to the System. Under Florida law, impact fees such as the Connection Fees may be validly imposed against new connections in order to fund capital improvements that are needed to serve new connections or for a portion of debt service for bonds or other obligations issued for such purposes and, therefore, can be applied only to pay debt service related to bonds issued to finance expansion of the System. Such lawfully available impact fees must be placed in separate accounts and, together with any investment earnings thereon, may only be used for the capital improvements or debt service attributable to expansion or oversizing of the System through construction or acquisition. See "—Funds and Accounts" below. Impact fee revenues fluctuate with the amount of new construction which occurs within the City. There can be no assurances, therefore, that such revenues will not decrease or be eliminated altogether in the event that new construction, for whatever reason, might decrease or cease altogether within the City. Notwithstanding the foregoing, pursuant to the Bond Resolution, the City may use any amount of Connection Fees to pay debt service on the Bonds to the extent the other Pledged Funds are insufficient; provided, however, if the City determines that such use was not lawful, the use of such Connection Fees shall be considered an inter-fund loan to be repaid from Gross Revenues in accordance with the Bond Resolution. The City has adopted a schedule for water meter installation and meter connection service charges in order to recover the cost of physically connecting water customers to the System's potable water utility facilities and to recover distribution system costs. The charges are based on the customer's peak flow rate and/or meter size to recognize differences in the cost of materials such as meters, or the amount of time generally spent on the installation of the service and capacity of the distribution system. In addition to water meter connection charges and water meter installation charges, the City also charges an application fee. These charges are considered to be Gross Revenues pursuant to the Bond Resolution and are not considered Water Connection Fees (also known as water impact fees) for purposes of the Bond Resolution. 13 Subordinated Indebtedness The City will not issue any other obligations, except under the conditions and in the manner provided in the Bond Resolution, payable from the Pledged Funds or the Gross Revenues or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The City may at any time or from time to time issue evidences of indebtedness payable in whole or in part out of Pledged Funds and which may be secured by a pledge of Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by the Bond Resolution and provided further that the issuance of such Subordinated Indebtedness shall be subject to any provisions contained in financing documents securing outstanding Subordinated Indebtedness to the extent such provisions impact on the ability of the City to issue other Subordinated Indebtedness. The City shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued under the provisions of the Bond Resolution. The City agrees to pay promptly any Subordinated Indebtedness as the same shall become due. The City has pledged and created a subordinate lien on certain revenues and/or fees of the System for the benefit of the Florida Department of Environmental Protection ("FDEP") in connection with various loans to the City (the "FDEP Loans") which financed capital improvements to the System, junior and subordinate in all respects to such lien granted in favor of the Bondholders. The FDEP Loans constitute Subordinated Indebtedness under the Bond Resolution. As a backup source of security, the FDEP Loans are also secured by a covenant to budget and appropriate legally available non-ad valorem revenues of the City. The rate of interest on the several annual increments of the FDEP Loans ranges from 0.82% per annum to 3.05% per annum. As of September 30, 2023, the outstanding liability under the FDEP Loans was approximately $20.6 million. In the event of a default under the FDEP Loans, FDEP has the ability to enforce certain remedies under the FDEP Loans, including, but not limited to, acceleration in the event of a payment default, increasing the interest rate on the FDEP Loans by as much as 3.333% per annum and the appointment of a receiver. The FDEP Loans require that the City maintain rates and charges for the services furnished by System to maintain 1.15 times debt service coverage. Additionally, the City’s outstanding Drinking Water State Revolving Fund Construction Loan Agreement DW 2902E0, as amended, contains a provision which requires FDEP's consent to the issuance of additional debt obligations on parity with or senior to such FDEP Loans. Such Agreement provides that the City must demonstrate at the time of such issuance, during the period such FDEP Loan is outstanding, coverage equals or exceeds 1.15 times the annual combined debt service requirements of such FDEP loan and the obligations proposed to be issued by the City and will satisfy the coverage requirements of all other debt obligations secured by the Pledged Revenues. Notwithstanding the foregoing, FDEP's consent is discretionary and it is possible FDEP may not provide such consent even if the coverage requirement described above has been satisfied. However, the City received the consent of FDEP described above with respect to the issuance of the 2024 Bonds on August 8, 2024. See "--Additional Bonds" below for information about the issuance of Additional Bonds pursuant to the Bond Resolution. On May 19, 2022, the City adopted a resolution authorizing the issuance of Subordinated Indebtedness. At this time, the City does not have any immediate plans to issue any bonds or notes pursuant to such resolution; however, the City may decide to issue Subordinated Indebtedness in the future and it is anticipated that the lien on Net Revenues in favor of Subordinated Indebtedness would be senior to the lien in favor of the FDEP Loans. 14 Bonds Not Indebtedness of the City THE BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS, IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. NO HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. THE BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON THE SYSTEM OR ANY OTHER PROPERTY OF THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. THE BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON THE SYSTEM OR ANY OTHER PROPERTY OF THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. Funds and Accounts The City covenanted and agreed in the Bond Resolution to establish the following funds and accounts: (A) The "Revenue Fund." (B) The "Operation and Maintenance Fund." (C) The "Sinking Fund." The City shall maintain four separate accounts in the Sinking Fund: the "Interest Account," the "Principal Account," the "Term Bonds Redemption Account" and the "Reserve Account." (D) The "Water Connection Fees Fund." (E) The "Wastewater Connection Fees Fund." (F) The "Special Assessments Fund." (G) The "Renewal and Replacement Fund." (H) The "Utility Reserve Fund." (I) The "Rebate Fund." (J) The "Rate Stabilization Fund." (K) The "Construction Fund." 15 Moneys in the aforementioned funds and accounts (except for moneys in the Rebate Fund), until applied in accordance with the provisions of the Bond Resolution, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders, to the extent provided in the Bond Resolution. The City may at any time and from time to time appoint one or more depositaries to hold, for the benefit of the Bondholders, any one or more of the funds and accounts established in the Bond Resolution. Such depositary or depositaries shall perform at the direction of the City the duties of the City in depositing, transferring and disbursing moneys to and from each of such funds or accounts as set forth in the Bond Resolution, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the City and its agents and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law. Notwithstanding the foregoing, none of the aforementioned funds and accounts are required to be established prior to the time any such fund or account is required to be funded or otherwise utilized under the Bond Resolution. Construction Fund The City covenanted and agreed to establish a special fund to be known as the "Construction Fund," which shall be used only for payment of the Cost of a Project, including the 2024 Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a Project in the manner provided in the Bond Resolution, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders, without distinction as to which Bonds funded the Construction Fund. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of the Bond Resolution, and there may be paid into the Construction Fund, at the option of the City, any moneys received for or in connection with a Project by the City from any other source. The City shall establish within the Construction Fund a separate account for each Project the Cost of which is to be paid in whole or in part out of the Construction Fund. The City has established a separate account in the Construction Fund named the "Series 2024 Bonds Account" to pay the Cost of the 2024 Project. No Reserve Funding for 2024 Bonds The 2024 Bonds will not be secured by any amounts on deposit in the Reserve Account or in any separate reserve fund, reserve account or subaccount therein. None of the Parity Bonds are secured by amounts on deposit in the Reserve Account established under the Bond Resolution. There are no amounts on deposit in the Reserve Account. Under the terms of the Bond Resolution, the City will determine prior to the issuance of each Series of Additional Bonds whether to fund the Reserve Account or any subaccount therein to secure such Additional Bonds. If the City determines to fund the Reserve Account or a subaccount therein for the benefit of any Additional Bonds, it shall also determine the Reserve Account Requirement thereto. In that instance, such Reserve Account or subaccount will not secure the 2024 Bonds. 16 Rates The City has covenanted in the Bond Resolution to fix, establish, maintain and collect such rates, fees and charges for the product, services and facilities of the System, and revise the same from time to time, whenever necessary, so as always to provide in each Fiscal Year: (A) Net Revenues and Connection Fees equal to at least 120% of the Annual Debt Service becoming due in such Fiscal Year; provided. (B) Net Revenues that are adequate at all times to pay in each Fiscal Year at least 100% of: (1) the Annual Debt Service becoming due in such Fiscal Year, (2) any amounts required by the terms of the Bond Resolution to be deposited in the Reserve Account or with any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy in such Fiscal Year to pay Policy Costs, and (3) any amounts required by the terms of the Bond Resolution to be repaid to the Water Connection Fees Fund and Wastewater Connection Fees Fund in such Fiscal Year. Such rates, fees or other charges shall not be so reduced so as to be insufficient to provide adequate Net Revenues, Water Connection Fees and Wastewater Connection Fees for the purposes provided therefor by the Bond Resolution. If, in any Fiscal Year, the City shall fail to comply with these requirements, it shall promptly cause the Rate Consultant to review its rates, fees, charges, income, Gross Revenues, Operating Expenses, Connection Fees and methods of operation and to make written recommendations as to the methods by which the City may seek to comply with such requirements. The City shall forthwith commence to implement such recommendations to the extent required so as to cause it to thereafter comply with said requirements. So long as the City implements such recommendations within 120 days of the receipt thereof, the City's failure to comply with the rate covenant in the Bond Resolution will not be considered an Event of Default under the Bond Resolution. Rate Stabilization Fund The City may transfer into the Rate Stabilization Fund such moneys which are on deposit in the Utility Reserve Fund as it deems appropriate. The City may transfer such amount of moneys from the Rate Stabilization Fund to the Revenue Fund as it deems appropriate; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Rate Stabilization Fund shall be applied for the payment into the Interest Account, the Principal Account and the Term Bonds Redemption Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund and Renewal and Replacement Fund for such purposes pursuant to the Bond Resolution, together with moneys available in the Reserve Account for such purpose pursuant to the Bond Resolution, shall be inadequate to fully provide for such insufficiency. As of September 30, 2023, the Rate Stabilization Fund is funded in the amount of approximately $34 million. Disposition of Government Grants, Gross Revenues and Special Assessments (A)(1) In the event the City receives a Government Grant, the use and withdrawal of moneys from such Government Grant shall be governed by the terms of the Government Grant and applicable law. 17 (2) The City shall deposit promptly, as received, all Gross Revenues (other than subsequently pledged Special Assessments Proceeds) into the Revenue Fund. Moneys in Revenue Fund shall first be used each month to deposit in the Operation and Maintenance Fund such sums as are necessary to pay Operating Expenses for the ensuing month; provided the City may transfer moneys from the Revenue Fund to the Operation and Maintenance Fund at any time to pay Operating Expenses to the extent there is a deficiency in the Operation and Maintenance Fund for such purpose. Amounts in the Operation and Maintenance Fund shall be paid out from time to time by the City for Operating Expenses, including any expenses relating to the purchase or redemption of Term Bonds as provided in the Bond Resolution. The remaining moneys in the Revenue Fund shall be applied in accordance with the terms of the Bond Resolution. (3) To the extent Special Assessments Proceeds are made a component of the Gross Revenues, the City shall deposit promptly, as received, all Special Assessments Proceeds into the Special Assessments Fund. In the event the City by Supplemental Resolution provides for all or a portion of any Special Assessments to secure the payment of all or a portion of a particular Series of Bonds, the City may establish separate accounts or subaccounts for the deposit of such Special Assessments if necessary to provide for the earlier redemption of such Bonds from such Special Assessments. Moneys in the Special Assessments Fund shall be applied in accordance with the terms of the Bond Resolution. Currently, no Special Assessments are pledged to the payment of the Bonds. (B) Any deposits remaining in the Revenue Fund after the aforementioned transfers to the Operation and Maintenance Fund and all moneys at any time on deposit in the Special Assessments Fund (subject to the provisions above regarding earlier redemption of the Bonds) shall be disposed of by the City on or before the 25th day of each month, first from the Special Assessments Fund and then from the Revenue Fund in the following manner and in the following order of priority: (1) Interest Account. The City shall deposit or credit to the Interest Account the sum which, together with the balance in said Account, shall equal the interest on all Bonds Outstanding (except as to Capital Appreciation Bonds) accrued and unpaid and to accrue to the end of the then current calendar month. All Hedge Receipts and Federal Subsidy Payments shall be deposited directly to the Interest Account upon receipt. With respect to interest on Bonds which have corresponding Hedge Payments, interest on such Bonds during the term of the Qualified Hedge Agreement shall also be deemed to include the corresponding Hedge Payments. Moneys in the Interest Account shall be applied by the City (a) for deposit with the Paying Agents to pay the interest on the Bonds on or prior to the date the same shall become due and (b) for Hedge Payments. Any Federal Subsidy Payments deposited to the Interest Account shall be deemed to have been applied to the payment of interest on the Federal Subsidy Bonds to which such Payments relate. The City shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date. With respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, any Hedge Payments due to the Counterparty to the 18 Qualified Hedge Agreement relating to such Bonds shall be paid to such Counterparty on a parity basis with the aforesaid required payments into the Sinking Fund. In computing the interest on Variable Rate Bonds which shall accrue during a calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A) if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the commencement of such calendar month, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation, the Bond Buyer Revenue Bond Index most recently published prior to the commencement of such calendar month. (2) Principal Account. Commencing in the month which is one year prior to the first principal payment date, the City shall next deposit into the Principal Account the sum which, together with the balance in said Account, shall equal the principal amounts on all Bonds Outstanding accrued and unpaid and that portion of the principal next due which would have accrued on such Bonds during the then current calendar month if such principal amounts were deemed to accrue monthly (assuming that a year consists of 12 equivalent calendar months having 30 days each) except for the Sinking Fund Installments to be deposited pursuant to the Bond Resolution, in equal amounts from the next preceding principal payment due date, or, if there be no such preceding payment due date from a date no later than one year preceding the due date of such principal amount. Moneys in the Principal Account shall be applied by the City for deposit with the Paying Agents to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds mature and monthly payments into the Principal Account on account of such Bonds shall commence in the twelfth month immediately preceding the maturity date of such Bonds. The City shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. (3) Term Bonds Redemption Account. Commencing in the month which is one year prior to the first Sinking Fund Installment due date, there shall be deposited to the Term Bonds Redemption Account the sum which, together with the balance in such Account, shall equal the Sinking Fund Installments on all Bonds Outstanding accrued and unpaid and that portion of the Sinking Fund Installments of all Bonds Outstanding next due which would have accrued on such Bonds during the then current calendar month if such Sinking Fund Installments were deemed to accrue monthly (assuming that a year consists of 12 equivalent calendar months having 30 days each) in equal amounts from the next preceding Sinking Fund Installment due date, or, if there is no such preceding Sinking Fund Installment due date, from a date not later than one year preceding the due date of such Sinking Fund Installment. Moneys in the Term Bonds Redemption Account shall be used to purchase or redeem Term Bonds in the manner provided in the Bond Resolution, and for no other purpose. Term Capital Appreciation bonds shall be payable from the Term Bonds Redemption Account in the years in which such Bonds mature and monthly payments into the Terms Bonds Redemption Account on account of such Bonds shall commence in the twelfth month immediately preceding the due date of the related Sinking Fund Installments. The City shall adjust the amount of the deposit to the Term Bonds Redemption Account on the month immediately preceding any Sinking Fund Installment Date so as to provide sufficient moneys in the Term Bonds Redemption Account to pay the Sinking Fund Installments becoming due on such date. Payments to the Term Bonds Redemption Account shall be on parity with payments to the Principal Account. 19 Amounts accumulated in the Term Bonds Redemption Account with respect to any Sinking Fund Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Sinking Fund Installment was established) may be applied by the City, on or prior to the 60th day preceding the due date of such Sinking Fund Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Sinking Fund Installment was established, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms. Amounts in the Term Bonds Redemption Account which are used to redeem Term Bonds shall be credited against the next succeeding Sinking Fund Installment which shall become due on such Term Bonds. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Term Bonds Redemption Account until such Sinking Fund Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the 60th day preceding the due date of any such Sinking Fund Installment, the City shall proceed to call for redemption on such due date, by causing notice to be given as provided in the Bond Resolution, Term Bonds of the Series and maturity for which such Sinking Fund Installment was established (except in the case of Term Bonds maturing on a Sinking Fund Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Sinking Fund Installment. The City shall pay out of the Term Bonds Redemption Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the City from the Operation and Maintenance Fund. (4) Reserve Account. There shall be deposited to the Reserve Account an amount which would enable the City to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto. All deficiencies in the Reserve Account must be made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was caused by an increase in the applicable Reserve Account Requirement, a decrease in the aggregate market value of the investments therein of more than 5% or withdrawal (whether from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall be applied by the City to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Term Bonds Redemption Account shall be insufficient for such purpose, but only to the extent the moneys transferred from the Utility Reserve Fund for such purposes pursuant to the Bond Resolution shall be inadequate to fully provide for such insufficiency. Whenever there shall be surplus moneys in the Reserve Account by reason of a decrease in the Reserve Account Requirement or as a result of a deposit in the Reserve Account of a Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to the extent practicable, shall be deposited by the City into the Utility Reserve Fund and applied as directed by Bond Counsel. The City shall promptly inform each Insurer and Credit Bank of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. Upon the issuance of any Series of Bonds under the terms, limitations and conditions as provided in the Bond Resolution, the City shall fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement to the extent such Series of Bonds are to be secured by the Reserve Account or any subaccount therein; provided, however, nothing herein shall be construed to require the City to fund the Reserve Account or any subaccount for any Series of Bonds. Upon the 20 adoption of the Supplemental Resolution authorizing the issuance of a Series of Bonds, the City shall determine whether such Series of Bonds shall be secured by the Reserve Account or any subaccount therein and, if the City determines that the Series of Bonds will be secured by a separate subaccount therein, the City shall also establish the Reserve Account Requirement applicable thereto. Such required amount, if any, shall be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account or subaccount therein over a period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. A Reserve Account Insurance Policy or Letter of Credit may be obtained by the City to fund all or a portion of any Reserve Account Requirement, however such Reserve Account Insurance Policy or Letter of Credit must meet certain requirements as described in "APPENDIX C – Form of the Bond Resolution" attached hereto. The 2024 Bonds will not be secured by any amounts on deposit in the Reserve Account or in any separate reserve fund, reserve account or subaccount therein. See "--No Reserve Funding for 2024 Bonds" above. (5) Renewal and Replacement Fund. There shall be deposited to the Renewal and Replacement Fund monthly such sums as shall be sufficient to pay 1/12 of the Renewal and Replacement Fund Requirement until the amount accumulated in such Fund is equal to the Renewal and Replacement Fund Requirement, taking into account the market value of investments in such Fund; provided, however, that: (a) such Renewal and Replacement Fund Requirement may be increased or decreased as the Consulting Engineers shall certify to the City is necessary for the purposes of the Renewal and Replacement Fund, and (b) in the event that the Consulting Engineers shall certify that the Renewal and Replacement Fund Requirement is excessive for the purposes of the Renewal and Replacement Fund such excess amount as may be on deposit therein may be transferred by the City from the Renewal and Replacement Fund for deposit into the Utility Reserve Fund. The moneys in the Renewal and Replacement Fund shall be applied by the City for the purpose of paying the cost of major extensions, improvements or additions to, or the replacement or renewal of capital assets of, the System or water facilities owned by the City, or extraordinary repairs of the System or water facilities owned by the City; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Renewal and Replacement Fund shall be applied for the payment into the Interest Account, the Principal Account, and the Term Bonds Redemption Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund for such purpose pursuant to the Bond Resolution, together with moneys available in the Reserve Account for such purpose pursuant to the Bond Resolution, shall be inadequate to fully provide for such insufficiency. Moneys in the Renewal and Replacement Fund may also be transferred to the Operation and Maintenance Fund to fund Operating Expenses to the extent Gross Revenues shall be insufficient for such purpose; provided, however, such transfer shall be treated as an interfund loan and shall be repaid from Gross Revenues as described in the Bond Resolution within one year from the date of such transfer. The Renewal and Replacement Fund Requirement is defined in the Bond Resolution as, on the date of calculation, an amount equal to (i) 5% of the Gross Revenues of the immediately preceding Fiscal Year or (ii) such lesser or greater amount certified to the City by the Consulting Engineers as an amount appropriate for purposes of the Bond Resolution. As of the date of issuance of the 2024 Bonds, the Renewal and Replacement Fund is fully funded in the amount of $16,945,437. 21 (6) Subordinated Indebtedness. Gross Revenues in the Revenue Fund shall next be applied by the City for the payment of any accrued debt service on Subordinated Indebtedness incurred by the City in connection with the System and in accordance with the proceedings authorizing such Subordinated Indebtedness. (7) Sinking Fund. There shall be deposited to the Interest Account, the Principal Account and the Term Bonds Redemption Account, in that order, sufficient moneys such that the amounts on deposit therein shall equal, respectively, the interest, principal and Sinking Fund Installment next coming due on the Bonds Outstanding; provided, however, no deposit need be made to the Principal Account or Term Bonds Redemption Account until a date one year preceding the due date of such principal amount or Sinking Fund Installment. (8) Utility Reserve Fund. The balance of any Gross Revenues remaining in said Revenue Fund shall be deposited in the Utility Reserve Fund and applied to the payment, on or prior to each principal and interest payment date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), into the Interest Account, the Principal Account and the Term Bonds Redemption Account when the moneys therein shall be insufficient to pay the principal of and interest on the Bonds coming due. Moneys not required to meet such a deficiency shall be deposited to the Water Connection Fees Fund and Wastewater Connection Fees Fund to make up any withdrawal from such Funds pursuant to the Bond Resolution (to the extent required by the Bond Resolution), then to the Reserve Account to make up any deficiency therein, and thereafter to the Rebate Fund to the extent moneys are required to be deposited therein. Thereafter, moneys in the Utility Reserve Fund may be applied for any lawful purpose relating to the System, including, but not limited to, purchase or redemption of Bonds, payment of Subordinated Indebtedness, payment of other obligations incurred with respect to the System, deposit to the Rate Stabilization Fund, improvements, renewals and replacements to the System and payments in lieu of taxes or franchise fees, if any; provided, however, that none of such revenues shall ever be used for such purposes unless all other payments required in pursuant to the Bond Resolution, including any deficiencies for prior payments, have been made in full to the date of such use. Currently, the City’s policy is to annually charge the System (as well as the Solid Waste Department and the Parking Division) (the System, the Solid Waste Department and the Parking Division are considered to be enterprise departments) for payment in lieu of taxes ("PILOT") and payment in lieu of franchise fees ("PILOFF"). Such policy is subject to change. These payments are collected and deposited in the City’s General Fund. PILOT and PILOFF charges are intended to replace General Fund revenues the City would have received if the enterprise departments were private sector operations. If the enterprise departments were private companies, they would pay property taxes and franchise fees. PILOT is calculated annually based on the prior year value of real property assets for each enterprise department times the City's current year millage rate. PILOFF is calculated annually based on annual revenues collected within the City for each enterprise department times the currently authorized franchise fee percentage. (C) Whenever moneys on deposit in the Sinking Fund are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), no further deposits to the Sinking Fund need be made. If on any payment date the Gross Revenues are insufficient to deposit the required amount in any of the funds or accounts or for any of the purposes provided above, the deficiency shall be made up on the subsequent payment dates. 22 The City, in its discretion, may use moneys in the Principal Account and the Interest Account to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the City’s ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. (D) In the event the City shall issue a Series of Bonds secured by a Credit Facility, the City may establish separate subaccounts in the Interest Account, the Principal Account and the Term Bonds Redemption Account to provide for payment of the principal of and interest on such Series; provided payment from the Pledged Funds of one Series of Bonds shall not have preference over payment of any other Series of Bonds. The City may also deposit moneys in such subaccounts at such other times and in such other amounts from those provided in the Bond Resolution as shall be necessary to pay the principal of and interest on such Bonds as the same shall become due, all as provided by the Supplemental Resolution authorizing such Bonds. In the case of Bonds secured by a Credit Facility, amounts on deposit in the Sinking Fund may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of, premium, if any, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the holders thereof for payment; provided such Credit Facility shall have no priority over Bondholders or an Insurer to amounts on deposit in the Sinking Fund. Other payments due to a Credit Bank in relation to obligations arising under its Credit Facility may be on parity with the Bonds as to source of and security for payment to the extent provided in the Supplemental Resolution relating thereto. Water Connection Fees Fund The City shall deposit into the Water Connection Fees Fund all Water Connection Fees as received, together with moneys transferred to such Fund pursuant to the Bond Resolution and such Water Connection Fees shall be accumulated in the Water Connection Fees Fund and applied by the City in the following manner and order of priority: (A) For the payments on or prior to each principal and interest payment date (in no event earlier than the 25th day of the month next preceding such payment date) into the Interest Account, the Principal Account and the Term Bonds Redemption Account, when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund, the Renewal and Replacement Fund and the Rate Stabilization Fund for such purpose pursuant to the Bond Resolution, together with moneys available in the Reserve Account for such purpose pursuant to the Bond Resolution, shall be inadequate to fully provide for such insufficiency; provided moneys shall be transferred to the aforementioned accounts from the Water Connection Fees Fund and the Wastewater Connection Fees Fund on a pro-rata basis or such other basis as the City deems appropriate in relation to the amount of moneys in each Fund at the time of transfer. Any moneys transferred to the aforementioned accounts described above shall be treated as an interfund loan and shall be repaid, together with reasonable interest thereon, from Gross Revenues as described in the Bond Resolution on or prior to the date such amounts are needed for the purposes described in the Bond Resolution, but in no event later than one year from the date of such transfer, unless the City shall determine that such transfer constitutes a lawful use of such Water Connection Fees. (B) To the extent permitted by law, to pay or reimburse the capital cost of acquiring and/or constructing such improvements or additions to the water facilities of the System for which the Water 23 Connection Fees were imposed in accordance with the requisitions for disbursement of moneys provided by the City. (C) To be used for any other lawful purpose relating to the System. Wastewater Connection Fees Fund The City shall deposit into the Wastewater Connection Fees Fund all Wastewater Connection Fees as received, together with moneys transferred to such Fund pursuant to the Bond Resolution and such Wastewater Connection Fees shall be accumulated in the Wastewater Connection Fees Fund and applied by the City in the following manner and order of priority: (A) For the payments on or prior to each principal and interest payment date (in no event earlier than the 25th day of the month next preceding such payment Date) into the Interest Account, the Principal Account and the Term Bonds Redemption Account, when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund, the Renewal and Replacement Fund and the Rate Stabilization Fund for such purpose pursuant to the Bond Resolution, together with moneys available in the Reserve Account for such purpose pursuant to the Bond Resolution, shall be inadequate to fully provide for such insufficiency; provided moneys shall be transferred to the aforementioned Accounts from the Wastewater Connection Fees Fund and the Water Connection Fees Fund on a pro-rata basis or such other basis as the City deems appropriate in relation to the amount of moneys in each Fund at the time of transfer. Any moneys transferred to the aforementioned Accounts described above shall be treated as an interfund loan and shall be repaid, together with reasonable interest thereon, from Gross Revenues as described in the Bond Resolution on or prior to the date such amounts are needed for the purposes described in the Bond Resolution, but in no event later than one year from the date of such transfer, unless the City shall determine that such transfer constitutes a lawful use of such Wastewater Connection Fees. (B) To the extent permitted by law, to pay or reimburse the capital cost of acquiring and/or constructing such improvements or additions to the wastewater facilities of the System for which the Wastewater Connection Fees were imposed in accordance with the requisitions for disbursement of moneys provided by the City. (C) To be used for any other lawful purpose relating to the System. Additional Bonds No Additional Bonds, payable on parity with the Bonds then Outstanding pursuant to the Bond Resolution, shall be issued except upon the conditions and in the manner provided in the Bond Resolution. The City may issue one or more Series of Additional Bonds for any one or more of the following purposes: (i) financing or refinancing the Cost of a Project, or the completion thereof, or (ii) refunding any or all Outstanding Bonds, any Subordinated Indebtedness of the City, or any other indebtedness of the City that it may lawfully refund with proceeds of Bonds. No such Additional Bonds shall be issued unless the following conditions are complied with: (A) Except in the case of Additional Bonds issued for the purpose of refunding Outstanding Bonds, the City shall certify that it is current in all deposits into the various funds and accounts established by the Bond Resolution and all payments theretofore required to have been deposited or 24 made by it under the provisions of the Bond Resolution, including all due and payable Policy Costs have been deposited or made, and the City is in compliance with the covenants and agreements of the Bond Resolution. (B) An independent certified public accountant or the Rate Consultant shall certify to the City that the amount of the Net Revenues (excluding Investment Earnings with respect to the Construction Fund) and Connection Fees received by the City during the immediately preceding Fiscal Year or any 12 consecutive months selected by the City of the 24 months immediately preceding the issuance of said Additional Bonds, adjusted as provided in the Bond Resolution, were equal to at least 120% of the Maximum Annual Debt Service of the Outstanding Bonds and the Additional Bonds then proposed to be issued, provided the amount of the Net Revenues, adjusted as provided in the Bond Resolution, received by the City during such 12-month period, will be equal to: (1) at least 100% of the Maximum Annual Debt Service of the Outstanding Bonds and the Additional Bonds then proposed to be issued, and (2) 100% of (a) any amounts required by the terms of the Bond Resolution to be deposited in the Reserve Account or with any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy to pay any Policy Costs and (b) any amounts required by the terms of the Bond Resolution to be repaid to the Water Connection Fees Fund and Wastewater Connection Fees Fund, in each case during such 12-month period. (C) For the purpose of determining the Debt Service under the Additional Bonds provisions of the Bond Resolution, the interest rate on Additional Bonds that are proposed to be issued as Variable Rate Bonds shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (D) For the purpose of determining the Debt Service under the Additional Bonds provisions of the Bond Resolution, the interest rate on Outstanding Variable Rate Bonds (not subject to a Qualified Hedge Agreement) shall be deemed to be (1) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the highest of (a) the actual rate of interest borne by such Variable Rate Bonds on the date of sale, and (b) the average interest rate borne by such Variable Rate Bonds during the 12-month period preceding the date of sale, or (2) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of interest borne by the Variable Rate Bonds on the date of sale, and (b) the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (E) For the purpose of the issuance of Additional Bonds, the phrase "immediately preceding Fiscal Year or any 12 consecutive months selected by the City of the 24 months immediately preceding the issuance of said Additional Bonds" shall be sometimes referred to as "12 consecutive months" or the "12-month period." (F) The Net Revenues and the Connection Fees calculated pursuant to the Bond Resolution may be adjusted upon the written advice of the Rate Consultant, at the option of the City, as follows: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees or other charges for the product, services or facilities of the System, the Net Revenues and the Connection Fees for the 12 consecutive months shall be adjusted to show the Net Revenues and the Connection Fees which would have been derived from the System in 25 such 12 consecutive months as if such increased rates, fees or other charges for the product, services or facilities of the System had been in effect during all of such 12 consecutive months. (2) If the City shall have acquired or has contracted to acquire any privately or publicly owned existing utility system that will become part of the System, the cost of which shall be paid from all or part of the proceeds of the issuance of the proposed Additional Bonds, then the Net Revenues derived from the System during the 12 consecutive months shall be increased by adding to the Net Revenues for said 12 consecutive months the Net Revenues which would have been derived from said existing utility system as if such existing utility system had been a part of the System during such 12 consecutive months. For the purposes of this paragraph, the Net Revenues derived from said existing utility system during such 12 consecutive months shall be adjusted to determine such Net Revenues by deducting the cost of operation and maintenance of said existing utility system from the gross revenues of said system. Such Net Revenues shall take into account any increase in rates imposed on customers of such utility system on or prior to the acquisition thereof by the City. (3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the City agrees to furnish services in connection with any utility system, then the Net Revenues of the System during the 12 consecutive months shall be increased by the least amount which said public or private entity shall guarantee to pay in any one year for the furnishing of said services by the City, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. (4) If the City covenants to levy Special Assessments against property to be benefited by the improvements, the cost of which shall be paid from the proceeds of the proposed Additional Bonds and the City has included the corresponding Special Assessment Proceeds within the definition of Gross Revenues pursuant to Supplemental Resolution, then the Special Assessments Proceeds derived from the System during the 12 consecutive months shall be increased by an amount equal to the least amount which the Rate Consultant estimates will be received in any one year subsequent to completion of such improvements from the levy of said Special Assessments, said amount to be the total received, assuming no prepayments, from the installment payments on the Special Assessments plus the interest paid on the unpaid portion of the Special Assessments. The estimate of the Rate Consultant shall be based upon the preliminary assessment roll filed with the City prior to the construction of such improvements. (5) In the event the City shall be constructing or acquiring additions, extensions or improvements to the System from the proceeds of such Additional Bonds and shall have established fees, rates or charges to be charged and collected from users of such facilities when service is rendered, such Net Revenues and Connection Fees for the 12 consecutive months may be adjusted by adding thereto 100% of the Net Revenues and Connection Fees estimated by the Rate Consultant to be derived during the first 12 months of operation after completion of the construction or acquisition of said additions, extensions and improvements from the customers of the facilities to be financed by Additional Bonds together with other funds on hand or lawfully obtained for such purpose; provided such customers must represent existing occupied structures that will be added to the System upon completion of the proposed additions, extensions or improvements. 26 (6) If the City shall add new customers subsequent to the commencement of the 12 consecutive months, the Rate Consultant may adjust the Net Revenues and Connection Fees to reflect the Net Revenues and Connection Fees that would have been received by the City if such customers had been in place for the entire 12 consecutive months. (7) The Net Revenues and Connection Fees shall be adjusted for any period the System or any portion thereof was not owned by the City to reflect government ownership of the System or such portion. (G) Additional Bonds shall be deemed to have been issued pursuant to the Bond Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of the Bond Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to the Bond Resolution. Except as provided in the Bond Resolution, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other. (H) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions described above shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of the aggregate debt service. The conditions described above shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. See "—Subordinate Indebtedness" above for information requiring FDEP consent requirements for the issuance of Additional Bonds. No Free Service The City will not render or cause to be rendered any free services of any nature by its System, nor will any preferential rates be established for users of the same class; provided, however, the foregoing clause shall not be construed to prevent the City from establishing various classes of users based on any factors deemed necessary or desirable by the City. Different rates may be established for different classes. Whenever the City, including its departments, agencies and instrumentalities, shall avail itself of the product, facilities or services provided by the System, or any part thereof, the same rates, fees or charges applicable to other customers receiving like services under similar circumstances shall be charged to the City and any such department, agency or instrumentality. Such charges shall be paid as they accrue, and the City shall transfer from its general funds to the Revenue Fund sufficient sums to pay such charges. The revenues so received shall be deemed to be Gross Revenues derived from the operation of the System, and shall be deposited and accounted for in the same manner as other Gross Revenues derived from such operation of the System. No Mortgage or Sale of the System The City has covenanted in the Bond Resolution not to sell, lease, encumber or in any manner dispose of the System as a whole or any substantial part thereof (except as provided below) until all of the Bonds and all interest thereon shall have been paid in full or provision for payment has been made in accordance with the Bond Resolution. 27 The foregoing provision notwithstanding, the City shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the System in the following manner, if any one of the following conditions exist: (A) such property is not necessary for the operation of the System, (B) such property is not useful in the operation of the System, (C) such property is not profitable in the operation of the System, or (D) in the case of a lease of such property, such lease will be advantageous to the System and will not materially adversely affect the security for the Bondholders. Prior to any such sale, lease or other disposition of said property: (1) if the amount to be received therefor is not in excess of five percent (5%) of the market value of the gross plant of the System, an Authorized Issuer Officer shall make a finding in writing determining that one or more of the conditions for sale, lease or disposition of property provided for the Bond Resolution have been met; or (2) if the amount to be received from such sale, lease or other disposition of said property shall be in excess of five percent (5%) of the market value of the gross plant of the System, (a) an Authorized Issuer Officer and the Consulting Engineers shall each first make a finding in writing determining that one or more of the conditions for sale, lease or other disposition of property provided for in the Bond Resolution have been met, (b) the City Council shall, by resolution, duly adopt, approve and concur in the finding of the Authorized Issuer Officer and the Consulting Engineers, and (c) the City shall obtain an opinion of Bond Counsel to the effect that such sale, lease or other disposition is not in violation of the Act and will not adversely affect the federal tax exempt status of interest on the Bonds (other than Taxable Bonds) or shall not otherwise affect the status of any Outstanding Bonds issued as Federal Subsidy Bonds or the City’s receipt of Federal Subsidy Payments with respect to any Outstanding Federal Subsidy Bonds. Except as otherwise required under applicable provisions of the Code, the proceeds from any such sale or other disposition shall be deposited, first, into the Renewal and Replacement Fund to the extent necessary to make the amount therein equal to the Renewal and Replacement Fund Requirement, and, second, into the Utility Reserve Fund. Proceeds from any lease of assets of the System shall constitute Gross Revenues and shall be deposited in the Revenue Fund. The transfer of the System as a whole from the control of the City Council to some other board or authority which may hereafter be created for the purpose of owning, operating or controlling the System and which constitutes a governmental entity, interest on obligations issued by which are excluded from gross income for purposes of Federal income taxation (other than obligations similar to Taxable Bonds or Federal Subsidy Bonds), shall not be deemed prohibited by the Bond Resolution and such successor board or authority shall fall within the definition of "Issuer" in the Bond Resolution. Notwithstanding the foregoing, the City shall have the authority to sell for fair and reasonable consideration any land comprising a part of the System which is no longer necessary or useful in the operation of the System and the proceeds derived from the sale of such land shall be disposed of in accordance with the provisions of the Bond Resolution. The City may make contracts or grant licenses for the operation of, or grant easements or other rights with respect to, any part of the System if such contract, license, easement or right does not, in the opinion of the Consulting Engineers, as evidenced by a certificate to that effect filed with the City, impede or restrict the operation by the City of the System, but any payments to the City under or in connection with any such contract, license, easement or right in respect of the System or any part thereof shall constitute Gross Revenues and shall be deposited in the Revenue Fund. 28 Enforcement of Charges The City shall compel the prompt payment of rates, fees and charges imposed in connection with the System, and to that end will vigorously enforce all of the provisions of any ordinance or resolution of the City having to do with System connections and charges, and all of the rights and remedies permitted the City under law, including the requirement for the making of a reasonable deposit by each user, the requirement for lawful disconnection of services for all premises delinquent in the payment of any duly invoiced bill, and the securing of injunction against the disposition of sewage or industrial waste into the wastewater facilities of the System by any premises delinquent in the payment of such charges. ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of the 2024 Bond proceeds are summarized below: SOURCES: Principal Amount $231,030,000.00 Plus Original Issue Premium 30,453,011.70 Total Sources $261,483,011.70 USES: Deposit to Series 2024 Bonds Account in the Construction Fund $259,828,658.00 Costs of Issuance(1) 1,654,353.70 Total Uses $261,483,011.70 (1) Cost of Issuance includes the fees and out-of-pocket expenses for Bond Counsel, the Financial Advisor, Underwriters' Discount, printing, rating and other associated costs of issuance. [Remainder of page intentionally left blank] 29 DEBT SERVICE REQUIREMENTS FOR THE BONDS See "HISTORICAL COVERAGE OF DEBT SERVICE BY WATER AND WASTEWATER SYSTEMS REVENUES" and "PROJECTED OPERATING RESULTS" below for more information regarding historical and projected coverage of debt service. 2024 Bonds Year Ended October 1 Principal Interest Debt Service Parity Bonds Debt Service Total Debt Service(1) 2025 $610,000 $11,038,100 $11,648,100 $42,924,013 $54,572,113 2026 3,770,000 11,521,000 15,291,000 41,815,257 57,106,257 2027 1,780,000 11,332,500 13,112,500 43,993,683 57,106,183 2028 1,875,000 11,243,500 13,118,500 43,990,617 57,109,117 2029 1,970,000 11,149,750 13,119,750 43,987,787 57,107,537 2030 2,070,000 11,051,250 13,121,250 43,988,657 57,109,907 2031 2,175,000 10,947,750 13,122,750 43,986,988 57,109,738 2032 3,095,000 10,839,000 13,934,000 43,173,650 57,107,650 2033 2,655,000 10,684,250 13,339,250 43,770,600 57,109,850 2034 6,465,000 10,551,500 17,016,500 40,090,700 57,107,200 2035 6,790,000 10,228,250 17,018,250 40,089,750 57,108,000 2036 7,130,000 9,888,750 17,018,750 40,091,300 57,110,050 2037 7,480,000 9,532,250 17,012,250 40,094,000 57,106,250 2038 7,860,000 9,158,250 17,018,250 40,090,525 57,108,775 2039 8,250,000 8,765,250 17,015,250 40,092,325 57,107,575 2040 8,660,000 8,352,750 17,012,750 40,092,825 57,105,575 2041 8,075,000 7,919,750 15,994,750 41,113,825 57,108,575 2042 8,475,000 7,516,000 15,991,000 41,114,275 57,105,275 2043 8,900,000 7,092,250 15,992,250 41,114,125 57,106,375 2044 9,345,000 6,647,250 15,992,250 41,116,825 57,109,075 2045 9,810,000 6,180,000 15,990,000 41,115,575 57,105,575 2046 10,300,000 5,689,500 15,989,500 41,117,075 57,106,575 2047 10,820,000 5,174,500 15,994,500 41,113,825 57,108,325 2048 11,430,000 4,633,500 16,063,500 41,114,125 57,177,625 2049 12,005,000 4,062,000 16,067,000 41,112,725 57,179,725 2050 12,530,000 3,461,750 15,991,750 41,114,475 57,106,225 2051 13,155,000 2,835,250 15,990,250 41,115,475 57,105,725 2052 13,815,000 2,177,500 15,992,500 41,112,475 57,104,975 2053 14,505,000 1,486,750 15,991,750 41,117,225 57,108,975 2054 15,230,000 761,500 15,991,500 41,115,463 57,106,963 2055 41,115,863 41,115,863 2056 41,114,450 41,114,450 2057 41,115,913 41,115,913 TOTAL $231,030,000 $231,921,600 $462,951,600 $1,371,226,390 $1,834,177,990 (1) Totals may not add up due to rounding. 30 MANAGEMENT The City's Water Department and Wastewater Department fall under the supervision and administration of the Infrastructure and Mobility Administrator, Jean W. Duncan, P.E., who was appointed in February 2020 to oversee the following departments: (i) Infrastructure: (Contract Administration, Wastewater and Water) (ii) Logistics & Asset Management (iii) Solid Waste and Environmental Program Management (iii) Mobility: (Operations, Parking, Smart Mobility, Stormwater and Transportation Engineering) Ms. Duncan joined the City of Tampa as a Transportation Project Design Engineer in 2003. She was appointed as the Transportation Manager in 2009 by Mayor Pam Iorio and in 2014 was appointed as the Director of Transportation and Stormwater Services Department by Mayor Bob Buckhorn. On February 5, 2020, Ms. Duncan was appointed by Mayor Jane Castor as the Infrastructure and Mobility Administrator. Her administration includes approximately 1,400 employees and a yearly budget of over $500 million. Prior to joining the City of Tampa in 2003, Ms. Duncan owned a Civil Engineering Consulting firm for twelve (12) years. Her firm provided transportation and stormwater engineering services as well as coastal and estuary modeling, air and noise analyses, and environmental studies. She also served as the Assistant Project Development & Environmental ("PD&E") Administrator for the Florida Department of Transportation, District 7 Office in Tampa. She established a new PD&E department, building an engineering and environmental team to manage Project Development and Conceptual Design Projects, Florida Department of Transportation ("FDOT") Work Program Management and Regional Traffic Modeling for a four-county area. Ms. Duncan is actively involved in the civil engineering profession, and is an alumna volunteer with engineering students at the University of South Florida ("USF") College of Engineering and the USF Center for Transportation Research. She is also a Board member on the USF Center for Transportation Research Advisory Board. She is a registered Professional Engineer in Florida and holds a Bachelor of Science degree in Civil Engineering and a Master of Science in Engineering Management—both from the University of South Florida. Brad L. Baird, P.E. was appointed by the Mayor Jane Castor in February 2020, to oversee the activities of the Water Department, Wastewater Department and Contract Administration Department. Mr. Baird spearheaded the transition from private to public operations at the McKay Bay Waste-to- Energy Plant and currently leads the Progressive Infrastructure Planning to Ensure Sustainability, or PIPES Program. He has a Bachelor's Degree in Environmental Engineering from the University of Florida and is a professional engineer registered in the State of Florida. Mr. Baird was appointed as Director of the Water Department in April 2006. Prior to that, he served with the Wastewater Department since 1983, with his last assignment being the Deputy Director. During his tenure with the Wastewater Department, he served as Project Manager on more than $250 million worth of construction projects including treatment plant additions and modifications, major interceptors, pumping stations, neighborhood collection systems, and reclaimed water systems. He also led an Optimization Program for Water, Wastewater and Stormwater departments that included technology upgrades, improved work processes, and implemented skills-based matrices that resulted in multi-skilled workforces. Mr. Baird was the Director of the Water Department from 2006 to 2014, when he was promoted to the Public Works 31 and Utility Services Administrator for the City. He served in this capacity until February 2020, when he was appointed as the Deputy Administrator of Infrastructure. THE SYSTEM Background of Water and Wastewater Departments The City provides potable water service and reclaimed water service to its customers through the Water Department. The City also provides wastewater service through the Wastewater Department. Customers are located within the boundaries of the City and in parts of unincorporated Hillsborough County. The service areas for the two departments are not the same. Both serve the City, but the Water Department serves a larger portion of unincorporated Hillsborough County than does the Wastewater Department. The Wastewater Department serves the City of Temple Terrace, but the Water Department serves only a small portion of the City of Temple Terrace. Reclaimed water for land application service is available to approximately 5,594 customers in an area referred to as the South Tampa Area Reclaimed and is comprised of approximately 7.2 square miles of South Tampa and the Tampa International Airport. Water System Background of the Water Department The Water Department provides treatment and delivery of drinking water within its 220 square mile service area that encompasses the City of Tampa limits, parts of unincorporated Hillsborough County and portions of the City of Temple Terrace. During Fiscal Year 2023, the City provided service to approximately 131,452 water customer accounts and the average daily demand was 82 million gallons per day ("MGD"). Water is supplied from the David L. Tippin Water Treatment Facility ("DLTWTF"), which obtains raw water from the Hillsborough River Reservoir. The Water Department may also purchase potable water from Tampa Bay Water and is permitted to augment the Hillsborough River Reservoir with water from the Harney Canal, Sulphur Springs or their aquifer storage and recovery system. Raw water pumps located at the DLTWTF deliver raw water to the treatment system from the Hillsborough River Reservoir, which is fed by the Hillsborough River. Water is also pumped into the Hillsborough River Reservoir from the Tampa Bypass Canal system and Sulphur Springs during periods of low flow in the Hillsborough River. Treated water is pumped through 2,143.09 miles of water mains, which range from 2-inch to 54-inches in diameter. In addition, the Water Department maintains 15,066 fire hydrants, two elevated storage tanks and three re-pumping stations, each with ground storage tanks. The City's maximum day water production capacity is 120 MGD. In addition to the potable water supplied by the DLTWTF, the City has additional sources of finished potable water from Tampa Bay Water. Tampa Bay Water supplements the City's water supply with both raw and finished water. Morris Bridge Pumping Station is an established point of connection with Tampa Bay Water that the Water Department has relied upon during drought conditions. An emergency connection has also been constructed at U.S. Highway 301 near the Tampa Bay Water Surface Water Treatment Facility. This connection is designed to be activated and provide additional finished potable water when needed. The Water Department also has approximately 5,594 reclaimed water accounts within the City, as of the end of Fiscal Year 2023, using approximately 3.9 MGD of reclaimed water produced at the 32 Wastewater Department’s Howard F. Curren Advanced Wastewater Treatment Plant ("HFCAWTP"). City customers in the reclaimed water area have access to reclaimed water for irrigation and have the option to, but not the obligation to, connect to the reclaimed water distribution system. Water Supply The City is one of a few municipal water systems in Florida that produces potable water from a surface water source, rather than a groundwater source. Based on the City’s permitted access to several water supply sources and its aquifer storage and recovery system, the City is able to adeptly manage and respond to seasonal water supply challenges. The primary source of supply is withdrawn from the Hillsborough River Reservoir at the DLTWTF. The Southwest Florida Water Management District ("SWFWMD") Water Use Permit limits withdrawals to an average annual rate of 82 MGD and a maximum daily quantity of 120 MGD from the Hillsborough River Reservoir. Also, as stated in the Interlocal Agreement with Tampa Bay Water, the City can pursue an increase in its withdrawal rate up to 142 MGD peak month and 142 MGD maximum day provided that the proposed increase does not reduce the quantities available to Tampa Bay Water for the region. Additionally, the City may seek an increase in the annual average withdrawal from the Hillsborough River Reservoir to satisfy environmental needs after Tampa Bay Water permitted withdrawals for regional use have been met which, at this time, they have. Withdrawals from the Hillsborough River Reservoir can be augmented by other sources during extended dry periods. Under certain conditions, water from Sulphur Springs can be pumped to the Hillsborough River Reservoir. The Water Use Permit issued by the SWFWMD allows the City to pump a maximum of 20 MGD from Sulphur Springs, but limits the City to an annual average of 5 MGD. The total water withdrawn from the Hillsborough River Reservoir cannot exceed the average annual rate of 82 MGD. Through an Interlocal Agreement with Tampa Bay Water, discussed in detail later in this section, the City also uses the Tampa Bypass Canal east of the City for augmentation as authorized and when needed. The Tampa Bypass Canal was constructed as a flood control system to alleviate flooding from the Hillsborough River. The Interlocal Agreement with Tampa Bay Water allows the City to use water from the Tampa Bypass Canal when necessary, during dry periods. The Interlocal Agreement allows an annual average usage of 20 MGD and a peak month of 40 MGD. This source is also used for augmentation, but it does not increase the allowable 82 MGD withdrawal from the Hillsborough River Reservoir. In addition to these augmentation sources for the Hillsborough River Reservoir, the City also has Aquifer Storage and Recovery ("ASR") wells, which are used for storage. During wet weather periods, treated drinking water is pumped underground for storage and later use. These wells have a storage capacity of 1.2 billion gallons. The wells are permitted for withdrawal of 10 MGD for a period of 120 days. The 10 MGD ASR system, with a total of eight ASR Wells, was installed along with transmission pipelines to transport water recovered from the wells to the DLTWTF for treatment. All water resources other than that withdrawn from the Hillsborough River and its augmentation from Sulphur Springs, Tampa Bypass Canal and the ASR wells is provided by Tampa Bay Water, in accordance with the Interlocal Agreement with Tampa Bay Water. Tampa Bay Water owns and operates a number of well fields, a surface water reservoir in southern Hillsborough County, a desalination plant that withdraws water from Tampa Bay, treatment facilities, high service pumping facilities, and transmission 33 facilities to supply water to its member governments. This includes the Morris Bridge Wellfield which it purchased from the City and from which it now supplies treated water to the City when needed. The Morris Bridge Connection interties the City and Tampa Bay Water in the north portion of the service area. Another intertie is the US 301 Interconnect, which ties in the southeastern end of the service area. Water Transmission and Distribution The Water Department transmission and distribution system includes approximately 2,143 miles of water mains, five repump stations ("RPS") that include two elevated storage tanks, 15,066 fire hydrants, and 56,107 valves and appurtenances in three pressure zones. The North Tampa pressure zone is supplied by seven pumps at the Morris Bridge RPS, which has a total pumping capacity of 97 MGD. The South Tampa pressure zone is supplied by six high service pumps at the Interbay RPS, which has a total pumping capacity of 14 MGD. The DLTWTF pressure zone is supplied by the eight high service pumps at the plant and a total of five high service pumps at three RPSs: Northwest, West Tampa, and Palma Ceia. The total combined pumping capacity of the DLTWTF pressure zone is 158 MGD. The distribution system is supplied by approximately 2,143 miles of water mains ranging in diameter from two inches to 54 inches. The transmission mains range in size from 16 inches to 54 inches and are mostly made of cast iron and ductile iron. The distribution mains range in size from two inches to 12 inches and are mostly made of lined and unlined cast iron, ductile iron, polyvinylchloride (PVC), high density polyethylene, asbestos cement, or galvanized iron. In September 2019, the City launched a program called Progressive Infrastructure Planning to Ensure Sustainability ("PIPES"). The PIPES program is a proactive approach to replace existing pipes that are undersized or made of material that affects water quality, to renew aging infrastructure, and to prevent main breaks. Throughout the system, there are approximately 41.6 million gallons ("MG") of storage with an effective capacity of 29.5 MG through five clear wells, four ground storage tanks, and two elevated storage tanks. The City has an additional 1.2 billion gallons of storage through its aquifer storage and recovery system. Water Demands Historically, the number of water service connections has increased. Correspondingly, the average daily demand ("ADD") has increased gradually. Demands are anticipated to increase as the Water System grows and the customer base expands. Projected demands reflect recent successes in water conservation and account for population growth slowdown by using long term historical trends over the last several years. With the available options for augmenting the primary water supply from the Hillsborough River Reservoir, plus having the Tampa Bay Water interconnections to the City's system from the intertied regional network of water sources, the City has a secure potable water supply for well into the future. Water Treatment Facility The DLTWTF is located on approximately 54 acres along the Hillsborough River at 7125 North 30th Street, Tampa, Florida. The facility was constructed in the 1920s and remains one of Florida’s few water treatment facilities to treat water from a surface water source rather than groundwater. The main goals of DLTWTF are to provide safe drinking water by removing total organic carbon and color to reduce disinfection by-product formation, improve the aesthetic quality of the water, and reduce taste 34 and odor causing compounds. The subsequent paragraphs describe how DLTWTF operates to achieve these goals. Treatment begins when water is withdrawn from the Hillsborough River Reservoir and screened through a grass bar rack followed by mechanical screens to remove finer debris. Then, raw water is pumped to DLTWTF's four conventional treatment trains, which include coagulation, flocculation, and sedimentation. Together, these trains receive 70 to 80 percent of the total plant flow. The remaining flow is treated through two Actiflo™ treatment trains. Both systems, conventional and Actiflo™, use ferric sulfate as a coagulant and sulfuric acid for pH adjustment. After sedimentation, lime is added to the conventional treatment trains for pH adjustment. Then, the flow is directed to the ozonation process for primary disinfection. After primary disinfection, the flow is treated with caustic soda to achieve a pH of between 6.5 and 7.3 and then conveyed to the biological activated filtration process, which consists of 30 gravity filters. Finally, the water is treated with chlorine and ammonia to form chloramines for secondary disinfection. Treated water is stored in clear wells before being sent into the distribution system via the on-site high service pump stations. The sludge from both the conventional and the Actiflo™ treatment trains and filter waste wash water is thickened onsite. The onsite system consists of a surge tank, four gravity thickeners, two splitter boxes, and two sludge pumping stations. The supernatant from the thickeners is routed back to the head of the plant, while the thickened residuals are sent to the sludge processing facility for further processing and dewatering. Pumping and Storage The water system has 26 high service pumps in three (3) pressure zones that deliver treated water to customers. The DLTWTF pressure zone is supplied by eight (8) high service pumps at the plant and five (5) high service pumps at three RPSs: Northwest, West Tampa, and Palma Ceia. The total combined pumping capacity of the DLTWTF pressure zone is 200 MGD. The North Tampa pressure zone is supplied by seven (7) pumps at the Morris Bridge RPS, which has a total pumping capacity of 77 MGD, and the South Tampa pressure zone is supplied by six (6) high service pumps at the Interbay RPS, which has a total pumping capacity of 18 MGD. The Morris Bridge RPS normally pumps treated water supplied by the DLTWTF pressure zone and occasionally by Tampa Bay Water when needed. Throughout the water system, there are approximately 41.0 MG of storage with an effective capacity of 31.0 MG. Treated water is stored at the DLTWTF in underground clear wells, which have a combined capacity of 20.0 MG. Additionally, there are two 5.0-MG ground storage tanks at the Morris Bridge RPS, a 3.0-MG ground storage tank at the Northwest RPS, another 5.0-MG ground storage tank at the Interbay RPS, one 1.5-MG elevated storage tank at Palma Ceia, and one 1.5-MG elevated storage tank at West Tampa for storing treated water. Combined, these facilities provide a total of 41.0 MG of storage for finished water. However, pump suction line locations at the DLTWTF and the Morris Bridge RPS reduce the effective storage to 12.5 MG and 7.5 MG, respectfully, so the actual effective storage volume of the water system is 31.0 MG. The City has an additional 1.2 billion gallons of storage through its ASR system. 35 Regulatory Issues The Water System is subject to regulation at the federal, state and regional levels. Regulation at the federal level is implemented by the United States Environmental Protection Agency ("USEPA") under the Safe Drinking Water Act. The FDEP is the state regulatory and permitting agency, however in Hillsborough County, FDEP regulations are delegated to and administered by the Hillsborough County Health Department (local branch of the Florida Department of Health). The SWFWMD is the regional regulatory and permitting agency on water supply issues. On April 10, 2024, under the Safe Drinking Water Act, the USEPA issued the first-ever national, legally enforceable drinking water standard for per- and polyfluoroalkyl substances ("PFAS"). The USEPA issued this rule after reviewing extensive research and science on how PFAS above certain levels adversely affects public health. This final rule will designate two widely used PFAS chemicals, perfluorooctanoic acid ("PFOA") and perfluorooctanesulfonic acid ("PFOS"), as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"). The rule sets drinking water limits for five individual PFAS, including PFOA and PFOS, as well as setting a limit for any combination of four PFAS, including what are known as "GenX Chemicals." Under the new regulations, two types of PFAS (PFOA and PFOS) cannot exceed four parts per trillion in public drinking water, and three additional PFAS cannot exceed 10 parts per trillion in public drinking water. Public water systems have three years of rule promulgation April 2024- April 2027 to begin monitoring for PFAS and five years, until 2029 to become compliant with the new limits. For the benefits described below and to address this new national standard, the City is developing a SIX Water Treatment Facility. The SIX Water Treatment Facility will satisfy USEPA requirements on forever chemicals including PFAS and PFOA. SIX Water Treatment Facility benefits will include: • Eliminates the use of sulfuric acid and calcium carbonate (lime); • Reduces the use of ferric sulfate and caustic soda; • Reduces sludge production by an estimated 63%, lowering processing and hauling costs; • Lowers ozonation electrical costs by an estimated 24%; • Increases filter run times, thereby reducing backwashing costs; • Projected Operating Expenses reductions of at least $4 million per year; • Pilot testing on Hillsborough River water yielded greater than anticipated results (those results validate SIX as a highly effective treatment process for water sources with high total organic carbon (TOC) variability); • Improved finished water quality with a reduction in TOC will result in lower distribution system nitrification; and • Post successful pilot testing, the City has engaged a highly regarded subject matter expert to examine, validate, and modify (if needed) every aspect of the plan going forward. See the Capital Improvement Program in the Financial Feasibility Report attached hereto as APPENDIX E which includes $155,250,371 to develop SIX Water Treatment Facility. 36 Permits In 1974, Congress passed the Safe Drinking Water Act ("SDWA"), which directed the USEPA to establish minimum drinking water standards. These standards are divided into two categories: primary regulations (those required for public health) and secondary regulations (those recommended for aesthetic qualities). The State has adopted the secondary regulations as enforceable standards. FDEP has the primary role of regulating public water systems in the State as derived from Chapter 403, Part IV, Florida Statutes, and by delegation of the federal program from the USEPA. However, in Hillsborough County, FDEP regulations are delegated to and administered by the Hillsborough County Health Department (local branch of the Florida Department of Health). FDEP has promulgated rules within the Florida Administrative Code ("FAC") Chapter 62 for regulation of public water supplies. The City’s potable water system complies with the rules of FAC Chapter 62. In accordance with the SDWA requirements, the City publishes and distributes a drinking water quality annual report outlining TWD’s compliance with the water quality standards established by the USEPA. In 2023, the Water Department was awarded the "25-Year Directors Award" by the Partnership for Safe Water acknowledging ongoing treatment optimizations and water quality monitoring that go above and beyond regulatory requirements. The City is a founding member of the Partnership for Safe Water. The City uses their in-house laboratory for regular monitoring of water quality. Comprehensive water quality tests are also performed annually using independent laboratories. The City is currently in compliance with all applicable regulations relating to water quality and has not been cited for any regulatory violations within the past five years. On December 14, 2004, the City obtained a 20-year WUP from SWFWMD for the surface water withdrawal from the Hillsborough River Reservoir and other secondary sources as previously noted. The WUP expires on December 14, 2024. The City is in the pre-application phase of renewing the WUP and plans to submit the application by September 2024. The City plans to apply to renew the WUP for a permit duration of 40 years. The City operates all its facilities and the DLTWTF according to permits issued by the regulatory agencies, and the City has maintained current permits for all facilities. To the Consulting Engineers’ knowledge, the City is in compliance with all federal and state regulatory requirements relating to the provisions of water services, and there are no outstanding consent orders requiring corrective actions issued by any regulatory agency relating to any component of the Water System. Interlocal Agreements The City is a member government of Tampa Bay Water, the regional water supply authority for the area. In addition to the City, "Member Governments" include Hillsborough County, Pasco County, Pinellas County, City of St. Petersburg, and City of New Port Richey. There are two core legal agreements that set forth the governance and operation of Tampa Bay Water, the Amended and Restated Interlocal Agreement of 1998 and the Master Water Supply Contract. Tampa Bay Water is not a party to the first Agreement but is a party to the latter. The "Amended and Restated Interlocal Agreement Reorganizing the West Coast Regional Water Supply Authority (1998)", also known as the "Governance Agreement" embodies the 37 restructured West Coast Regional Water Supply Authority as directed by the Florida Legislature. Tampa Bay Water was established on August 31, 1998 as evidenced by this agreement which changed the name, structure and operations of the West Coast Regional Water Supply Authority. The creation of Tampa Bay Water represented an end to the region's "water wars" and established a new regional authority, not a cooperative, between the Member Governments. Under this Governance Agreement, Member Governments relinquished to Tampa Bay Water their individual rights to develop drinking water supply sources except for the City. The City retained its water use permit which authorized the withdrawal of 82 million gallons per day for the City to supply its customer. This is the City's exception to the "Exclusivity Clause" contained in the Agreement. There are also other conditions under which the City could seek to withdraw additional water. Tampa Bay Water became the sole and exclusive wholesale drinking water supplier for the remaining Member Governments. It has the absolute obligation to meet the wholesale drinking water needs of the Member Governments except the City. The agreement has a 40-year term and expires in 2038 unless debt service associated with their bond issues extend beyond the expiration date. Tampa Bay Water also acquired regionally significant wholesale water supply facilities and tangible assets owned by the Member Governments at an agreed upon value. Tampa Bay Water provides water at a wholesale uniform per gallon rate to its six Member Governments for the supply of drinking water to nearly 2.5 million people across their respective service area including the City’s approximately 131,452 water customers served by the Water Department. Under the terms of the Governance Agreement, in 1998 the City sold its Morris Bridge Wellfield to Tampa Bay Water, which is now used as a backup source for meeting supplemental needs for the City's water supply during dry periods. When the City's raw water supply from the Hillsborough River Reservoir is reduced due to drought or reaches its permitted limits, it purchases treated water from Tampa Bay Water if water is available. However, the primary source of supply for the City remains as it has been since the 1920s, the Hillsborough River Reservoir, with treatment at the DLTWTF. The Master Water Supply Contract with Tampa Bay Water (the "Contract"), established by the Restated Interlocal Agreement, establishes the operational conditions such as water quality and points of connection for supplying water and for developing a plan for sharing the costs of operating, acquiring, constructing, equipping and expanding the system. The combination of the Governance Agreement and the Master Water Supply Contract obligates Tampa Bay Water as an entity to meet the needs for potable water supply for the Member Governments. Should Tampa Bay Water fail to provide adequate supply, then the City, as well as other Member Governments, may enter into agreements with other suppliers. Tampa Bay Water establishes a single uniform rate (unitary rate) for the sale of potable water to the Member Governments, other than water delivered to the City from the Tampa Bypass Canal that is not attributable to the Tampa Bay Water augmentation projects. The rate charged to the City for water provided through the Tampa Bypass Canal will be equal to Tampa Bay Water’s direct cost and allocated overhead. The Contract requires that the City and the other Member Governments supply water to customers only from Tampa Bay Water or in the City’s case its own source, distributed through the Member Government transmission and distribution systems, but the members can sell bulk quantities of water on a wholesale basis to other utilities. Under this provision, the City provides water to portions of Hillsborough County. 38 The Contract further requires the City to collect such fees, rates and other appropriate charges for the facilities of its system in order to fund timely payment of its respective obligations and liabilities to Tampa Bay Water. The City is also required to maintain its water utility system operation and maintenance accounts for the purpose of paying its obligations and liabilities. However, the City is not liable for the obligations of any other Member Government. Each Member Government is solely responsible for the performance of its own obligations. The City entered into an interlocal agreement with Hillsborough County (as amended, the "City- County Interlocal Agreement") in June 1979 to comply with orders from the Florida Legislature requiring Hillsborough County and the City "to make the most efficient use of their powers by enabling them to cooperate with each other … to provide services and facilities for water systems … to the county and the city." Since then, the agreement has been amended several times. It was established for the purposes of: - Complying with Florida statutory law. - Delineating geographic boundaries outside City limits but within Hillsborough County for which the water department would provide water services. - Defining the rates and charges to be paid by Hillsborough County to the City for providing these services. - Requiring Hillsborough County and the City to share easements and rights-of-way. The City and Hillsborough County agreed to extend the term of the agreement in May 2019, June 2020, June 2021, and June 2023. On June 15, 2023, City Council approved Resolution 2023-569 to extend the term of the agreement by an additional 2-year period to June 26, 2025, to allow both, the City and the County, time to negotiate agreeable terms regarding new water and wastewater service boundaries. Additional interlocal agreements between Hillsborough County and the City as they pertain to water and wastewater services are as follows: 1. In 1993, the City agreed to provide wastewater services to a private utility franchised by Hillsborough County called Southern States Utilities, Inc. This agreement automatically renews every five years unless terminated by any party. 2. In 1994, the City agreed to provide wastewater services to the Hillsborough County Aviation Authority, which governs Tampa International Airport. 3. In 2016, the City defined the means of service and rate for Hillsborough County to directly serve North Palm River residents’ water provided by the Water Department. [Remainder of page intentionally left blank] 39 Ten Largest Customers Ten Largest Customers of the Water System Customers Annual Usage (ccf) Metered Sales Revenue MacDill Air Force Base 478,560 $1,553,515 Pepsi Cola Bottling Company 227,311 1,506,314 Tampa Hard Rock Hotel & Casino 176,169 1,373,130 Hillsborough County(1) 318,465 1,261,121 Cott Beverages 193,357 1,238,471 Coca-Cola Beverages Florida 157,705 1,176,190 Hillsborough County Utilities 294,049 1,164,434 Tampa Electric Company (TECO) 136,099 985,534 University of South Florida 147,393 929,020 Hillsborough County Hospital Authority 201,210 831,281 (1) Interconnects at 2606 S. 82nd and at 70th and Kingston Dr. Source: City of Tampa, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023. Management and Staffing The Water Department is one of three City departments which report to the City's Deputy Administrator of Infrastructure, who reports to the Administrator of Infrastructure and Mobility. The other departments reporting to the Deputy Administrator of Infrastructure are Contract Administration, and Wastewater. The Water Department is composed of three operating divisions: Production, Distribution and Consumer Services, and Engineering with overall administration and coordination performed by the Department Director, Rory Jones, P.E. Rory Jones was appointed the role of Water Department Director on November 12, 2023. He holds a degree in Water Resources and Environmental Engineering from the University of South Florida and is a licensed professional engineer registered in the State of Florida. His career with the City began over 26 years ago in the Wastewater Department. Since then, he has transitioned through various positions within the Water and Wastewater departments, contributing significantly to treatment plant Capital Improvement Project planning for the DLTWTF and the HFCAWTP. His expertise extends to design, permitting, inspection, surveying, and construction. In his most recent role as Chief Engineer for the Water Department, he oversaw 50 engineers and technicians, managing the planning, design, and construction of water infrastructure capital improvements. Elias J. Franco is the Water Distribution and Consumer Services Director. He manages a team of 170 employees, who are responsible for the maintenance of the potable and reclaimed water distribution systems, and Utility Services. He has 45 years of experience in the utility business in a variety of mid and senior level management positions. He holds a Bachelor of Business Administration degree from Florida International University. John E. Ring is the Production Division Manager of the Water Department. He manages a team of 95 employees, who are responsible for the maintenance and operation of the treatment and pumping 40 systems used to deliver safe, quality water to the City’s customers. He has 32 years of experience managing personnel and equipment for the production of various water purity products. Prior to his current position, He held a number of positions at General Electric’s Water and Process Technologies Division. He managed a team of 65 personnel responsible for the maintenance and operation of 40 GE high purity water treatment facilities located throughout the Southeastern United States that provided high purity water to nuclear power, chemical refining, pharmaceutical and drinking water bottling plants. He holds a Bachelor of Science degree in Chemical Engineering from the University of Illinois. Chad Bailey, P.E., is the Chief Engineer of the Engineering Division. He has been with the City of Tampa for 15 years with tenures under both the Water and Wastewater Department. His current position is responsible for management of capital improvement projects within both the water distribution system and the water production plant, the Department’s in-house construction team, and regulation of service connections for new developments. He has two Bachelor of Science degrees from the University of South Florida in biology and civil engineering. Wastewater System Background of Wastewater System The Wastewater System provides wastewater collection and treatment service to approximately 107,252 customer accounts in the City and portions of the unincorporated area of Hillsborough County. The highly treated effluent produced by the HFCAWTP is suitable for discharge to Hillsborough Bay and as a source of reclaimed water. The Wastewater Department has retail customers both within the City and within the portion of unincorporated Hillsborough County within the service area. The City also serves a portion of Hillsborough County and the City of Temple Terrace as bulk customers under interlocal agreements. The Wastewater Service Area encompasses an area of approximately 211 square miles, including the City of Temple Terrace and the portion of unincorporated Hillsborough County served by the City. The Water Department, by contrast, includes about 220 square miles of service area, including a larger portion of unincorporated Hillsborough County and only a small portion of the City of Temple Terrace. The Wastewater Department operates the pumping system (located at the HFCAWTP) that provides reclaimed water to the reclaimed water area located in south Tampa, Tampa International Airport and the McKay Bay Waste-to-Energy Plant. Wastewater Treatment Plant All wastewater from the City is treated at the HFCAWTP. The HFCAWTP is located on approximately 130 acres on the Hillsborough Bay at 2700 Maritime Boulevard, Tampa, Florida. The facility was originally constructed in the 1950s and has been upgraded several times. The plant is a Type I two-stage, high rate (pure oxygen and fine bubble aeration) activated sludge biological nitrification/ denitrification domestic wastewater treatment plant. The main goals of HFCAWTP are to provide customers with advanced wastewater treatment ("AWT") and protect public health and the environment by removing biochemical oxygen demand (BOD), total suspended solids (TSS), and total nitrogen ("TN") to meet permitted limits. The subsequent paragraphs describe how HFCAWTP operates to achieve these goals. 41 The treatment process includes preliminary, primary, secondary, and tertiary treatment. Preliminary treatment begins when wastewater from the collection system enters HFCAWTP via five force mains (36 inches to 54 inches in diameter). The wastewater is aerated at junction chamber no. 1 to release hydrogen sulfide gas, and the resultant air emissions are treated at the odor control system using sodium hydroxide. Next, primary treatment occurs and includes removal of large debris from the wastewater via five screens at screen and Grit Buildings No. 1 and No. 2. Then, the wastewater flows to eight primary settling tanks and reduces BOD and TSS loading to the secondary treatment process. Secondary treatment involves the two-stage biological process where wastewater is pumped via the main pumping station to six high purity oxygen ("HPO") reactors to remove carbonaceous BOD and suspended solids. A mixed liquor is created in the reactors and is aerated by HPO that is produced onsite by two 60 ton/day cryogenic HPO generation systems. The biological process continues with gravity settling in 12 final settling tanks. The second biological process stage includes nitrification via four diffused air reactors, a blower building, and a nitrification pumping station. Then, the mixed liquor is settled in final settling tanks 13 – 20 before tertiary treatment. Tertiary treatment includes denitrification, high-level disinfection, and dechlorination. Denitrification is accomplished by 32 coarse sand filters to reduce TSS and TN. The facility uses chlorine gas for primary disinfection and sulfur dioxide for dechlorination in three chlorine contact tanks. These processes, in conjunction with post-aeration, result in levels of TSS, TN, dissolved oxygen, and chlorine residual that meet permitted levels for surface water discharge and public access reuse. Ultimately, the HFCAWTP produces highly treated effluent that is either discharged to Hillsborough Bay, distributed to reclaimed water customers, or reused within the plant. The HFCAWTP manages residuals that are collected in each stage of the treatment process. Waste activated sludge ("WAS") that is accumulated in final settling tanks 1 through 12 is blended with polymer and thickened in two gravity thickeners. Then, thickened WAS is mixed with primary sludge from the primary settling tanks and the resultant is pumped to seven anaerobic digesters to produce stabilized biosolids, reduce pathogens, reduce biosolids mass by volatile solids destruction, and generate biogas as a usable by-product. The resulting biosolids are stabilized for land application as Class B biosolids or disposed of in a Class I solid waste landfill. The County has reached treatment capacity at its Falkenburg Road Advanced Wastewater Treatment Plant ("Falkenburg Plant") and desires to divert up to 2.5 MGD of wastewater from its Falkenburg Plant to the HFCAWTP. The City has available treatment capacity to accept up to 2.5 MGD of wastewater flow from the Falkenburg Plant at the HFCAWTP. The City and County have entered into the Interlocal Agreement to accomplish this objective. Effluent and Residuals Management The HFCAWTP has a permitted capacity of 96.0 MGD and is operated to achieve AWT with high-level disinfected and dechlorinated effluent that is discharged directly to Hillsborough Bay via a 78- inch conduit. Additionally, HFCAWTP has two relief outfalls that are permitted for use when flows to the plant exceed approximately 100 MGD and there are extreme high tide conditions. The relief outfalls include a 72-inch and a 96-inch conduit to the Ybor City Drain, which ultimately flows to Hillsborough 42 Bay. Pursuant to FAC rule 62-4.244, all three outfall locations include a mixing zone for dichlorobromomethane and dibromochloromethane for the effluent discharge. Effluent from the HFCAWTP is required to meet certain water quality standards as outlined in its permit. The HFCAWTP must produce effluent with annual average concentrations of five milligrams per liter (mg/L) of CBOD, 5 mg/L of TSS, and 3 mg/L of TN. In Fiscal Year 2023, the annual average CBOD, TSS, and TN concentrations were 2.0 mg/L, 0.8 mg/L, and 2.5 mg/L, respectively. The HFCAWTP staff also regularly test for other water quality characteristics such as chlorine residual, dissolved oxygen, and fecal coliform. FDEP has issued two Final Orders for Hillsborough Bay that establish TN load allocations for the Hillsborough County Falkenburg Advanced Wastewater Treatment Plant. The City’s TN load allocations to Hillsborough Bay are 213.2 tons per year on a five-year rolling average basis and 319.8 tons per year as an annual total. However, following execution of the agreement between the City and Hillsborough County, the allowable TN loading limits will be permanently revised to 213.6 tons per year as a five-year rolling average and 320.4 tons per year as an annual total. The five-year rolling average TN load for Fiscal Year 2023 was 212.1 tons, which was about 99 percent of the allowable load allocation at that time. The annual total TN load for Fiscal Year 2023 was 201.2 tons, which was about 63 percent of the allowable load allocation at that time. The agreement between the City and Hillsborough County would increase the City’s five-year rolling average TN allocation to 230.88 tons per year and the annual total to 346.32 tons per year for as long as Hillsborough County discharges wastewater to the City from the Hillsborough County Falkenburg Advanced Wastewater Treatment Plant. The City currently uses reclaimed water in the following ways: • The City has an agreement with Mosaic Fertilizer, LLC to provide water for chemical heating. The water is pumped to the Mosaic Fertilizer, LLC facility, south of the plant site, run through heat exchangers, and returned to the plant about 10 degrees F cooler. The returned cooler water provides the City with benefits, as the water is again reused for cooling applications within the plant. For the Fiscal Year 2023, this amounted to about 3.06 MGD annual average. • The City provides 0.50 MGD annual average (Fiscal Year 2023) of reclaimed water to the City’s McKay Bay Waste-to-Energy Facility, reducing demand for potable water. • A permitted capacity of 6 MGD AADF for slow-rate public access reuse to the South Tampa Area Reclaimed System. The City provided an annual average of 3.9 MGD of reclaimed water for irrigation in Fiscal Year 2023 to approximately 5,594 customers in south Tampa and to the Tampa International Airport for irrigation and other uses. Each customer has a metered connection. The distribution system is operated and maintained by the Water Department. The current peak demand has been about 5 MGD, but the transmission line capacity is about 30 MGD. The Wastewater System operates and maintains the pumps that supply the system. The City explored researching a potential water supply and highly treated wastewater disposal project called Purify Usable Resources for the Environment ("PURE") that might assist the City better 43 withstand the risk of droughts, improve the health of the Hillsborough River and comply with new regulations that restrict discharges into Tampa Bay. The City retained an engineering consulting firm to conduct additional analyses relating to PURE and to assist the City with public engagement. In 2023, the City Council voted to end the process. Permitted Effluent Disposal The HFCAWTP is regulated through FDEP, which primarily deals with the quality of discharged effluent, disposal of biosolids, and the nature of waste material in collection facilities. The HFCAWTP was issued its National Pollutant Discharge Elimination System ("NPDES") permit (FL0020940-024) on March 9, 2021, and it will expire on March 8, 2026. The City has consistently met its permitted effluent limitations. The current NPDES permit allows the HFCAWTP to discharge as much as 96 MGD on an annual average basis to Hillsborough Bay. The permit also limits the total nitrogen concentration to 3.0 mg/L on an annual average basis. In addition, the permit limits the total quantity of nitrogen discharged to Hillsborough Bay to 213.2 tons per year on a five-year average basis and 319.8 tons per year as an annual total, which is part of the TMDL for nitrogen established for Hillsborough Bay. The current total effluent nitrogen concentration is 2.43 mg/L as an annual average and the annual average plant flow (Fiscal Year 2023) is 57.49 MGD. An average of 3.85 MGD is reused at R-001 and 0.41 MGD is reused at R-002. This leaves 53.23 MGD as the current annual average flow that is discharged to Hillsborough Bay. The annual total Nitrogen Discharge for 2023 was 207.3 tons, this is 64.8% of the allowable discharge of Nitrogen per year. Therefore, there is significant available capacity, with no changes to the effluent management or treatment strategy. In the future, the City could increase the amount of flow going to R-001 as reuse by adding customers within the existing reclaimed water system or by expansion of that system. Wastewater Collection The wastewater collection system includes approximately 1,252 miles of gravity lines, 281 miles of force mains, 29,292 manholes, 229 pump stations, and 6,654 valves and cleanouts. These totals are for active infrastructure elements owned by the City based on publicly available geospatial data. The larger pump stations have on-site backup power supply and odor control systems, and the City owns several portable generators in case of power failure at smaller pump stations. Additionally, all pump stations are equipped with remote terminal units and monitored through the Supervisory Control and Data Acquisition ("SCADA") system. The 1,252 miles of gravity lines range in diameter from 2 to 72 inches and are mostly made of PVC and vitrified clay. The 281 miles of force mains range in diameter from 0.75 to 96 inches and are mostly made of cast iron, ductile iron, and PVC. The City’s PIPES program aims to proactively replace and rehabilitate aging piping that often results in line breaks. Numeric Nutrient Criteria FDEP established "Numeric Nutrient Criteria" ("NNC") for waterbodies in the State of Florida in 2012. The final version of the NNC recognizes that site specific interpretations for nutrients that are formally established by rule or final order by the Department, such as a Reasonable Assurance Demonstration, are the primary numeric interpretation for those discharges. The City of Tampa has an existing Reasonable Assurance Demonstration that is formally established in a Final Order. This Final 44 Order establishes the permit limits for Total Nitrogen load for the discharge to Hillsborough Bay as noted above. Consent Order The City was party to a negotiated short form consent order (FDEP Office of General Counsel file #22-2071) on February 9, 2023, with regards to 14 unauthorized discharges of approximately 24,388 gallons of untreated wastewater impacting surface waters, three discharges of approximately 67,710 gallons of public access to quality water, 13 discharges of approximately 30,999 gallons of untreated wastewater not impacting surface waters, and 15 discharges of 14,220 gallons of untreated wastewater to the ground over the period from September 2021 through September 2022. Under the terms of the consent order, the City was subject to either a penalty of $89,878.38 or an in-kind project for environmental enhancement, environmental restoration, or capital/facility improvements with an equivalent cost of at least $134,817.57. The City responded with an in-kind project proposal sent on March 6, 2023, and approved by the FDEP on April 10, 2023. The in-kind project is underway. FDEP Issues On June 12, 2024, FDEP conducted an office file review of the Discharge Monitoring Reports ("DMRs") for the HFCAWTP on May 31, 2024. The DMRs submitted from February 2022 through April 2024 indicate effluent and groundwater quality permit limit exceedances. These exceedances are in possible violations of chapter 403, Florida Statutes, and Chapters 62-302, 62-520, and 62-610, Florida Administrative Code (F.A.C.). Violations of Florida Statutes or administrative rules may result in liability for damages and restoration, and the judicial imposition of civil penalties, pursuant to Chapter 403, Florida Statutes and Chapter 62-600, Florida Administrative Code, which has not been determined at this time. The City received a Warning Letter (WL24-171DW29SWD) from FDEP on September 4, 2024 for unpermitted sanitary sewer overflows totaling approximately 343,865 gallons on August 5, 2024 associated with Hurricane Debby. FDEP will be initiating formal enforcement proceedings following investigation and resolution. In addition to the risk of physical damage to the System and potential operational interruptions, significant rainfall associated with hurricanes or other weather-related events may put increased pressure on the System, resulting in, for example, unpermitted sanitary sewer overflows as occurred in Hurricane Debby. See "INVESTMENT CONSIDERATIONS – Hurricanes" herein for more information. Interlocal Agreements In 1962, the City entered an interlocal agreement to provide the City of Temple Terrace with wastewater service. This agreement has been amended several times, and it was last amended in 2021 to allow for an increased peak flow from one of the City of Temple Terrace’s master pump stations, which was recently reconstructed and for the following purposes: • Defining the terms and responsibilities by which the City will accept wastewater flows from the City of Temple Terrace. • The City is to "implement and enforce a pretreatment program to control discharges from all industrial users" in accordance with the EPA and FDEP. 45 • The City is to update wastewater ordinances and their Wastewater Department Technical Manual of Standards for Industrial and Special Users in accordance with FDEP. • Obligating both parties to ensure compliance with the Clean Water Act (CWA). This agreement is valid until 2032; however, the City of Temple Terrace is entitled to cancel the agreement under the terms as outlined in the agreement. The City of Temple Terrace must make monthly payments to the City for wastewater service. Under the City-County Interlocal Agreement described above, the City and Hillsborough County were required to comply with orders from the Florida Legislature "to make the most efficient use of their powers by enabling them to cooperate with each other … to provide services and facilities for...wastewater systems …to the county and the city." It was established for the purposes of: • Complying with Florida statutory law. • Delineating geographic boundaries outside City limits but within Hillsborough County for which the wastewater department would provide wastewater services. • Defining the rates and charges to be paid by Hillsborough County to the City for providing these services. • Requiring Hillsborough County and the City to share easements and rights-of-way. Additional interlocal agreements between Hillsborough County and the City as they pertain to wastewater services are outlined as follows: 1. In 1993, the City agreed to provide wastewater services to a private utility franchised by Hillsborough County called Southern States Utilities, Inc. 2. In 1994, the City agreed to provide wastewater services to the Hillsborough County Aviation Authority, which governs Tampa International Airport, for the Vandenburg Airport. [Remainder of page intentionally left blank] 46 Ten Largest Customers Ten Largest Customers of the Wastewater System Customers Annual Discharge (ccf) Metered Sales Revenue City of Temple Terrace 1,196,510 $5,396,260 Hillsborough County(1) 339,244 2,245,795 University of South Florida 355,626 1,884,818 Seminole Hard Rock Hotel & Casino Tampa 255,156 1,161,042 Hillsborough County Utilities(2) 156,366 1,035,143 Hillsborough County Aviation Authority 316,558 838,879 James A. Haley Veterans' Hospital 230,786 763,902 SeaWorld Parks & Entertainment LLC 120,789 622,247 Cott Beverages 104,861 555,763 Pepsi Cola Bottling Company 101,475 537,818 (1) Interconnects at US 301 and previous Southern States Utilities (2) Interconnects at Pebble Creek and previous Allied Utilities Source: City of Tampa, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023. Management and Staffing The Wastewater Department is one of three City departments which report to the City's Deputy Administrator of Infrastructure, who reports to the Administrator of Infrastructure and Mobility. The other departments reporting to the Deputy Administrator of Infrastructure are Contract Administration, and Water. The Wastewater Department is divided into four divisions: Collection, Treatment, Administration and Engineering with overall administration and coordination performed by the Department Director, Eric A. Weiss. Eric A. Weiss, P.E., is the Wastewater Department’s Director and has more than 28 years of experience as a professional engineer. From 2005 to 2007, he served as the Deputy Director of the City's Contract Administration Department where he planned and directed project management activities for large design and construction projects. Prior to 2007, he spent 16 years in the City's Wastewater Department where he ultimately advanced to the position of Project Manager. As Project Manager, he was responsible for the bidding, award and construction of all wastewater and stormwater capital improvement projects. He has managed more than 200 construction projects with a total value of $110 million. He is a licensed Professional Engineer and has received his Bachelor’s Degree in Civil Engineering from the University of Florida. Erik J. Garwell, Ph.D., is Manager of the City's wastewater treatment plant and wastewater pumping stations, managing a diverse team of over 150 professionals who operate and maintain both the City's 96 million gallons per day wastewater treatment plant, and the City's 229 wastewater pumping stations. He has over 28 years of professional experience in the environmental engineering field. He has a bachelor’s degree in civil engineering from Florida State University, a Master of Science degree in Civil Engineering from the University of South Florida, and a Doctor of Philosophy in Environmental Engineering from the University of South Florida. He has been with the Department since 2007 as an 47 Engineer, Continuous Improvement/Program Manager, Wastewater Collection System Manager, Planning Division Supervisor, and finally as the Wastewater Treatment Plant Manager. Eddy Drovie is the Collection System Manager, managing a diverse team of over 130 skilled technicians responsible for maintenance and construction, utility services, and engineering support for over 1,500 miles of infrastructure (gravity lines and force mains). He has been in the Wastewater Department for 28 years with experience in both Treatment and Collection divisions. He has a Bachelor’s Degree in Business Management from the University of South Florida and holds a Wastewater Collection "A" license. Charles D. Lynch, P.E., is the Chief Engineer for the Wastewater Department and manages a team of 38 engineers, technicians and drafting staff. This team is responsible for planning and managing the capital improvement projects needed to maintain the City of Tampa wastewater collection system. He has a Bachelor’s Degree in Civil Engineering from the University of South Florida and is a professional engineer registered in the State of Florida. He has been with the Department since 1990 as an Engineer, Planning Section Head, and Chief Engineer. Other Matters The City and the County are currently evaluating the transfer of service under an interlocal agreement that would potentially impact approximately 2,500 water and 1,500 wastewater customers. Most of those customers are currently served by the City's Water Department and Wastewater Department, which reside in unincorporated portions of the County. The City cannot predict at this time whether such agreement will be reached with the County and if so, the timing of such agreement. However, the City does not expect such transfer, if it occurs, will have a material impact on the City's ability to pay debt service on the 2024 Bonds. See "SECURITY FOR THE BONDS —No Mortgage or Sale of the System" herein and APPENDIX C attached hereto for more information regarding the bond covenants relating to the City's disposition of assets of the System. RATES, FEES AND OTHER CHARGES FOR SERVICE Water and Wastewater Rates The rates for water and wastewater service are set by the City Council; the establishment of rates is not under the jurisdiction of the Florida Public Service Commission ("FPSC"). The existing rates for the System were established by Resolution Nos. 2019-694 and 2019-695, respectively, approved by the City Council on September 5, 2019. The rates charged to the City's customers for water service include: 1) a volumetric or flow charge that is based on metered water consumption where the flow charge increases at certain intervals (blocks); and 2) a base charge based on the customer's meter size or number of residential units. For the Wastewater System, all customers are charged a base charge and residential customers pay a usage charge based on metered water consumption limited by a sewer maximum amount (a sewer cap) which is based on each customer’s historic usage. Non-residential customers pay a wastewater usage charge based on one hundred percent (100%) of metered water usage. The City bills in units equal to one hundred (100) cubic feet of water ("CCF") which is equivalent to 748 gallons of water. Beginning with the adoption of Resolution Nos. 2019-694 and 2019-695, the City established a monthly base charge for water and wastewater service. The adopted monthly base charges that were 48 effective on and after October 1, 2023, equal $6.00 per month per equivalent residential unit ("ERU") or metered connection for each utility service or $12.00 a month for a typical single-family residential customer with water and wastewater service. The monthly base charges for water and wastewater service as adopted, will increase by $1.00 per ERU per Fiscal Year through October 1, 2033, when the adopted monthly base charges shall equal $16.00 per ERU for each utility service, or $32.00 per combined water and wastewater services. The monthly base charge is also applicable to any separately metered irrigation service. [Remainder of page intentionally left blank] 49 Existing Monthly Water and Wastewater Base Charges Water - Monthly Base Charge (effective October 1, 2023) Inside City Outside City Residential Per Account $6.00 $7.50 Apartment Per Unit 4.50 5.62 Master-Metered Single-Family Sub-Division Per Residence 6.00 7.50 Master-Metered Mixed-Use Per Equivalent Meter Unit 6.00 7.50 All Other Classes Meter Sizes: 5/8" Meter 6.00 7.50 1" Meter 15.00 18.75 1.5" Meter 30.00 37.50 2" Meter 48.00 60.00 3" Meter 90.00 112.50 4" Meter 150.00 187.50 6" Meter 300.00 375.00 8" Meter 480.00 600.00 10" Meter 690.00 862.50 12" Meter 1,290.00 1,612.50 Irrigation Water: Residential Per Account 6.00 7.50 All Other Classes Meter Sizes: 5/8" Meter 6.00 7.50 1" Meter 15.00 18.75 1.5" Meter 30.00 37.50 2" Meter 48.00 60.00 3" Meter 90.00 112.50 4" Meter 150.00 187.50 6" Meter 300.00 375.00 8" Meter 480.00 600.00 10" Meter 690.00 862.50 12" Meter 1,290.00 1,612.50 50 Wastewater - Monthly Base Charge (effective October 1, 2023) Inside City Outside City Residential Per Account $6.00 $7.50 Apartment Per Unit 4.50 5.62 Master-Metered Single-Family Sub-Division Per Residence 6.00 7.50 Master-Metered Mixed-Use Per Equivalent Meter Unit 6.00 7.50 All Other Classes Meter Sizes: 5/8" Meter 6.00 7.50 1" Meter 15.00 18.75 1.5" Meter 30.00 37.50 2" Meter 48.00 60.00 3" Meter 90.00 112.50 4" Meter 150.00 187.50 6" Meter 300.00 375.00 8" Meter 480.00 600.00 10" Meter 690.00 862.50 12" Meter 1,290.00 1,612.50 [Remainder of page intentionally left blank] 51 The following is a summary of the currently adopted water and wastewater consumption rates of the City: Existing Monthly Water and Wastewater Consumption Rates Water Rates – Consumption Charge(1) Effective October 1, 2023 Tier Inside City(2) Outside City(2) Residential Customer Class Consumption First 5 ccf per month, per ccf 0 $3.02 $3.77 Next 8 ccf per month, per ccf 1 3.52 4.40 Next 13 ccf per month, per ccf 2 5.92 7.40 Next 20 ccf per month, per ccf 3 7.88 9.85 In excess of 46 ccf per month, per ccf 4 9.10 11.37 Apartment Customer Class Consumption First 2 ccf per month, per ccf, per unit 0 3.02 3.77 Next 4 ccf per month, per ccf, per unit 1 3.52 4.40 Next 6 ccf per month, per ccf, per unit 2 5.92 7.40 Next 9 ccf per month, per ccf, per unit 3 7.88 9.85 In excess of 21 ccf per month, per ccf, per unit 4 9.10 11.37 Master-Metered Single-Family Sub-Division Consumption First 5 ccf per month, per ccf, per residence 0 3.02 3.77 Next 8 ccf per month, per ccf, per residence 1 3.52 4.40 Next 13 ccf per month, per ccf, per residence 2 5.92 7.40 Next 20 ccf per month, per ccf, per residence 3 7.88 9.85 In excess of 46 ccf per month, per ccf, per residence 4 9.10 11.37 Master Metered Mixed Use Consumption To Be Calculated 0 3.02 3.77 To Be Calculated 1 3.52 4.40 To Be Calculated 2 5.92 7.40 To Be Calculated 3 7.88 9.85 To Be Calculated 4 9.10 11.37 52 Water Rates – Consumption Charge (Continued) All Other Customer Classes Tier Inside City(2) Outside City(2) Charge for monthly consumption up to the threshold amount, per ccf 1 $3.52 $4.40 Charge for monthly consumption from the threshold up to twice the threshold amount, per ccf 2 5.92 7.40 Charge for monthly consumption from twice the threshold up to three and one-half times the threshold amount, per ccf 3 7.88 9.85 Charge for monthly consumption over three and one- half times the threshold amount, per ccf 4 9.10 11.37 Wastewater Rates - Disposal Charge(1) Disposal Charge, per ccf 5.46 6.82 (1) The City’s billing unit for water and wastewater is equal to one hundred percent CCF which is equivalent to 748 gallons of water. (2) The City’s water consumption rates are pursuant to Resolution No. 2019-694 and the City’s wastewater disposal rate is pursuant to Resolution No. 2019-695. Source: City of Tampa. [Remainder of page intentionally left blank] 53 For all other customer classes, the threshold consumption levels are as follows: Customer Class Threshold Consumption (CCF) Air Force Base 80,000 Amusement Theme Park 28,000 Amusement Water Park 9,600 Brewery 29(a) Commercial, Small 50 Commercial, Medium 280 Commercial, Large 2,500 Hospital 20(b) Industrial, Small 26 Industrial, Medium 300 Industrial, Large 6,040 Inn 12(c) Office Building 6(d) Water Franchise 0(e) Master Metered Mixed-Use Development calculated(f) (a) Consumption per 100 barrels of product produced. (b) Consumption per bed. (c) Consumption per rental room or suite. (d) Consumption per 1,000 square feet net office space. (e) Threshold consumption is the sum of the franchise's individual customer's threshold consumption listed in this section minus all water produced for the use of the franchise obtained from sources other than the Tampa water system. (f) Threshold consumption is calculated on the sum of the threshold consumption listed in this section for the development units served by the master meter. Source: City of Tampa, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023. [Remainder of page intentionally left blank] 54 Reclaimed Water Fees The City makes reclaimed water available to residents and businesses in parts of the south Tampa area for irrigation and industrial purposes. The current usage rate is $1.20 per hundred CCF pursuant to Resolution No. 2007-752, which was adopted by the City Council on August 9, 2007, and became effective on the first billing cycle in October 2007. In addition to the usage rate, customers pay an application fee and meter installation fee at the initiation of reclaimed water service. The current fees are shown in the table below: Existing Reclaimed Water Fees(1) Meter Size Application Fee Meter Installation 5/8"x 3/4", 3/4" $15 $375 1" 15 445 1-1/2" 70 695 2" 70 890 (1) As provided in Resolution No. 2004-602. Source: Financial Feasibility Report attached as APPENDIX E hereto Water Meter Installation and Connection Charges The City has adopted a fee schedule for water meter installation and water connection services in order to recover the cost of physically connecting water customers to the System’s potable water utility facilities and to recover distribution system costs. The fees are based on the customer's peak flow rate or meter size to recognize differences in the cost of materials such as meters, or the amount of time generally spent on the installation of the service and capacity of the distribution system. In addition to meter connection and installation charges, the City also charges an application fee. These fees are considered to be other operating revenues and are not considered Water Connection Fees for purposes of the Bond Resolution. The current charges are shown in the table below: Water Application and Meter Installation Charges(2) Meter Size Peak Flow Rate (gpm) Application Fee Meter Installation 5/8"x 3/4", 3/4" 0 – 20 $50 $665 1" 21 – 50 50 715 1-1/2" 51 – 100 70 990 1" 101 – 160 70 1,035 (2) As provided in Resolution No. 2005-1165. Source: Financial Feasibility Report attached as APPENDIX E hereto. 55 Water Meter Connection Charges(1) Meter Specifications Buildings Existing Prior to 10/1/97 New Construction Size Flow Rate (gpm) Inside City Outside City Inside City Outside City 3/4" 0 – 20 $2,800 $2,800 $2,800 $3,500 1" 21 – 50 7,000 7,000 7,000 8,750 1-1/2" 51 – 75 10,500 10,500 10,500 13,125 1-1/2" 76 – 100 14,000 14,000 14,000 17,500 2" 101 – 125 17,500 17,500 17,500 21,000 2" 126 – 150 21,000 21,000 21,000 26,250 2" or 3" 151 – 200 28,000 28,000 28,000 35,000 3" 201 – 300 42,000 42,000 42,000 52,500 1" or 4" 301 – 500 70,000 70,000 70,000 87,500 1" 501 – 750 105,000 105,000 105,000 131,250 4" 751 – 1000 140,000 140,000 140,000 175,000 6" 1001 – 1500 210,000 210,000 210,000 262,500 6" or 8" 1501 – 3000 420,000 420,000 420,000 525,000 (1) As provided in Resolution No. 2005-1165. Source: City of Tampa, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023. As shown above, the City has adopted a fee schedule for water meter installation and meter connection services in order to recover the cost of physically connecting water customers to the System’s potable water utility facilities and to recover distribution system costs. In addition to water meter installation and connection charges, the City also charges an application fee. These fees are considered to be Gross Revenues and are not considered Water Connection Fees for purposes of the Bond Resolution. Water and Wastewater Service Deposits The current schedule of initial customer deposits for water and wastewater service is pursuant to Resolution No. 2005-863 adopted by the City Council July 21, 2005, and is shown in the table below: Customer Deposits for Water and Wastewater Service Meter Size Metered Service Water Wastewater 5/8" $45.00 $45.00 1" 60.00 60.00 1-1/2" 105.00 105.00 2" 150.00 150.00 3" 300.00 300.00 4" 450.00 450.00 6" 900.00 900.00 8" 1,500.00 1,500.00 56 Unit Count Unmetered Sanitary Sewer Service Per Number of Units 1 $45.00 2 – 10 60.00 11 – 100 105.00 101 – 200 150.00 201 – 400 300.00 401 – 600 450.00 601 – 800 600.00 Over 800 900.00 Other: Service Stations $60.00 Laundromats 70.00 Warehouses 60.00 Source: Resolution No. 2005-863 adopted by the City Council July 21, 2005. Water Connection Fees On October 15, 2020, City Council adopted Ordinance 2020-104 approving a Water Connection Fee (i.e. impact fee) for customers wanting to connect to the Water System that was implemented over a three year period through March 1, 2023. The City charges all new developments a Water Connection Fee to recover the allocable capital cost of the water capacity assigned to such new customer/property. Generally, under Florida law, the use of Water Connection Fees is limited to: 1) payment for System expansion-related facilities; or 2) payment of debt service for obligations issued to finance or refinance the acquisition or construction of System expansion facilities. Water connection fees are based on the number of equivalent residential units ("ERU’s") and are reviewed every five years and updated, if determined necessary. The schedule of Water Connection Fee per one ERU is listed below: Effective March 1, 2023 Non-CIAC Areas, per ERU $1,713.00 CIAC Areas, per ERU 1,020.00 Affordable Housing 0.00 Source: Ordinance 2020-104. The Financial Feasibility Report attached hereto as APPENDIX E includes revenues associated with adopted new Water Connections Fees in the analysis. It is not expected that Water Connection Fees will be used to pay debt service on the 2024 Bonds. See "PROJECTED OPERATING RESULTS" herein. Additionally, the City has adopted a fee schedule for water meter installation and meter connection services in order to recover the cost of physically connecting water customers to the System’s potable water utility facilities and to recover distribution system costs. In addition to water meter connection charges and water meter installation charges, the City also charges an application fee. These 57 fees are considered to be Gross Revenues and are not considered Water Connection Fees for purposes of the Bond Resolution. Wastewater Connection Fees Customers wanting to connect to the Wastewater System pay a Wastewater Connection Fee (i.e. wastewater impact fee) pursuant to the City of Tampa Municipal Code. Prior to March 1, 2021, this fee was based on the size and number of water meters providing potable water service to pay for capital improvements associated with sewer treatment capacity and large transmission pipelines. On October 15, 2020, City Council adopted Ordinance 2020-104 approving a single rate city-wide (no districts) of $1,237.00 per ERU, effective March 1, 2021. The City charges all new developments a Wastewater Connection Fee to recover the allocable capital cost of the wastewater capacity assigned to such new customer/property. Generally, under Florida law, the use of Wastewater Connection Fees is limited to: 1) payment for System expansion-related facilities; or 2) payment of debt service for obligations issued to finance or refinance the acquisition or construction of System expansion facilities. The City has identified expansion related projects for which a portion of the Wastewater Connection Fees collected are considered as being legally available to pay for the related debt service on the Bonds. Effective March 1, 2021 City-wide, per ERU $1,237.00 Affordable Housing $0.00 Source: Ordinance 2020-104. The Financial Feasibility Report attached hereto as APPENDIX E includes revenues associated with the adopted Wastewater Connections Fees in the analysis. It is not expected that Wastewater Connection Fees will be used to pay debt service on the 2024 Bonds. See "PROJECTED OPERATING RESULTS" herein. [Remainder of page intentionally left blank] 58 Miscellaneous Service Charges In addition to charging user fees for monthly water and wastewater service, the City also charges fees for certain specifically requested miscellaneous services or needs. The revenues from miscellaneous charges reduce the level of expenditures funded from user fees. Generally, these fees are based on the specific cost of the services requested. The City's current miscellaneous service charges are as follows: Miscellaneous Fees and Charges Fire Protection Charges(1) Fire Flow Rate (gpm) Application Fee Connection Fee Annual Service Fee 0 – 50 $70.00 $3,950.00 $10.00 51 – 100 70.00 5,140.00 10.00 101 – 150 70.00 5,990.00 10.00 151 – 300 70.00 7,780.00 30.00 301 – 500 70.00 9,343.00 90.00 501 – 750 70.00 10,994.00 90.00 751 – 1000 70.00 12,255.00 90.00 1001 – 1500 70.00 14,280.00 200.00 1501 – 2000 70.00 18,550.00 200.00 2001-3000 70.00 18,550.00 10"=300 2001-3000 70.00 18,550.00 12"=500 3001 – 4500 70.00 21,616.00 500.00 Meter Charge Fee Amount 5/8" x 3/4", 3/4" $115.00 1" 155.00 1-1/2" 310.00 2" 360.00 [Remainder of page intentionally left blank] 59 Service Fees(2) Fee Amount Day turn-on (at curb lock) $30.00 Account start-up fee 30.00 Removal of curb lock 40.00 Broken curb lock 45.00 Delinquent account collection charge 25.00 Delinquent account collection charge if cut off 45.00 Emergency turn-on/off at owner's request 40.00 Bad check handling charge (based on amount of check $50.00 or less $25.00 $50.01 to $300.00 30.00 $300.01 to $800.00 40.00 $800.01 and above 5.0% of check amount Fire Hydrants Rental (annual rate) Inside City $40.00 Outside City 60.00 Meter Testing (by meter size) 5/8" x 3/4", 3/4", 1", 1-1/2" and 2" $45.00 3" and 4" 95.00 6" and larger 150.00 Installation of temporary 2" service line on hydrant 60.00 Deposit for temporary 2" service line on hydrant 700.00 Move a temporary 2" line from one location to another 60.00 Daily rental of a temporary 2" line installed on hydrant 2.00 Water rate at a bulk watering station per tank truck: 1 gallon to 2,000 gallons $3.00 2,001 gallons to 5,000 gallons 5.00 5,001 gallons to 10,000 gallons 10.00 (1) As provided in Resolution No. 2005-1165. (2) Service fees pursuant to Resolution No. 2010-896, Resolution No. 2005-1165, and Resolution No. 863. Source: City of Tampa, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2023. [Remainder of page intentionally left blank] 60 Rate Comparisons The monthly bills for the various Florida utilities used for the comparison are exclusive of local taxes. Additionally, for municipally owned utility systems, such utilities may apply, to customers located outside the corporate limits of such municipality, a surcharge of up to 25% when compared to the rates for service to customers located within the corporate limits as allowed pursuant to Section 180.191, Florida Statutes. The 5/8 x 3/4 inch meter or smaller comparison was prepared since this represents the majority of the System's water and wastewater residential customers and the majority of the customers for the other utilities reflected in the comparisons. The City's rates for the average customer are lower than the current rates charged by other neighboring utilities for the same level of water and wastewater. A comparison of water and wastewater rates at the monthly consumption level of 6,000 gallons (the average usage of a City single-family residential user is 8 CCF or approximately 6,000 gallons) between the City and the utilities surveyed is shown as follows: Comparison of Monthly Water and Wastewater Service Single Metered Residential Service for a 5/8" or 3/4" Meter at 6,000 Gallons(1) City of Tampa Water Wastewater Total Existing Rates(2) $31.74 $33.30 $65.04 Adopted– Fiscal Year 2025 35.56 35.10 70.66 Adopted – Fiscal Year 2026 38.26 36.95 75.21 Adopted– Fiscal Year 2027 39.58 38.80 78.38 Adopted – Fiscal Year 2028 40.90 40.70 81.60 Adopted – Fiscal Year 2029 42.22 42.60 84.82 Florida Counties: Hillsborough County $42.91 $55.45 $98.36 Manatee County 28.76 65.71 94.47 Miami-Dade County 23.37 45.23 68.60 Pasco County 24.08 62.07 86.15 Pinellas County 36.73 54.98 91.70 Polk County 26.09 75.02 101.11 Sarasota County 39.34 84.95 124.29 Florida Cities: Clearwater $60.69 $75.42 $136.11 Jacksonville (JEA) 20.40 45.96 66.36 Lakeland 24.78 48.55 73.33 Orlando/OUC 16.00 56.88 72.88 Plant City 22.76 58.66 81.42 St. Petersburg 47.90 82.36 130.26 Tallahassee(3) 25.52 69.56 95.08 Temple Terrace 21.83 72.70 94.53 Survey Average $30.74 $63.57 $94.31 [Footnotes continued on next page] 61 (1) Unless otherwise noted, amounts shown reflect residential rates exclusive of taxes or franchise fees, if any, and reflect rates charged for inside the City service area. All rates are as reported by the respective utility. This comparison is intended to show comparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates and charges offered by each listed utility. (2) Amount based on an assumed sewer maximum of 3,700 gallons per month or approximately 5 CCF gallons. (3) Amounts shown reflect residential rates in effect on or after July 31, 2024. (4) Sewer maximum or cap varies based on actual customer use over a four- (4) month period. An implied cap of approximately 6,000 monthly gallons was used. Source: Financial Feasibility Report attached as APPENDIX E hereto. [Remainder of page intentionally left blank] 62 HISTORICAL COVERAGE OF DEBT SERVICE BY WATER AND WASTEWATER SYSTEMS REVENUES Description Fiscal Year Ending September 30,(1) Gross Revenues: 2019 2020 2021 2022 2023 Water and Wastewater Rate Revenues $229,533,936 $242,949,222 $262,123,408 $295,076,795 $330,141,432 Less Reserve for Stabilization Fund(2) 0 0 (7,000,000) 0 (7,000,000) Other Revenues(3) 6,835,082 4,941,560 5,029,674 4,638,508 15,767,304 Remaining Gross Revenues 236,369,018 247,890,782 260,153,082 299,715,303 338,908,736 Operating Expenses(4): Salaries and Employee Benefits(5) 50,313,860 51,293,559 56,521,153 58,044,299 65,054,864 Supplies and Materials 24,658,940 26,372,836 27,527,659 32,726,030 39,726,792 Contract Services 7,357,462 8,555,622 7,965,135 8,122,863 13,406,482 Other Services and Charges 39,204,536 43,704,137 42,285,047 46,854,661 56,826,656 Total Operating Expenses 121,534,798 129,926,154 134,298,994 145,747,853 175,014,794 Net Revenues Without Connection Fees 114,834,220 117,964,628 125,854,088 153,967,450 163,893,942 Available Water and Wastewater Connection Fees(6) 5,295,966 4,411,258 4,606,567 7,812,826 7,715,318 Net Revenues plus Connection Fees $120,130,186 $122,375,886 $130,460,655 161,780,276 171,609,260 Senior Lien Coverage: Senior Lien Annual Debt Service(7) $17,470,073 19,141,863 27,838,374 31,822,448 42,819,861 Test A(8) Coverage ratio – Calculated(9) 6.88x 6.39x 4.69x 5.08x 4.01x Coverage ratio - Required 1.20x 1.20x 1.20x 1.20x 1.20x Test B(8) Coverage Ratio – Calculated(10) 6.57x 6.16x 4.52x 4.84x 3.83x Coverage Ratio - Required 1.00x 1.00x 1.00x 1.00x 1.00x Subordinate Lien Coverage Net Revenues After Payments of Bonds $102,660,113 $103,324,023 $102,622,281 $129,957,828 $128,789,399 Subordinate Lien Annual Debt Service(11) $2,420,049 $2,420,049 $1,788,839 $1,948,608 $1,948,608 Coverage Ratio – Calculated(12) 42.42x 42.66x 57.37x 66.69x 66.09x Coverage Ratio - Required 1.15x 1.15x 1.15x 1.15x 1.15x Revenues available for Lawful System Purposes $100,240,064 $100,813,974 $100,833,422 $128,009,220 $126,840,791 [Footnotes continued on next page] 63 (1) Amounts prepared based on the Bond Resolution. Numbers may not add up due to rounding. Amounts shown derived from information provided in the Annual Comprehensive Financial Report for each respective Fiscal Year and other financial information provided by the City. (2) The Reserve for Rate Stabilization Fund is presented on a separate line for more clarity. Pursuant to the Bond Resolution, when the City makes transfers to the Rate Stabilization Fund, the amounts are deducted from Gross Revenues. If amounts are used in a subsequent year, the transfers from the Rate Stabilization Fund are then added to Gross Revenues. The total Rate Stabilization Fund amount of approximately $34.0 million as of September 30, 2023 is reflected in the Operating Reserve Fund balance. (3) Other Revenues include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, water meter installation and connection charges and grant funds available for any lawful purpose and not otherwise restricted. Amounts exclude Water and Wastewater Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. (4) Pursuant to the Bond Resolution, Operating Expenses do not include depreciation or amortization expenses, PILOT, PILOFF, unrealized losses on investments, or any other loss that does not result in an expenditure of cash. (5) Amounts prepared based on the Bond Resolution, which were adjusted to account for non-cash pension and other post-employment benefit (OPEB) expenses are shown below. Fiscal Year Ending September 30, 2019 2020 2021 2022 2023 Salaries and Employee Benefits $53,911,900 $60,915,498 $41,434,852 $57,244,014 $69,989,958 Adjustment for Non- cash Pension and OPEB Expenses* (3,598,040) (9,621,939) 15,086,301 800,285 (4,935,094) Salaries and Employee Benefits (Net) $50,313,860 $51,293,559 $56,521,153 $58,044,299 $65,054,864 * Provided by City staff. (6) Pursuant to the Bond Resolution, all Connection Fees are pledged to the repayment of the Bonds. Under Florida law, Connection Fees may only be used to pay debt service on Bonds that financed or refinanced expansion-related capital improvements. If Connection Fees are used to pay debt service on Bonds that were not expansion-related, the City is required to repay the applicable Connection Fees Fund from Net Revenues as provided in the Bond Resolution. The City believes it has not applied any Water and Wastewater Connection Fees above the allowable level. Below are the actual amounts used over the Historical Period. At the end of the Fiscal Year ended September 30, 2023, the City retained approximately $20 million in available Water and Wastewater Connection Fee Fund balance. Fiscal Year Ending September 30, 2019 2020 2021 2022 2023 Actual Wastewater Connection Fees Used to Pay Debt Service* $11,500,000 $3,000,000 $3,000,000 $3,000,000 $3,000,000 * Amounts provided by City staff. As of September 30, 2023, the City retained approximately $20 million in the Water and Wastewater Connection Fee Funds. (7) For the purpose of debt service calculation, pursuant to the Bond Resolution, payments due on October 1 are considered to be due and payable on the immediately preceding September 30 for purposes of the definition of Annual Debt Service. [Footnotes continued on next page] 64 (8) See "SECURITY FOR THE BONDS – Rates" herein. (9) Amounts derived based on Net Revenues and Connection Fees divided by Annual Debt Service. (10) Amounts derived based on Net Revenues without Connection Fees divided by Annual Debt Service. (11) For debt service on Subordinated Indebtedness, the amounts were based on the principal and interest payments becoming due in each Fiscal Year. (12) Debt service on Subordinated Indebtedness includes outstanding FDEP Loans, which require a 1.15 coverage ratio after payment of Bonds. Source: Financial Feasibility Report attached as APPENDIX E hereto. PROJECTED OPERATING RESULTS Projected operating results for the System are presented for the Fiscal Years ending September 30, 2024 through and including 2029 (the "Forecast Period"), and as shown in the table below are taken from information presented in the Financial Feasibility Report attached hereto as APPENDIX E. Such projections were prepared in accordance with the flow of funds prescribed by the Bond Resolution and the assumptions and considerations used in the projections as described below. Projected Operating Results and Debt Service Coverage Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Gross Revenues: Water and Wastewater Rate Revenues at Adopted Rates(1) $351,244,837 $369,787,138 $392,595,106 $406,960,533 $414,682,308 $429,373,355 Other Revenues(2) 15,766,285 8,955,273 7,173,058 6,811,826 7,021,222 7,236,502 Total Gross Revenues $367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856 Operating Expenses: (3) (4) Salaries and Employee Benefits $71,350,094 $76,059,870 $80,358,400 $84,911,300 $89,734,800 $94,845,900 Supplies and Materials 43,391,738 41,125,261 43,881,221 46,637,394 48,761,663 51,877,233 Contract Services 15,188,708 17,229,422 17,467,003 17,771,500 18,083,100 18,402,300 Other Services and Charges 60,039,697 65,488,950 67,913,051 70,383,677 72,933,170 75,644,853 Total Operating Expenses $189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,285 Net Revenues without Connection Fees $177,040,885 $178,838,908 $190,148,490 $194,068,487 $192,190,798 $195,839,571 Connection Fees(5) 2,929,344 3,042,876 3,055,151 3,068,560 3,084,015 3,100,743 Net Revenues plus Connection Fees $179,970,229 $181,881,785 $193,203,641 $197,137,047 $195,274,813 $198,940,314 Senior Lien Coverage Senior Lien Annual Debt Service(6) $43,987,047 $57,203,263 $62,314,069 $70,768,246 $79,908,680 $89,557,162 Test A(7) Coverage Ratio – Calculated(8) 4.09 3.18 3.10 2.79 2.44 2.22 Coverage Ratio – Required 1.20 1.20 1.20 1.20 1.20 1.20 Test B(7) Coverage Ratio – Calculated(9) 4.02 3.13 3.05 2.74 2.41 2.19 Coverage Ratio – Required 1.00 1.00 1.00 1.00 1.00 1.00 Subordinate Lien Coverage Net Revenues After Payments of Bonds $135,983,182 $124,678,522 $130,889,572 $126,368,801 $115,366,133 $109,383,152 Subordinate Lien Annual Debt Service(10) $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 Coverage Ratio – Calculated(11) 69.78 63.98 67.17 64.85 59.20 56.13 Coverage Ratio – Required 1.15 1.15 1.15 1.15 1.15 1.15 Revenues Available for Lawful System Purposes $134,034,574 $122,729,914 $128,940,964 $124,420,193 $113,417,526 $107,434,544 [Footnotes continued on next page] 65 (1) Amounts include additional revenues from the City's adopted water and wastewater rates through Fiscal Year ending September 30, 2029. Amounts reflect a loss of annual revenues beginning in Fiscal Year 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. Amounts include increased annual revenues due to providing temporary bulk wastewater service to Hillsborough County from Fiscal Years 2025 through 2027. For more information about the potential sale of such Palm River Service Area or sales related to providing temporary bulk wastewater service, see Financial Feasibility Report attached as APPENDIX E hereto. (2) Other Revenues include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. The cash investment earnings are decreasing due to an assumed lower earnings rate and based on the projected cash flows for each fund. Amounts exclude Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. (3) Operating Expenses do not include depreciation or amortization expenses, payment-in-lieu-of-taxes (PILOT), payment-in-lieu-of-franchise-fees (PILOFF), losses on sale of assets, or unrealized losses on investments. Projected Fiscal Year Ending September 30, 2024 2025 2026 2027 2028 2029 Water System Cost of Operation and Maintenance Expenses $110,893,509 $116,852,932 $122,262,001 $127,472,719 $132,959,320 $138,737,463 Wastewater System Cost of Operation and Maintenance Expenses 110,552,627 115,731,671 121,454,873 127,370,452 132,388,912 138,941,323 Sub-total Cost of Operation and Maintenance Expenses $221,446,137 $232,584,603 $243,716,874 $254,843,172 $265,348,232 $277,678,785 Less PILOT / PILOFF Payments(a) (31,475,900) (32,681,100) (34,097,200) (35,139,300) (35,835,500) (36,908,500) Total Operating Expenses $189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,285 (a) Amounts reflect the sum of the PILOT and PILOFF payments that are excluded from the definition of Operating Expenses as defined in the Bond Resolution. (4) Based on discussions with City staff, certain adjustments were made to account for future inflation and to recognize additional personnel and operating expenses associated with implementing the City's proposed capital projects. Operating Expenses were projected to increase approximately 4.9% per year on average over the Forecast Period. (5) Pursuant to the Bond Resolution, all Connection Fees are pledged to the repayment of the Bonds. Under Florida Law, Connection Fees may only be used to pay debt service on Bonds that financed or refinanced expansion- related capital improvements under the terms of the Bond Resolution. If Connection Fees are used to pay debt service on Bonds that were not expansion-related, the City is required to repay the applicable Connection Fees Fund from Net Revenues as provided in the Bond Resolution. Based on discussions with City staff, only the amount of projected Wastewater Connection Fees is considered as being available to pay the debt service on the Bonds allocable to Wastewater System expansion. No Water Connection Fees are anticipated to be legally available to pay debt service on the 2024 Bonds. Future wastewater system customer growth was assumed to be approximately 0.5% per year. (6) For the purpose of debt service calculation, pursuant to the Bond Resolution, payments due on October 1 are considered to be due and payable on the immediately preceding September 30 for purposes of the definition of Annual Debt Service. Includes anticipated bond issuances in the Fiscal Years 2024 through and including 2029. See "DEBT SERVICE REQUIREMENTS FOR THE BONDS" herein for debt service on the 2024 Bonds and the Parity Bonds. (7) The rate covenant set forth in the Bond Resolution requires that in each Fiscal Year: A) Net Revenues and Connection Fees must equal at least 120% of the Annual Debt Service of the senior lien Bonds; and B) Net Revenues only must equal at least 100% of the Annual Debt Service of the senior lien Bonds and any other required payments. No other required payments under the Bond Resolution were identified for the Forecast Period ending September 30, 2029. (8) Amounts derived based on Net Revenues with Connection Fees divided by senior lien Annual Debt Service. (9) Amounts derived based on Net Revenues without Connection Fees divided by senior lien Annual Debt Service. (10) For subordinate lien Debt Service, the amounts were based on the principal and interest payments becoming due in each Fiscal Year. (11) Subordinate lien annual debt service includes projected outstanding FDEP Loans, which require a 1.15 coverage ratio after payment of senior lien Bonds. Source: Financial Feasibility Report attached as APPENDIX E hereto. 66 CAPITAL IMPROVEMENT PROGRAM The City has planned improvements and expansions to the System to meet current service area needs. The City has identified approximately $1.11 billion in Water System capital expenditures for the Forecast Period ending September 30, 2029. The City has identified approximately $721.7 million in Wastewater System capital expenditures for the Forecast Period ending September 30, 2029. Based on an analysis of funds available to the City, the funding sources for the CIP were assumed to be funded using a combination of existing operating and construction fund reserves, proceeds of proposed future Additional Bonds, including the 2024 Bonds, and future net cash flow after payment of Bonds and Subordinated Indebtedness as well as other reserves and revenues specified by the City. The projected Net Revenues available for capital expenditures are based on existing water and wastewater rates. The following tabulation summarizes the planned funding sources over the Forecast Period: [Remainder of page intentionally left blank] 67 Summary of Projected Funding Sources for Capital Projects Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Total* Capital Funded from Rates (Reserves) $0 $65,000,000 $45,000,000 $0 $0 $0 $110,000,000 Capital Funded from Rates (Current Year Revenues) 12,510,663 87,909,258 91,455,653 75,104,639 60,841,977 55,783,025 383,605,215 Use of Capital Construction Fund Reserves 72,200,000 133,890,626 39,202,294 11,000,000 11,000,000 11,000,000 278,292,920 Proposed – 2024 Bonds 259,828,658 0 0 0 0 0 259,828,658 Future Bonds – Series 2025 0 0 0 0 0 0 0 Future Bonds – Series 2026 0 144,699,461 0 0 0 0 144,699,461 Future Bonds – Series 2027 0 0 145,086,500 0 0 0 145,086,500 Future Bonds – Series 2028 0 0 0 160,153,100 0 0 160,153,100 Future Bonds – Series 2029 0 0 0 0 182,110,389 0 182,110,389 Future Bonds – Series 2030 0 0 0 0 0 168,128,100 168,128,100 Total Water and Wastewater Capital Expenditures $344,539,321 $431,499,345 $320,744,447 $246,257,739 $253,952,366 $234,911,125 $1,831,904,343 * Totals may not add up due to rounding. Source: Financial Feasibility Report attached as APPENDIX E hereto. The following table summarizes the projected year-ending working capital balances by major fund as follows: Summary of Projected Year-Ending Working Capital Balances(1) FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 Projected Working Capital Balances Operating Reserve Fund – Unrestricted(2) $275,577,216 $346,100,406 $300,156,546 $257,902,507 $270,959,201 $286,915,235 $299,527,767 Renewal and Replacement Fund(2) 14,986,000 16,946,000 18,351,000 18,938,000 19,989,000 20,689,000 21,086,000 Water and Wastewater Capital Construction Funds 236,028,833 171,828,833 50,938,207 24,735,913 26,735,913 28,235,913 29,735,913 Water and Wastewater Connection Fee Funds 19,324,013 11,253,357 9,296,234 7,351,384 5,419,944 4,003,959 4,237,446 Total Working Capital Balances* $545,916,063 $564,128,597 $378,741,987 $308,927,804 $323,104,059 $339,844,107 $354,587,126 Total Operating Reserves – Days of Operating Expenses and PILOT / PILOFF 454 600 471 386 388 395 394 Total Days of Operating Reserves – Target 90 90 90 90 90 90 90 * Totals may not add up due to rounding. (1) Amounts reflect projected year-ending working capital balances by fund. (2) Amount of working capital included in the Operating Reserve Fund – Unrestricted was reduced for the minimum, allocated fund balance in the Renewal and Replacement Fund equal to 5% of the previous year's Gross Revenues. Amounts estimated to be on deposit was increased from September 30, 2023 to September 30, 2024 primarily due operating surpluses that are estimated to occur after using existing construction fund reserves and the 2024 Bond proceeds to lower or offset rate-funded capital expenditures for the year. Source: Financial Feasibility Report attached as APPENDIX E hereto. 68 FINDINGS AND CONCLUSIONS OF CONSULTING ENGINEERS AND FEASIBILITY CONSULTANT Consulting Engineer The conclusions of Carollo Engineers, Inc., the Consulting Engineer for the System, set forth in their Consulting Engineers Report included in APPENDIX D hereto, which Report should be read in its entirety, are set forth below: 1. The City should be able to retain and renew current permits for the System so long as operations, maintenance, and permit reporting continue as demonstrated in the past five- year period. 2. To the Consulting Engineer's knowledge, the City is in compliance with all federal and state regulatory requirements relating to the provisions of water and wastewater services, and there are no other outstanding orders requiring corrective actions issued by any regulatory agency relating to any component of the currently owned System aside from what is included in the Consulting Engineer's Report. 3. Based on the water facility capacities, planned facility expansions, and the anticipated water demands in Consulting Engineer’s Report, the City has sufficient water supplies to meet its anticipated service needs through at least 2035. The planned facility expansion projects will increase the permitted capacity from 120.0 MGD to 140.0 MGD and have CIP funds included for Fiscal Years 2024 through 2029. 4. Based on the City’s permitted access to several water supply sources and its ASR system, the City can adeptly manage and respond to seasonal water supply challenges. As a Member Government of Tampa Bay Water, the City can purchase potable water from Tampa Bay Water when its water supply resources have been exhausted and continue to meet its current and future water demands. The City has a diverse portfolio of water supply to serve its water customers now and into the future. 5. Based on available wastewater treatment facility capacities and anticipated wastewater flow projections, the City’s facilities will have sufficient wastewater treatment capacity to treat anticipated flows through at least 2035. 6. Based on above-ground inspections of the City facilities and discussions with City staff, the existing facilities appear to be in overall relatively good condition. The facilities are in comparable condition to facilities of similar age. The water and wastewater facilities require some improvements and projects are underway to address these needs. 7. The System facilities appear adequately operated and maintained, and the City is taking steps to continue prudent utility practice as described throughout the Consulting Engineers Report. Therefore, the City appears to be capable of providing sufficient and reliable water and wastewater service to its customers through the years pertinent to the 2024 Bonds. 8. The City’s CIP projects are necessary and adequate to meet the current regulatory requirements and to provide reliable water and wastewater service to the City’s existing 69 customers, and to provide adequate reserve capacity for the anticipated growth in utility customers, as discussed in the Consulting Engineers Report. Financial Feasibility Consultant The conclusions of Raftelis Financial Consultants, Inc., the Financial Feasibility Consultant for the System, set forth in their Financial Feasibility Report included in APPENDIX E hereto, which such Report should be read in its entirety, are set forth below: 1. The projected growth in System revenues for Fiscal Years 2024 through 2029 is based on the adopted water and wastewater rates for the Forecast Period. See APPENDIX E attached hereto for a detailed explanation of the City’s adopted rates. A 0.5% annual increase in revenue for customer growth was assumed for the Water and Wastewater Systems during the Forecast Period ending September 30, 2029. The projected growth in System customers and applicable usage during the Forecast Period for the System represents reasonable and attainable projections based on discussions with the City and on recent trends in customers served/billed. 2. The projected Operating Expenses reflect the City’s current wage and salary plan and inflationary allowances for other Operating Expenses and as such represent reasonable and attainable projections based on discussions with the City and on recent trends in customers served/billed. 3. The Gross Revenues for September 30, 2024 through and including 2029 under the City adopted rates and charges for the Forecast Period should be sufficient to pay all projected Operating Expenses of the System, pay the estimated Annual Debt Service on all Bonds (including the 2024 Bonds), pay the Subordinated Indebtedness including the FDEP Loans, make all additional deposits as required by the Bond Resolution, and meet the rate covenant of the Bond Resolution. 4. The projected debt service coverage of the System as presented in the Feasibility Report should be in compliance with the rate covenant contained in the Bond Resolution and with respect to Subordinated Indebtedness including the FDEP Loans. The forecast of projected operating results is considered by Financial Feasibility Consultant as being reasonable and attainable and provides a basis for the City to meet the rate covenant as delineated in the Bond Resolution. A summary of the assumptions and considerations relied upon in the development of the forecast of projected operating results are included in APPENDIX E attached hereto. INVESTMENT CONSIDERATIONS The future financial condition of the System could be affected adversely by, among other things, public health emergencies, legislation, environmental and other regulatory actions, changes in demand for services, economic conditions, demographic changes, hurricanes, droughts and litigation. In particular, some of the possible changes in the future may include, but not be limited to, the following: 1. Legislative Risks. There can be no assurance that legislation or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon, the City's finances or the Pledged Funds. 70 2. Risks Related to Renewal of Permits. There is no assurance that permits for operation of major components of the System will be renewed or can be renewed without the expenditure of moneys from the Renewal and Replacement Fund or the issuance of Additional Bonds or Subordinated Indebtedness. Further, there is no assurance that the requirements for renewal of the permits will remain the same prior to the time that renewal is required; a change in requirements could require additional expenditures for improvements. 3. Environmental Risk. The environmental aspects of the System are regulated by (a) the USEPA; (b) FDEP under Chapter 403, Florida Statutes, and the rules and regulations promulgated by FDEP; (c) the SWFWMD; (d) the United States Army Corps of Engineers; and (e) the Hillsborough County Health Department. FDEP is principal regulator of water and wastewater utilities in Florida. The SWFWMD regulates water withdrawals for potable water providers such as the City. The City is subject to federal and state water treatment and wastewater disposal requirements which, among other things, limit raw water withdrawals, control contaminants in finished water, limit discharges of pollutants into surface and ground waters, regulate the quality of effluent discharged from sewage treatment facilities, and limit the nature of waste materials discharged into the collection facilities. The City is also subject to federal, state and local waste disposal requirements, which control the means of disposal solids generated by sewage treatment plants. There are no assurances that these agencies will not increase their present environmental or other regulatory standards. Environmental requirements in general are becoming more stringent and further or new requirements may substantially increase the cost of water or wastewater service by requiring changes in the design or operation of existing or new facilities. Future changes in policy could result in discontinued operation, reduced capacity of the System, additional operations or capital expenditures, or a reduction in the revenue received by the System. Further, while the City undertakes to operate the System in a professional manner and in compliance with all regulatory requirements, there is no assurance that the System facilities now or in the future will always be maintained in compliance with current or future regulatory requirements. Failure to comply with those requirements could result in enforcement action against those facilities not in compliance which, under Federal and Florida law, can include the imposition of civil and criminal penalties. 4. Weather-Related Events. The State is naturally susceptible to the effects of extreme weather events and natural disasters including floods, droughts, and hurricanes, which could result in negative economic impacts on coastal communities such as the City. Such effects can be exacerbated by changes in the climate. The occurrence of such extreme weather events could damage the local infrastructure that provides essential services to the City. The economic impacts resulting from such extreme weather events could include a loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the City. However, to mitigate against such impacts, the City has implemented the following: • Based on the City's permitted access to several water supply sources and its aquifer storage and recovery system, the City is able to adeptly manage and respond to seasonal water supply challenges. • Established by policy, applicable to the Water, Wastewater and Solid Waste departments, required reserves of at least 90-days of operating expenses. 71 • Purchased a specific insurance policy for the DLTWTF and the HFCAWTP with a per occurrence limit of $150 million and a $60 million sublimit for named windstorms, including storm surge. This policy includes business interruption. • Currently constructing the installation of a permanent standby power generator at the Krause Street Pump Station which will provide continuous operations of the station during a loss of power avoiding sanitary sewer overflows. • Currently constructing the installation of a permanent standby power generator at the Ybor City Pump Station which will provide continuous operations of the station during a loss of power avoiding sanitary sewer overflows. • Currently designing a new permanent standby power generator facility at the DLTWTF which will provide an increased electrical capacity to sustain water treatment during loss of power events. • Additionally, the Mayor has stated strong cities are built on a sustainable and resilient foundation and need to prioritize policies and initiatives that will protect our future, which led to the establishment of the following: (i) Hiring the City's first Sustainability and Resiliency Officer and established a Sustainability and Resilience Advisory team to find ways to build a stronger, greener and more resilient city; (ii) Developed both a Tampa Climate Action and Equity Plan and Resilience Roadmap to make the City more resilient and sustainable; (iii) Tackling Stormwater Management and Sea Level Rise; (iv) Committing to net zero emissions by 2050; (v) City Council passed a non-binding resolution for 100% renewable energy by 2035 and the City administration developed, in June 2023, a renewable municipal energy plan that establishes a goal and a year for transitioning the City’s municipal operations to 100% renewable energy; and (vi) Ensuring Environmental Justice. 5. Hurricanes. Hurricane Ian made landfall in southwest Florida on August 28, 2022, and on August 20, 2023, Hurricane Idalia made landfall near Keaton Beach, Florida. Both hurricanes passed through the State of Florida. In preparation for Ian’s and Idalia’s potential impacts, the City implemented our storm preparation plans which included the activation Emergency Operations Center and the City’s three emergency response centers ("ERC"). The ERCs are comprised of City employees who remain in the ERC during the event in preparation for clearing roadways of storm debris to allow emergency vehicles passage after the storm passes through Tampa. Additionally, the City prepositioned fire and police personnel through the City along with staff of the HFCAWTP and the DLTWTF to maintain each plant’s operations during the event. 72 Hurricane Ian resulted in approximately $11.1 million in costs to the City, primarily storm preparation activation costs, debris cleanup, and minor repairs to City facilities/assets. Hurricane Idalia resulted in minimal damage to the City; however, costs were primarily incurred to prepare for Idalia. On October 6, 2022, Tampa City Council approved a resolution appropriating $6.0 million in funding from the City’s General Fund Emergency Reserves and $1.0 million from Solid Waste Reserves to provide initial funding to fund the City’s storm preparation and for debris removal. The City was able to replenish the $6.0 million used from the General Fund’s Emergency Reserves with Fiscal Year 2022 net revenues. The City is currently coordinating with Federal Emergency Management Agency ("FEMA") and the Florida Department of Emergency Management (FDEM) with the City’s Request for Public Assistance. The City anticipates receiving approximately $10.5 million from FEMA and $0.3 million from the State of Florida. The City’s matching portion will be $0.3 million. On October 5, 2023, Tampa City Council approved a resolution appropriating $5.0 million in funding from the City’s General Fund Emergency Reserves to provide initial funding to fund the City’s storm preparation and for debris removal. The City was able to replenish the $5.0 million used from the Emergency Reserves with Fiscal Year 2023 net revenues. Subsequently, the City has revised the estimated costs from Hurricane Idalia down to $3.2 million. The City is currently coordinating with FEMA and the FDEM with the City’s Request for Public Assistance. The City anticipates receiving approximately $2.4 million from FEMA and $0.4 million from the State of Florida. The City’s matching portion will be $0.4 million. Hurricane Debby made landfall on August 5, 2024, near Steinhatchee, Florida in north Florida as a Category 1 Hurricane. Debby passed to the west of the City delivering heavy rains. Estimated costs to the City are approximately $1.5 million consisting primarily for storm preparation activities, minor damage to several City facilities, and repair of one brick road. The City did not qualify for FEMA public assistance so all costs will be borne by the City’s General Fund’s Emergency Reserves. The City anticipates replenishing these funds from Fiscal Year 2024 General Fund Net Revenues. See "THE SYSTEM – Wastewater System – FDEP Issues" herein for more information. Hurricane Helene made landfall on September 26, 2024 near Perry, Florida, which is approximately 175 miles north northwest of Tampa, as a Category 4 Hurricane. The City has a very proactive emergency management plan and response to natural disasters such as hurricanes. It has also made significant capital investments in the System in recent years which have made City assets including the System more resilient to natural disasters such as hurricanes. For the City, it was primarily a storm surge event, of 5-8 feet, affecting certain low-lying areas within the City. Most of the City was not impacted by storm surge, and damage in the City from rain and wind is not anticipated to be significant. The City and the System generally fared well. The System did turn on standby generators to supplement power during the storm but was back to purchasing 100 percent of its power from Tampa Electric Company the morning after the storm. The City’s water system fared well during and after the storm with no operational disruptions. While the wastewater system largely functioned throughout the storm, as a result of Helene, the City’s wastewater system did experience some-short-term operational issues in areas impacted by storm surge. In particular, six (6) wastewater pump stations along and near the 73 Hillsborough River (out of 229 in the System) were offline for less than one day due to storm surge and electrical issues, and preliminary estimates are that less than 9 MG of untreated wastewater were discharged into the Hillsborough River and Hillsborough Bay from ten (10) overflows. The System pumps approximately 60 MGD of untreated wastewater, so this represented approximately 15 percent of daily pumping. Within 4 days of the event, the City reported such unauthorized spills to FDEP as has been its historical practice. City-wide, there may be some damage to roadways, bridges, seawalls, and other City facilities, as well as debris removal in the near future, mainly in the low-lying areas of the City which were affected by storm surge. Based on past experience, the unpermitted sanitary sewer overflows may result in regulatory action by FDEP in the future. While it is too early to estimate costs associated with the storm, the City has ample reserves in the System to fund any expected storm-related costs relating to the System. The City will seek public assistance from the Federal Emergency Management Agency and the Florida Department of Emergency Management to replenish some or all of its expenses. The City expects to have sufficient resources to meet its storm-related financial obligations even if public assistance is unavailable, and the City does not expect the financial impacts of Hurricane Helene to impact its ability to pay debt service on the Bonds. Hurricane Milton made landfall at approximately 8:30 P.M. on October 9, 2024, near Siesta Key, Florida, which is approximately 47 miles south of Tampa, as a Category 3 Hurricane with sustained winds of 120 miles per hour. The Tampa area experienced widespread power outages and extreme rainfall amounts. The City was not impacted by storm surge. The City and the System fared well. The System did turn on standby generators to supplement power during the storm but was back to purchasing 100 percent of its power from Tampa Electric Company (“TECO”) for the HFCAWTP and the DLTWTF by the morning after the storm. The City’s water system fared well during and after the storm with no unusual operational disruptions. The City of Tampa water is safe for use. The 1.5-MG elevated storage tank at West Tampa used for storing treated water was damaged during the storm and has been taken off-line. In the short-term, the water system nevertheless has adequate storage and water pressure without needing such tank. In the next several months, after evaluating options, the City will either repair such tank or instead replace it with additional high service pumping. While the wastewater system functioned throughout the storm, because of Hurricane Milton, the City’s wastewater system did experience short-term operational issues in areas impacted by power outages and excessive rainfall. As of the date hereof, approximately 80 wastewater pump stations (out of 229 in total) are currently without TECO generated power, and the City is running such pump stations from permanent or portable generators to mitigate overflows. For several hours during the storm, untreated wastewater did overflow from the Primary Tanks, which ceased in the early morning hours after the storm made landfall. The Primary Tanks remove the easily settable solids in the wastewater treatment process. An estimate of the amount of secondary treated wastewater that was discharged into Hillsborough Bay is still being calculated. Within 4 days of the event, the City expects to report such unauthorized spills to FDEP as has been its historical practice. Based on experience, the unpermitted sanitary sewer overflows may result in regulatory action by FDEP in the future. City-wide, there may be some damage to roadways, bridges, seawalls, and other City facilities, as well as debris removal, and there is still a risk to City residents and System customers of river flooding within the City given the extensive upstream rain amounts resulting from the storm. The City does not expect any such potential river flooding to impact the System in a materially adverse manner. While it is too early to estimate costs associated with Hurricanes Milton or Helene, the City has ample reserves in the System to fund any expected storm-related costs relating to the System. The City will seek public assistance from the Federal Emergency Management Agency and the Florida Department of Emergency Management to replenish some or all expenses. The City expects to have sufficient resources to meet its storm-related financial obligations even if public assistance is 74 unavailable, and the City does not expect the financial impacts of Hurricanes Milton and Helene to impact its ability to pay debt service on the Bonds. The duties of the Sustainability and Resilience Officer includes implementing the City’s Resilience Roadmap, developing a Climate Action and Equity Plan, tackling stormwater management and sea level rise, transitioning the City to 100% renewable energy, and ensuring citywide environmental justice for all residents. On December 9, 2020, the Mayor announced the Sustainability and Resiliency Advisory Team to help with implementing the Resilience Roadmap and developing the Climate Action and Equity Plan. The Resilience Roadmap was developed through robust community engagement and with the assistance of international experts from the Resilient Cities Catalyst organization. The official Resilient Tampa Roadmap was released in May 2021 (https://www.tampa.gov/green-tampa/resilience). 6. Cybersecurity. The City, like many other governmental entities, relies on a technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. The City uses a defense in depth methodology to protect its assets. The City monitors and maintains security compliance through a series of Criminal Justice Information Services Division, Payment Card Industry, external and internal audits, with penetration testing by third parties. The City has partnered with Risk Management to establish an insurance policy to address the needs that come with an intrusion event. There can be no assurance that any security and operational control measures implemented by the City will be completely successful to guard against and prevent cyber threats and attacks. The result of any such attack could impact operations and/or digital networks and the costs of remedying any such damage could be significant. Additionally, during the 2022 Florida Legislative session, CS/HB 7055 was passed which requires State agencies and local governments, such as the City, to report all ransomware incidents and high severity level cybersecurity incidents to the Cybersecurity Operations Center ("CSOC") and the Cybercrime Office within the Florida Department of Law Enforcement as soon as possible but no later than 48 hours after discovery of the cybersecurity incident and no later than 12 hours after discovery of a ransomware incident. Local governments must also report to the sheriff. CS/HB 7055 requires state agencies to report low level cybersecurity incidents and provides that local governments may report such incidents. It also requires state agencies and local governments to submit after-action reports to FLDS following a cybersecurity or ransomware incident. CS/HB 7055 requires the CSOC to notify the Legislature of high severity level cybersecurity incidents. State agency and local government employees are required to undergo certain cybersecurity training within 30 days of employment and annually thereafter. Further, local governments are required to adopt cybersecurity standards that safeguard the local government's data, information technology ("IT"), and IT resources. The effective date of CS/HB 7055 was July 1, 2022. 7. Future Public Health Emergency. The outbreak of the highly contagious COVID-19 pandemic in the United States that occurred March 2020 had a negative financial impact on local, state and national economies around the globe, including initially significantly increased unemployment in certain sectors including especially travel, hospitality and restaurants. This led to quarantine, remote work and other "social distancing" measures throughout the United States which resulted in a period of less travel resulting in declines in certain revenue sources. While many of the effects of COVID-19 were temporary, it altered the behavior of businesses and people in a manner resulting in negative impacts on global and local economies, including supply chain issues and rising inflation. 75 This section does not purport to summarize all risks that may be associated with purchasing or owning the 2024 Bonds and prospective purchasers are advised to read this Official Statement in its entirety for a more complete description of investment considerations relating to the 2024 Bonds. INVESTMENT POLICY The City's investment policy applies to all funds held by the City other than pension fund assets and bond related accounts. The investment objective of the City is to invest funds in safe, liquid, minimum risk instruments that will provide the maximum amount of interest earnings. During the March 2019 primary election, voters amended the City's Charter in regards to its investment policy. The charter amendment now allows the City broader authority to invest any funds in any manner allowed by Section 215.47, Florida Statutes (as it may be amended from time to time) with the exception that the City may not invest in mortgage securities which represent participation in, or are collateralized by, mortgage loans secured by real property. The City's investment policy is to promote investments that enable it to meet its day-to-day requirements. Investments will be made in accordance with known/anticipated cash needs and cash flow requirement. The City's current investment policy is available at tampa.gov/budget/info/FY2024-Budget, and may be modified from time to time. LEGAL MATTERS Certain legal matters in connection with the issuance of the 2024 Bonds are subject to an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as "APPENDIX F – Form of Bond Counsel Opinion") will be available at the time of delivery of the 2024 Bonds. The actual legal opinion to be delivered by Bond Counsel may vary from that text if necessary to reflect facts and law on the date of delivery. Such opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or sufficiency of this Official Statement or any other offering material relating to the 2024 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriters of the 2024 Bonds (upon which opinion only the Underwriters may rely) relating to the fairness of the presentation of certain statements which summarize provisions of the Bond Resolution, the 2024 Bonds, and federal tax law, and (2) the compliance with any federal or state law with regard to the sale or distribution of the 2024 Bonds. Certain legal matters will be passed upon by the City Attorney's Office and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the City. Certain legal matters will be passed upon for the Underwriters by Squire Patton Boggs (US) LLP. 76 LITIGATION There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the 2024 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Bond Resolution, or, except as described below, the collection of Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the City Council, or other officers of the City is being contested. At present, the City has pending the following cases: Liberty Hospitality Management, LLC v City of Tampa: In May 2022, City Council denied a rezoning amendment to the Harbour Island DRI for 800 S. Harbour Island Drive, which sought to rezone a property currently used an office to a 145-room hotel. A FLUEDRA Mediation was held in August 2022, but in December 2022, the City Council denied the proposed settlement. Liberty filed a Writ of Certiorari (22-CA-5055) wherein Plaintiff alleged that the City’s decision to deny the rezoning was not based on competent substantial evidence. The court requested additional briefing regarding subject matter jurisdiction. Liberty also filed a separate action (23-CA-1082) also assigned to Circuit Division E that alleged a Bert Harris action in which Liberty claims $6.6 million in damages (difference between purchase price and value of land with the hotel on it). On July 28, 2024, the Circuit Court issued an Order denying the Writ of Cert for lack of Subject Matter Jurisdiction. On August 28, 2024, the City and Liberty, in separate actions, appealed the Court’s decision in 22-CA-5055. The second tier Writ filed by Liberty has been given case number 2D2024-2035. The appeal filed by the City is awaiting the assignment of a case number. The appeal will stay the Bert Harris case. Manhattan Avenue LLC v City of Tampa: In 2023, the United States District Court for the Middle District of Florida dismissed a case against the City of Tampa. Manhattan Avenue LLC ("Manhattan"), a property owner that purchased part of a property that was a former City landfill refiled this case in State Court (23-CA-15073). Manhattan alleges damages against the City for potential contamination to the property. The amount of the damage claim is unknown. The City does not believe that the claim has merit because the site is a legally compliant, closed historic landfill that does not pose a threat to public health and notice of the fact that the property in question had been operated as a landfill by the City was properly recorded in the Public Records of Hillsborough County. The City experiences claims, litigation, and various legal proceedings which, except as otherwise described above, individually are not expected to have a material adverse effect on the operations or financial condition of the City, but may, in the aggregate, have a material impact thereon. Except as described above, in the opinion of the City Attorney, however, the City will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the City. In any event, the City does not expect any potential liability in connection with these matters to impact its ability to pay debt service on the 2024 Bonds. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the City except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant 77 to administrative rulemaking, the FFSC has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the City, and certain additional financial information, unless the City believes in good faith that such information would not be considered material by a reasonable investor. The City is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. The City has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The City does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the 2024 Bonds because the City would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the City would have been pledged or used to pay such securities or the interest thereon. TAX MATTERS Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as APPENDIX F hereto, the interest on the 2024 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions; provided, however, with respect to certain corporations, interest on the 2024 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. Failure by the City to comply subsequent to the issuance of the 2024 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to requirements regarding the use, expenditure and investment of Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the 2024 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The City has covenanted in the Bond Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the 2024 Bonds for purposes of federal income taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the 2024 Bonds, including, among other things, restrictions relating to the use or investment of the proceeds of the 2024 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the 2024 Bonds to the Treasury of the United States of America. Noncompliance with such provisions may result in interest on the 2024 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the 2024 Bonds. Prospective purchasers of 2024 Bonds should be aware that the ownership of 2024 Bonds may result in other collateral federal tax consequences. For example, ownership of the 2024 Bonds may 78 result in collateral tax consequences to various types of corporations relating to (1) denial of interest deduction to purchase or carry such Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the 2024 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the 2024 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE 2024 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR INFORMATION IN THAT REGARD Other Tax Matters Interest on the 2024 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the 2024 Bonds should consult their own tax advisors as to the income tax status of interest on the 2024 Bonds in their particular state or local jurisdictions. The Inflation Reduction Act, H.R. 5376 (the IRA), was passed by both houses of the U.S. Congress and was signed by the President on August 16, 2022. As enacted, the IRA includes a 15 percent alternative minimum tax to be imposed on the "adjusted financial statement income," as defined in the IRA, of certain corporations for tax years beginning after December 31, 2022. Interest on the 2024 Bonds will be included in the "adjusted financial statement income" of such corporations for purposes of computing the corporate alternative minimum tax. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential tax consequences of owning the 2024 Bonds. During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the 2024 Bonds. In some cases, such proposals have contained provisions that altered these federal tax consequences on a retroactive basis. Such alterations of federal tax consequences may have affected the market value of obligations similar to the 2024 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the 2024 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the 2024 Bonds. Original Issue Premium All of the 2024 Bonds (the "Premium Bonds") may be offered and sold to the public at an initial offering price in excess of the principal amount of such Premium Bond, which excess constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of the Premium Bonds which term ends on the earlier of the maturity or call date for each Premium Bond which minimizes the yield on said Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at 79 the initial offering price is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of Premium Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds. RATINGS Moody's Investors Service, Inc. ("Moody's), S&P Global Ratings ("S&P") and Fitch Ratings, Inc. ("Fitch") are expected to assign ratings of "Aaa" (stable outlook), "AAA" (stable outlook) and "AAA" (stable outlook), respectively, to the 2024 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings may have an adverse effect on the market price of the 2024 Bonds. An explanation of the significance of the ratings can be received from the rating agencies at the following addresses: Moody's Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007, S&P Global Ratings, 55 Water Street, New York, New York 10041 and Fitch Ratings, Inc., One State Street Plaza, New York, New York 10004. FINANCIAL ADVISOR The City has retained Ford & Associates Inc., Tampa, Florida, as Financial Advisor in connection with the City's financing plans and with respect to the authorization and issuance of the 2024 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Financial Advisor did not participate in the underwriting of the 2024 Bonds. AUDITED FINANCIAL STATEMENTS The audited financial statements of the City as of September 30, 2023 and for the year then ended, included in the attached "APPENDIX B – Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023," have been audited by MSL CPAs & Advisors independent auditors, as stated in their report appearing therein. The consent of the City's auditor to include in this Official Statement the aforementioned report was not requested, and the Annual Comprehensive Financial Report of the City is provided only as a publicly available document. The City’s auditor was not requested nor did it perform any procedures with respect to or participate in the preparation of this Official Statement or the information presented herein. The 2024 Bonds are payable solely from Pledged Funds as provided in the Bond Resolution. See "SECURITY FOR THE BONDS" herein. The audited financial statements are presented for general information purposes only. 80 ENFORCEABILITY OF REMEDIES The remedies available to the owners of the 2024 Bonds upon an event of default under the Bond Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Bond Resolution and the 2024 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2024 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX C – Form of the Bond Resolution" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE The City has covenanted for the benefit of the 2024 Bondholders to provide certain financial information and operating data relating to the City and the 2024 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The City has agreed to file annual financial information and operating data and the audited financial statements with each entity authorized and approved by the Securities and Exchange Commission (the "SEC") to act as a repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the "Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board ("MSRB"). The City has agreed to file notices of certain enumerated material events, when and if they occur, with the Repository. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX G – Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate will be executed by the City upon the issuance of the 2024 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of the Rule. With respect to the 2024 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. With respect to prior continuing disclosure undertakings, the City failed to timely file certain operating data and financial statements for (i) Fiscal Year 2020 due to delays as a result of COVID-19, and in Fiscal Year 2021 as a result of the implementation of a new financial system, the City failed to file a rating upgrade for November 2019. In addition, the City did not timely file notice of a financial obligation relating to the extension of a line of credit that closed September 28, 2021, or a financial obligation relating to a bank loan that closed on June 11, 2024. All such failures have since been cured. The City has engaged Digital Assurance Certification, L.L.C., as its dissemination agent. The City fully anticipates satisfying all future disclosure obligations required pursuant to the Rule. UNDERWRITING The 2024 Bonds are being purchased by BofA Securities, Inc., on behalf of itself, and Jefferies, LLC, Raymond James & Associates, Inc., Samuel A. Ramirez & Co., Inc., RBC Capital Markets, LLC , and Siebert Williams Shank & Co., LLC (collectively, the "Underwriters") at an aggregate purchase price of $260,652,803.41 (equal to the par amount of the 2024 Bonds of $231,030,000.00 plus an original issue 81 premium of $30,453,011.70 and less an Underwriters' discount of $830,208.29). The Underwriters' obligations are subject to certain conditions precedent, and, it will be obligated to purchase all of the 2024 Bonds if any 2024 Bonds are purchased. The 2024 Bonds may be offered and sold to certain dealers (including dealers depositing such 2024 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. BofA Securities, Inc., an underwriter of the 2024 Bonds, has entered into a distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"). As part of this arrangement, BofA Securities, Inc. may distribute securities to MLPF&S, which may in turn distribute such securities to investors through the financial advisor network of MLPF&S. As part of this arrangement, BofA Securities, Inc. may compensate MLPF&S as a dealer for their selling efforts with respect to the 2024 Bonds. The Underwriters and their affiliates may be full-service financial institutions engaged in various activities, that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriters and their affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriters and their affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the City. The Underwriters and their affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the City. The Underwriters and their affiliates may make a market in credit default swaps with respect to municipal securities in the future. A familial relationship exists between a professional of BofA Securities, Inc. and a professional of Bryant Miller Olive P.A. and both firms are participants in this transaction. Such Bryant Miller Olive P.A. professional did not directly or indirectly participate in the underwriting selection process conducted by the City. EXPERTS AND CONSULTANTS The references herein to Carollo Engineers, Inc., Orlando, Florida, as Consulting Engineers, and Raftelis Financial Consultants, Inc., Maitland, Florida, as Financial Feasibility Consultant, have been approved by said firms. The Consulting Engineers Report of the Consulting Engineers has been included as "APPENDIX D – Consulting Engineers Report" attached to this Official Statement. The Financial Feasibility Report of the Financial Feasibility Consultant has been included as "APPENDIX E – Financial Feasibility Report" attached to this Official Statement. References to and excerpts herein from such Reports do not purport to be an adequate summary of such Reports or complete in all respects. Such Reports are an integral part of this Official Statement and should be read in their entirety for complete information with respect to the subjects discussed therein. CONTINGENT FEES The City has retained Bond Counsel, Disclosure Counsel, Financial Feasibility Consultant and the Financial Advisor with respect to the authorization, sale, execution and delivery of the 2024 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters (which includes the fees of Underwriters' counsel) are contingent upon the issuance of the 2024 Bonds. 82 FORWARD LOOKING STATEMENTS This Official Statement contains certain "forward-looking statements" concerning the City's Water and Wastewater Systems' operations, performance and financial condition, including future economic performance, plans and objectives and the likelihood of success in developing and expanding. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the 2024 Bonds, the security for the payment of the 2024 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Copies of such documents may be obtained from the office of the City Clerk, Shirley Foxx-Knowles, 315 East Kennedy Boulevard, Tampa, Florida 33602, telephone (813) 274-8397. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the 2024 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] 83 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the City. At the time of delivery of the 2024 Bonds, the City will furnish a certificate to the effect that nothing has come to its attention which would lead it to believe that this Official Statement (excluding the information herein regarding DTC and its book-entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the 2024 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which this Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. CITY OF TAMPA, FLORIDA By: /s/ Jane Castor Mayor By: /s/ Dennis R. Rogero, Jr. Chief Financial Officer [THIS PAGE INTENTIONALLY LEFT BLANK] A-1 APPENDIX A INFORMATION REGARDING THE CITY OF TAMPA General The information contained in this appendix was compiled by the City of Tampa, Florida (the "City") from a number of sources including Hillsborough County, Florida (the "County"), the Hillsborough Area Regional Transit Authority ("HART"), the Hillsborough County Tax Collector, the Hillsborough County Property Appraiser and other sources the City believes to be reliable. Nothing contained herein represents a warranty by the City, however, as to the completeness or accuracy of material presented or that there will not occur material developments or circumstances subsequent to the date hereof. Some of the information has been obtained from sources not within the control of the City, nor has the City undertaken to independently verify such information. THE CITY Background The City, initially incorporated in 1855 with a second incorporation in 1887, is the largest city in Hillsborough County, Florida (the "County") is the county seat, and is the third most populous city in the State of Florida (the "State"). It is located on the west coast of Florida, approximately 200 miles northwest of Miami, 180 miles southwest of Jacksonville, and 20 miles northeast of St. Petersburg. The City currently occupies 113 square miles and, in 2023, had an estimated population of approximately 403,364. The City is empowered to levy a property tax on real property located within its boundaries. It is empowered by State statute to extend its corporate limits by annexation, which occurs periodically when deemed appropriate by the City Council. [Remainder of page intentionally left blank] A-2 Population The following table shows the population of the City, the County (of which the City is the County seat) and of the State at the times indicated. Historical Year City County State 1920 51,608 88,257 968,470 1930 101,161 153,519 1,468,211 1940 108,391 180,148 1,897,414 1950 124,681 249,894 2,771,305 1960 274,970 397,788 4,951,560 1970 279,913 490,265 6,791,418 1980 274,340 646,960 9,746,324 1990 280,015 834,054 12,937,926 2000 303,447 998,948 15,982,378 2010 353,840 1,229,226 18,801,310 2014 358,699 1,318,325 19,888,741 2015 369,075 1,349,050 20,244,914 2016 377,165 1,376,238 20,612,439 2017 385,430 1,379,302 20,976,812 2018 392,890 1,436,888 21,299,325 2019 399,700 1,471,968 21,477,737 2020 384,959 1,459,762 21,538,187 2021 387,050 1,490,374 21,898,945 2022 398,173 1,520,529 22,276,132 2023 403,364 1,541,531 22,634,867 Source: Bureau of Economic and Business Research, University of Florida and U.S. Census Bureau and City of Tampa, Florida Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023. City Government The City has operated under a strong mayor-council form of government since 1945. The Mayor is responsible for carrying out the policies and ordinances of the City Council, for overseeing the day-to- day operations of the City, for drafting the budget and submitting it to the City Council for approval, and for nominating department heads for hiring approval by the City Council. Legislative authority is vested in an elected City Council consisting of seven (7) members. The City Council is responsible, among other things, for passing ordinances, adopting the budget, appointing committees, and approving the hiring of department head nominees submitted by the Mayor. The Mayor and all seven (7) City Council members are elected every four (4) years with a term limit of two (2) consecutive terms. The Mayor and three (3) City Council members are elected at large, and four City Council members are elected from single- member districts within the City. However, the three (3) City Council members who are chosen from one of the three at-large districts may choose to run in a single-member district, and the four (4) City Council members who are elected from a single-member district may run in an at-large district. Ordinance No. 2023-3 provides "provided however, no person who has, or but for resignation, would have served as A-3 member of the City Council for a total of four consecutive, full terms shall be elected as a City Council Member of the succeeding term." The Mayor, current members of the City Council and expiration of their current terms of office are: Mayor and City Council Members Date Term Expires Jane Castor, Mayor April 30, 2027 Guido Maniscalco, Chairman April 30, 2027 Alan Clendenin, Chair Pro Tem April 30, 2027 Bill Carlson April 30, 2027 Gwendolyn Henderson April 30, 2027 Amanda Lynn Hurtak April 30, 2027 Charlie Miranda April 30, 2027 Luis E. Viera April 30, 2027 The City provides a full range of services, including police and fire protection; the construction of streets, and other infrastructure; park and recreation facilities, convention accommodations, and parking, water, wastewater and solid waste services. For more information, see "APPENDIX B – Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023" attached to this Official Statement. The annual budget serves as the foundation for the City's financial planning and control. All departments of the City are required to submit requests for appropriation to the Mayor. The Mayor uses these requests as the starting point for developing the proposed budget. The Mayor then presents this proposed budget to the City Council for review prior to August 15. The City Council is required to hold two public hearings on the proposed budget and to adopt a final budget no later than September 30, the close of the City's Fiscal Year. PROPERTY TAXES General Information Ad valorem tax revenues are the product of the assessed valuation of taxable real, personal and other property within the jurisdiction of the taxing unit of government and the tax rate expressed in mills. See "PROPERTY TAX REFORM" herein for information on recent legislation, legislative proposals and constitutional amendments related to property taxes. Ad valorem taxes may not be pledged for the payment of debt obligations of the City maturing more than twelve months from the date of issuance thereof without approval of the electorate of the City. The ad valorem tax revenues of the City are not pledged as security for the payment of the 2024 Bonds. Assessments The Hillsborough County Property Appraiser is responsible for preparing an annual tax assessment roll based on the "just value" of taxable property within the County as of each January 1. Real property improvements are added to the tax roll on the January 1 as of which they are substantially completed. The tax assessment roll is required to be submitted to the Florida Department of Revenue ("FDOR") by July 1 of each year. The FDOR has statutory authority to review and establish A-4 administrative guidelines for the certification of property assessment rolls. Based on those regulations, the FDOR certified the tax assessment roll for the County, based on January 1, 2024 property valuations, at 95% of just value which is equal to, or greater than the 90% required for certification. The Hillsborough County Property Appraiser used the eight factors enumerated in Chapter 193, Florida Statutes, to arrive at a fair market value in determining just value for purposes of the tax roll. The Hillsborough County Property Appraiser is required by law to revalue property within the County annually and to inspect property every three years. Tax Rates Each unit of local government establishes its tax rate (millage) annually. The constitutional limit on City, County and school taxes is ten mills for each unit of government. The limit for special districts is fixed by law, but constitutionally may not exceed ten mills. The limit of Hillsborough Area Regional Transit ("HART") is 0.5 mills. The limits may be exceeded for debt service on bonds approved by the voters in a referendum. The units of local government are statutorily required to establish their tax rates by October 1 of each year. Timing Assessed valuations of property subject to taxation as reflected on a tax roll as of January 1 provide the basis for ad valorem tax revenues in the Fiscal Year beginning on October 1 in the same calendar year (that is, in the next ensuing Fiscal Year). Unless otherwise noted herein, the information presented with respect to property assessments and tax levies is presented for the Fiscal Year in which the tax revenues were or will be received. For example, the revenues for Fiscal Year 2023 reflect tax receipts during the Fiscal Year began October 1, 2022, and ended September 30, 2023, based on property assessments as of January 1, 2022. [Remainder of page intentionally left blank] A-5 CITY OF TAMPA ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY--LAST TEN FISCAL YEARS (In Thousands) Real Property Personal and Other Property Exemptions Total Fiscal Year Tax Roll Year Taxable Value Estimated Actual Value(1) Taxable Value Estimated Actual Value(1) Real Property Personal and Other Property Taxable Value Estimated Actual Value(1) Percent of Total Taxable Value to Total Estimated Actual Value 2014 2013 $20,083,413 $27,447,148 $2,300,056 $3,981,519 $7,363,735 $1,681,463 $22,383,469 $31,428,667 71.2% 2015 2014 21,443,974 28,939,090 2,540,865 4,302,633 7,495,116 1,761,768 23,984,839 33,241,723 72.2 2016 2015 23,498,738 31,311,314 2,514,371 4,268,438 7,812,576 1,754,067 26,013,110 35,579,752 73.1 2017 2016 25,663,788 33,890,822 2,415,644 4,155,939 8,227,034 1,740,295 28,079,433 38,046,762 73.8 2018 2017 28,125,090 36,889,447 2,541,033 4,291,660 8,764,357 1,750,627 30,666,124 41,181,108 74.5 2019 2018 31,122,072 40,493,600 2,716,910 4,481,646 9,371,528 1,764,736 33,838,983 44,975,247 75.2 2020 2019 34,036,825 44,103,685 2,887,851 4,629,851 10,066,860 1,742,000 36,924,677 48,733,537 75.8 2021 2020 37,327,211 48,009,431 2,972,551 4,600,717 10,682,220 1,628,166 40,299,762 52,610,148 76.6 2022 2021 40,688,162 52,030,400 2,992,767 4,640,533 11,342,238 1,647,766 43,680,929 56,670,933 77.1 2023 2022 47,245,189 59,680,268 3,155,618 4,895,893 12,435,079 1,740,275 50,400,807 64,576,161 78.0 (1) In accordance with Florida statutory law, property is assessed at "just value" which should approximate actual value. Source: Hillsborough County Property Appraiser. A-6 CITY OF TAMPA PROPERTY TAX LEVIES AND COLLECTIONS--LAST TEN FISCAL YEARS (In Thousands) Fiscal Year Tax Roll Year Millage(1) Total Tax Levy Current Tax Collections Percent of Levy Collected Delinquent Tax Collections Total Tax Collections Total Collections As Percent of Current Levy Outstanding Delinquent Taxes Outstanding Delinquent Taxes As Percent of Current Levy 2014 2013 5.73 $129,045 $123,715 95.87% $529 $124,244 96.28% $1,683 1.30% 2015 2014 5.73 138,056 132,654 96.09 373 133,027 96.36 509 0.37 2016 2015 5.73 149,922 143,836 95.94 459 144,295 96.25 416 0.28 2017 2016 5.73 161,328 155,162 96.18 270 155,432 96.35 508 0.31 2018 2017 6.21 191,080 183,443 96.00 199 183,642 96.11 564 0.30 2019 2018 6.21 211,011 202,502 95.97 377 202,879 96.15 507 0.24 2020 2019 6.21 230,175 220,793 95.92 217 221,010 96.02 666 0.29 2021 2020 6.21 250,930 241,084 96.08 186 241,270 96.15 699 0.28 2022 2021 6.21 271,749 261,187 96.11 175 261,362 96.18 672 0.25 2023 2022 6.21 314,241 301,465 95.93 241 301,706 96.01 739 0.24 Source: Hillsborough County Property Appraiser. A-7 SUMMARY STATEMENT OF THE PRINCIPAL AMOUNT OF CITY DEBT September 30, 2023 General Obligation Debt Non-Self Supporting Debt Self Supporting Debt Tampa Sports Authority Special Purpose Bonds Guaranteed Parking Revenue Bonds, Series 1995 $2,010,000 Tampa Sports Authority Taxable Special Purpose Bonds Surcharge Loan, Series 1995 675,000 Utilities Tax Revenue Bonds (Federally Taxable Build America Bonds – Direct Payment), Series 2010A 11,610,000 Utilities Tax Revenue Bonds (Federally Taxable Recovery Zone Economic Development Bonds – Direct Payment), Series 2010B 8,045,000 Utilities Tax Refunding Revenue Bonds, Series 2012A 11,625,000 Utilities Tax Revenue Bonds, Series 2012B 6,685,000 Taxable Utilities Tax Refunding Revenue Bonds, Series 2012C 7,870,000 Non-Ad Valorem Refunding Revenue Bonds, Series 2015 36,880,000 Non-Ad Valorem Refunding and Improvement Revenue Bonds, Series 2016 33,620,000 Sales Tax Refunding and Improvement Revenue Bonds, Series 2016 23,845,000 Occupational License Tax Refunding Revenue Bonds, Series 2017 33,117,228 Special Assessment Revenue Bonds (Central and Lower Basin Stormwater Improvements), Series 2018 76,570,000 Sales Tax Refunding and Improvement Revenue Bonds, Series 2020 13,020,000 Taxable Non-Ad Valorem Refunding Revenue Note, Series 2020A 10,098,300 Taxable Non-Ad Valorem Refunding Revenue Note, Series 2020B 45,302,900 Non-Ad Valorem Revenue Note, Series 2021A 28,223,110 Non-Ad Valorem Refunding and Improvement Revenue Bonds, Series 2021B 30,980,000 Non-Ad Valorem Improvement Revenue Bonds, Series 2021C 118,010,000 Special Assessment Revenue Bonds (Central and Lower Basin Stormwater Improvements), Series 2021 35,040,000 Water and Sewer Systems Refunding Revenue Bonds, Series 2015 56,330,000 Water and Wastewater Systems Revenue Bonds, Series 2016 4,020,000 Water and Wastewater Systems Revenue Bonds, Series 2020A 270,905,000 Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B 83,605,000 Water and Wastewater Systems Revenue Bonds, Series 2022A 282,545,000 Water and Wastewater Systems Revenue Bonds, Series 2022B 15,750,000 Water and Sewer State Revolving Loan Program __ ___________ 20,613,844 Total $0 $533,226,538 $733,768,844 Source: City of Tampa, Florida Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023. A-8 COMPUTATION OF DIRECT AND OVERLAPPING BONDED DEBT September 30, 2023 (In Thousands) Net Debt Outstanding Percentage of Debt Applicable to City of Tampa Share of Debt City of Tampa* $583,533(1) 100.0% $583,533 Hillsborough County 150,480(2) 36.0 54,174 Hillsborough County School Board 0 0.0 0 Total Overlapping Debt $637,707(3) * The City of Tampa has no bonded debt supported by property taxes; all bonds are secured by specific sources. (1) Net Debt Outstanding includes $1,391,732 in finance purchases, $4,424,701 in capital leases, $14,619,059 in SBITA liabilities, and $29,871,293 in unamortized premiums for bonds and loans. (2) Clerk of Circuit Court, Hillsborough County. Supported by 0.0604 mil levy. (3) The total Overlapping Debt is calculated by multiplying the City of Tampa's Percentage of Debt by the total Net Debt Outstanding in Hillsborough County. Source: City of Tampa, Florida Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2023. CITY OF TAMPA GENERAL INFORMATION Tampa Bay History Spanish explorer Ponce de Leon first arrived in the Tampa Bay area in 1513, but the Spaniards focused their attention on settling eastern Florida and left the western areas alone. In 1824, only two months after the arrival of the first non-native settlers, the U.S. Army established Fort Brooke to protect the strategic harbor at Tampa Bay. Development of the region began after the territory became part of the United States in 1845. Despite the blockade and federal occupation during the Civil War, the area grew steadily. Henry B. Plant's 1884 railroad extension to the Hillsborough River provided access to new areas, and he built lavish hotels along his rail line to attract visitors which led to continued economic growth in Tampa that lasted for the next fifty years. Tampa owes its commercial success to Tampa Bay and the Hillsborough River. When phosphates were discovered nearby in the late 1880's, the resulting mining and shipping industries prompted a boom of growth and wealth that lasted through the 1890's. Tampa's port is now the seventh largest in the nation. In 1886, Vicente Martinez Ybor established a cigar factory in Tampa. From the steps of Ybor's factory, Jose Marti, sometimes called the George Washington of Cuba, exhorted the cigar workers to take up arms against Spain in the late 1800's. The military has also had an ongoing role in Tampa's development. The City was the primary outfitting and embarkation port for U.S. troops bound for Cuba during the Spanish-American War. A-9 Today, the U.S. Central Command and U.S. Special Operations Command are headquartered at MacDill Air Force Base. The advent of the automobile was responsible for a large settlement wave that occurred between 1923-1926. Many subdivisions were built during this era; one of the most notable was Davis Islands, a man-made island created by D. P. Davis. The elegant homes Davis built remain some of Tampa's loveliest. The main Tampa downtown business district has grown phenomenally since the 1960's. Major banks and an increasing number of other corporations occupy large glass, steel and concrete buildings that tower high above the bay. Tampa continues to attract key industries such as corporate headquarters, bioscience, international trade, technology, financial services, manufacturing, and distribution companies. Tampa has evolved into a multi-cultural, diverse business center with sustainable communities for its citizens. People of all ages arrive here to escape the worries and winters of wherever they came from, and an increasing number of them stay. Community The City of Tampa is located on the west coast of Florida. The City occupies 113 square miles and serves a population of 403,364. Tampa is the third most populous city in Florida and is the largest city located in the metropolitan statistical area comprised of Hillsborough, Pinellas, Pasco, and Hernando counties. Tampa is nestled in the center of the region, approximately 30 miles from the Gulf of Mexico beaches to the west, 70 miles from Walt Disney World and Orlando to the northeast, approximately 200 miles northwest of Miami, 180 miles southwest of Jacksonville, and 20 miles northeast of St. Petersburg. The region's natural environment includes miles of blue waterways, pristine beaches, brilliant sunlit skies, and exceptional weather. Social and Cultural Events Tampa is the home of numerous annual events and celebrations, and unique cultural events. Providing endless opportunities to live, learn, work, and play, Tampa offers year-round cultural events and social activities for people of all ages and interests - everything from serene strolls along scenic Bayshore Boulevard, to paddle board/kayak nature tours, or the excitement of Ybor City. A variety of entertainment activities may be found in the City and surrounding areas including numerous parks, sunny beaches, restaurants with international cuisine, world-class golf courses, racquetball courts, saltwater fishing, tennis, and shopping. Sports fans can enjoy football and hockey while art lovers can attend music and art festivals. Gasparilla, Tampa's signature event for more than a century, pays homage to Tampa's last great mythical buccaneer, Jose Gaspar. Gasparilla events begin in January with a pirate invasion and continue with celebrations through March. Festivities and activities for everyone include parades, marathons, art shows, and music and film festivals. The Gasparilla Parade of Pirates, along scenic Bayshore Boulevard, is the nation's third-largest parade. The Mayor's Annual River O'Green Fest is Tampa's official Saint Patrick's Day event at Curtis Hixon Waterfront Park. For the occasion, Tampa water crews transform the Hillsborough River to a A-10 bright shade of green while residents and visitors enjoy a free family-friendly celebration including activities, games, and live entertainment. Other annual events include the ReliaQuest (formerly Outback) Bowl, a college football bowl game played in January, the Tampa Bay International Dragon Boat Festival, Tampa Riverfest, Tampa's Downtown on Ice, Sant' Yago Knight Parade, Santafest, and Winter Village. Boom by the Bay and the City's Independence Day celebration features family-friendly activities, live entertainment, and fireworks along Tampa's waterfront. Entertainment and Cultural Facilities The City offers a variety of entertainment and cultural facilities to residents and visitors located within the City or only a short drive away. Major attractions in and around Tampa include Busch Gardens, The Florida Aquarium, and ZooTampa at Lowry Park. Cultural venues such as Tampa Museum of Art, Tampa Bay History Center, and Glazer Children's Museum capture the spirit, history, and creative value of Tampa. Walt Disney World including Hollywood Studios Theme Park, Universal Studios, and Sea World are all just over an hour's drive to the east. Two-thirds of the state's major attractions lie within a 100-mile radius of Tampa. Busch Gardens is a family adventure park that offers an appealing blend of the best roller coasters and thrilling rides, one of the Country's premier zoos featuring a variety of animals, live shows, restaurants, shops, and games. Busch Gardens offers an array of fascinating attractions based on exotic encounters with the African continent. Busch Gardens provides world-class care to thousands of animals and has earned the Humane Certified™ seal from American Humane, the world’s largest certifier of animal welfare. As you venture through the unique naturalistic habitats, it’s clear to see why U.S. News & World Report named Busch Gardens Tampa Bay one of the best zoos in the country. Adventure Island, which is located next to Busch Gardens, is a 30-acre waterpark with a beach volleyball complex, waterslides, pools, and kid-friendly attractions. ZooTampa at Lowry Park is one of the most popular zoos in the southeastern US, with close to 1 million visitors annually. Encompassing 56 acres, ZooTampa cares for a variety of animals with emphasis on endangered, threatened, and vulnerable species from Florida and similar climates/habitats with park areas devoted to Florida, Asia, Africa, and Australia. Other features include aviaries, primate exhibits, the manatee critical care center, a splash pad, rides, shows, hands-on interactive exhibits and animal encounters, and signature seasonal and fundraising events. The Florida Environmental Education Center or "Zoo School" is a hands-on learning facility that offers year-round childcare, preschool, and summer and holiday camp programs. Since 1988, ZooTampa has educated more than 1.8 million school-aged children throughout Tampa Bay, increasing awareness about wildlife and the ways in which students can contribute to their preservation. The Nat Geo WILD series were filmed entirely at Tampa’s award- winning Zoo and provide behind-the-scenes stories of amazing animals and the dedicated team entrusted with their care. ZooTampa has again received accreditation by the Association of Zoos and Aquariums, the gold standard for animal care and welfare which is received by only 10% of the zoos across the United States. The ZooTampa has won numerous awards for its animal conservation and management programs and has been recognized by the State of Florida as a center for Florida wildlife conservation and biodiversity. Additionally, the Zoo has been awarded the USA Today’s 10 Best Readers’ Choice Awards 2023 for Best Zoo and Best Zoo Exhibit and it is an 11-time winner of TripAdvisor Travelers’ Choice Award. A-11 The David A. Straz Jr. Center for the Performing Arts ("Straz Center"), located on the east bank of the Hillsborough River, is one of the largest performing arts institutions in the country and provides an environment for a wide variety of world-class events. With 335,000 square-feet, the Straz Center includes five theaters, a rehearsal hall, coffee shop, three on-site restaurants, and showcases community art projects of local artists as well as artists from around the world and through the ages. It boasts one of the nation's leading Broadway series and is nationally respected for producing grand opera, as well as presenting a wide variety of concerts, performances, and events. Major improvements and renovations to the Straz Center are underway to include a new gateway to the performing arts center, new welcome center, expansion of and improvements to venue lobbies, additional special event space, and additional terraces and outdoor venues to be completed in 2029. Adding 45,000 square feet to the STRAZ center is the Patel Conservatory, the only accredited performing arts school in the region to offer performing arts classes in dance, theater, and music for students of all ages and experience levels. The Patel Conservatory features 20 studios, including three dance studios with sprung floors, a sound/lighting laboratory, technical theater workshop, rehearsal hall, costume shop and a state-of-the-art black box theater. The Tampa Museum of Art was established in 1920 and is a beacon of culture and education in the heart of downtown Tampa. It proudly houses an extensive collection of Greek and Roman antiquities, one of the largest in the southeastern United States, and a diverse collection of modern and contemporary art encompassing sculpture, photography, painting, and new media. This facility provides a variety of year-round art classes, insightful lectures, and engaging tours for all ages, fostering artistic discovery and learning. Following a significant renovation completed in 2023, the Museum continues to evolve, embarking on a major expansion to enhance its exhibition spaces and educational facilities. Major expansion and improvements include the construction of a 51,000 sq/ft extension to the existing structure, façade renovation, multi-purpose auditorium expansion, riverwalk integration and access, a new elevator for accessibility improvement, the addition of a full-service restaurant, and public recreation and public art space to be completed in 2025. The Tampa Bay History Center, located in the Channel District, is one of the largest history museums on the west coast of Florida. The 60,000 square foot museum includes three floors of permanent and temporary exhibition galleries spanning 12,000 years of Florida history with a focus on the Tampa Bay region, as well as a museum store, classrooms, and event rental spaces. The History Center is also home to the Touchton Map Library/Florida Center for Cartographic Education. The only cartographic research center of its kind in the state, it houses one of the most comprehensive collections of Florida cartography in the world, with holdings spanning five centuries. Additionally, the Tampa Bay History Center is affiliated with the Smithsonian Institution, providing the museum access to the Smithsonian's vast collection of artifacts and support for educational programs. Tampa Bay History Center was accredited in 2015 by the American Alliance of Museums and is a Smithsonian Affiliate museum since 2012. Other local museums include the historic H. B. Plant Museum at the University of Tampa, the Contemporary Art Museum at USF, the Scarfone Gallery at the University of Tampa, the Veteran's Memorial Museum and Park, the Ybor City State Museum, the Florida Museum of Photographic Arts, and the Glazer Children's Museum. Built in 1926, the Tampa Theatre is one of the country’s most beautiful cinemas, providing world- class entertainment in a 1,200-seat hall built to look like a romantic Mediterranean courtyard under a realistic night sky with twinkling stars. Tampa Theatre’s single auditorium hosts more than 700 events each year, including a full schedule of first-run and classic films, live concerts, special events, tours, and A-12 educational programs. The Tampa Theatre has been undergoing renovation for the last few years. In 2017, Phase I of restoration efforts began by addressing substantial infrastructure needs to the interior and exterior of the historic building. On May 11, 2023, funding for Phase II of the Theatre’s restoration plan was approved by the Tampa Community Redevelopment Agency (CRA) board in the amount of $14,000,000. Some items included in this phase are a second screening room, which opened on June 1, 2024, increased support spaces, enhanced production technology and updated patron amenities, in addition to a full and authentic restoration of the historic auditorium. The Tampa Theatre was named to the National Register of Historic Places in 1978, is a Tampa City Landmark, and is a proud member of the League of Historic American Theatres, the Art House Convergence, and Film Florida. The Downtown Riverwalk is a 2.6-mile continuous walkway stretching from the Channel District to Tampa Heights along the east side of the Hillsborough River. It incorporates pedestrian amenities, art and interpretive elements, retail and restaurants, parks, and open space as well as water attractions that are available from water taxis, rentals (boats, paddle boards, kayak, etc.), tours and the cross-bay seasonal ferry service. To the north, Heights Public Market at Armature Works houses over a dozen dining options such as two MICHELIN recommended full-service restaurants. At the south end of the Riverwalk is Sparkman Wharf, a new-age waterfront hotspot with waterfront views, craft beer, live music and full-service indoor eateries along with a host of refurbished shipping containers that have been transformed into unique quick-service concepts. The Tampa Convention Center, located directly on the waterfront, in the heart of downtown Tampa, hosts a variety of conventions, tradeshows, and other special events year-round. It offers sparkling waterfront views, 600,000 square feet of transformable event spaces for venue rentals and state- of-the-art amenities. After a busy day of lectures, seminars, or classes, attendees are welcome to visit numerous downtown attractions and restaurants located just a trolley ride away in Ybor City, the Channel District, and Sparkman Warf. In June 2023, The Tampa Convention Center completed its $45 million capital improvement plan, its largest renovation project since it opened in 1990, which included 18,000 square feet of flexible meeting space to be used as either tradeshow floor space or new meeting rooms, upgrades to restrooms and meeting rooms, improvements to the Riverwalk to enhance ADA experiences, improvements to the front drive guest arrival area and improvements to the HVAC/chillers. Recently, the Tampa Convention Center won several prestigious awards, including the 2023 gold medal for Best Convention Center in the Southeast U.S. in the Stella Awards by Northstar Meetings Group, the 2024 Center of Excellence by Exhibitor Magazine, featuring North America’s best convention centers for trade shows and corporate events, and the Convention South’s 2023 Readers’ Choice Awards. The Tampa Convention Center has helped put Tampa in the national spotlight for the meetings and events industry, earning a spot as a Top Meeting Destination from Cvent in 2023. The Florida Aquarium is among the top aquariums in the world and accredited by the Association of Zoos and Aquariums. Their mission programs include conservation, research, education, and outreach with the goal of building awareness and inspiring action for species and habitat conservation and the restoration of Florida’s coral and sea turtle populations. Visitors can explore complex ecosystems, experience a wide variety of aquatic and terrestrial animals, engage with interactive and informational exhibits, or just enjoy the outdoor water play area. The aquarium also features a 4-D theater, dolphin cruises, backstage passes/tours, and various swim and dive experiences. Currently underway is a $40-million expansion project that includes a rotating special exhibit gallery, multi-species gallery that features puffins, and a 39,500-gallon outdoor plaza featuring California sea lions and an African penguin habitat. The project is scheduled to be completed in 2025. The Florida Aquarium is A-13 ranked in the top 15 aquariums in the country by TripAdvisor.com and ranked in the top 5 "Kid-Friendly Aquariums" by Parents Magazine. Professional Sport Teams The Tampa Bay area is the proud home of several professional sports teams including the Tampa Bay Lightning, Tampa Bay Buccaneers, Tampa Bay Rays, and Tampa Bay Rowdies. The City of Tampa also hosts the New York Yankees' spring training each year at the City's George M. Steinbrenner Field baseball stadium making the spring of 2024 their 29th Anniversary Season in Tampa. Raymond James stadium first broke ground in 1996. The 65,000-seat stadium (expandable to 75,000) hosted its first game on September 20, 1998. Raymond James stadium is home to the Tampa Bay Buccaneers, NFL super bowl champions in 2003 and 2021. The stadium underwent substantial renovations and upgrades between 2016 and 2018 to include the replacement of two main scoreboards, installation of new sound amplification equipment, replacement of stadium seating, and club renovations. The stadium now boasts one of the most technologically advanced HD video system, comprised of two massive 9,600 square-foot boards and four large 2,300 square-foot HD tower walls. Raymond James Stadium has hosted three Super Bowls: XXXV in 2001, XLIII in 2009, and Super Bowl LV in 2021. Raymond James Stadium serves as a premier large event venue, recently hosting concerts for such iconic acts as Beyonce, Billy Joel with Sting, George Strait with Chris Stapleton, Kenny Chesney, Luke Combs, and Taylor Swift’s Eras Tour. Raymond James Stadium is also home to the ReliaQuest bowl, Monster jam, Gasparilla bowl and University of South Florida Bulls football. However, the University of South Florida has recently announced the construction of a new $340 million on-campus football stadium that will provide a unique, vibrant, shared campus experience that will contribute to the culture, spirit, and connectedness of the university, not just during football games but throughout the year. The proposed five-tier stadium will include 1,200 club-level seats, 40 loge boxes, 24 luxury suites and a field-level club area with the capacity to support 800 memberships. The groundbreaking ceremony for the stadium will be held during the university’s annual Homecoming Week celebration, scheduled for October 14-19, 2024. The stadium is scheduled to open by the fall of 2027. In the heart of downtown Tampa, between the Tampa Convention Center and the Florida Aquarium, lies the 670,000-square-foot Amalie Arena, one of the premier entertainment venues in the southeast with three decks, seven separate levels and 71 suites. It is home of the Tampa Bay Lightning professional hockey team, who are recipients of the Presidents' Trophy, two-time Conference Champions, four-time Division Champions, and the 2004, 2020 and 2021 Stanley Cup Champions. The Amalie Arena also hosts many concerts, family shows and sporting events each year. The arena's numerous events include NHL All-Star Games, ACC, and SEC Men's Basketball Tournaments, and the NCAA Women's Final Four. The Yuengling Center (formerly known as the USF Sun Dome) is located on the campus of USF and is home to the National Collegiate Athletic Association's USF Men's and Women's basketball teams, USF Volleyball team and is host to numerous concerts and events throughout the year. Education Tampa offers a variety of post-secondary educational opportunities. Founded in 1956, the University of South Florida (USF) is a high-impact global research university dedicated to student success, with three campuses across the Tampa Bay region. USF serves approximately 50,000 students A-14 and offers more than 240 degrees at the undergraduate, graduate, specialty, and doctoral levels, including the Doctor of Medicine. USF is the fastest-rising university in America (U.S. News and World Report’s 2023 Best Colleges rankings) and was ranked as one of the nation’s top 50 public universities for five consecutive years. In 2023, USF accepted an invitation to join the Association of American Universities (AAU), a prestigious group of the 71 leading research institutions in the United States and Canada. USF is the first public university in Florida to join the AAU since 1985 and is now one of two institutions from the State University System of Florida to serve as an AAU member. This will provide new federal funding opportunities for USF research, strengthen its role in meeting workforce demands and attract the brightest faculty, staff, and students to Tampa Bay. Since 2013, USF has been among the top 15 U.S. public universities for US patents granted for the 10th consecutive year according to the National Academy of Inventors. In January 2020, the new USF Health Morsani College of Medicine and Heart Institute opened at Water Street Tampa, the world's first wellness district, bringing approximately 1,800 students, faculty, researchers, and staff to Tampa's downtown urban core and waterfront. The state-of-the-art training facilities at USF Health's Morsani College of Medicine, Taneja College of Pharmacy, and Heart Institute provide superior medical education, clinical care, and research to improve patient care and health outcomes while transforming health education and pioneering discoveries to end heart disease. The new facility provides immediate access to Tampa General Hospital, USF's primary teaching hospital, as well as proximity to USF's Center for Advanced Medical Learning and Simulation ("CAMLS") and the Tampa Bay Research and Innovation Center at CAMLS. The University of Tampa ("UT") is a private university located on approximately 110 acres of prime riverfront land in the heart of downtown Tampa. UT provides more than 200 fields of study including various graduate studies programs. UT is regarded as one of the nation's best 389 institutions for undergraduate education by The Princeton Review. Only 15 percent of four-year colleges in the U.S. share this honor. U.S. News & World Report consistently ranks UT in the top tier of the category Regional Universities (South), and it was included as the most innovative college for 2022. Since 2010, UT has been included on Forbes' annual ranking of America's Top Colleges. The list is based on factors such as educational quality, graduation rates, and career prospects. Hillsborough Community College ("HCC") is currently the fifth largest community college in Florida’s State College System, serving more than 43,000 students each year at its five campuses, three centers and online platform. HCC offers more than 200 academic options including associate degrees, college credit certificates, postsecondary adult vocational certificates, advanced technical diplomas, and continuing education. Also, near downtown is the Tampa Law Center of the Stetson University College of Law which was once again ranked No. 1 in 2024 by U.S. News in trial advocacy and No. 3 in legal writing, both vital skills for attorneys. Saint Leo University, just north of Tampa, has a center at MacDill Air Force Base and has been recognized as one of the top military-friendly colleges and universities. Economic Outlook The City of Tampa's budget is affected by a variety of economic factors that are significant drivers of demand for City services and major revenues. The following is a brief discussion of historical and current key economic indicators, including employment and population growth, employment industries in Tampa, unemployment rate, and the performance of two major economic engines (Port Tampa Bay and Tampa International Airport). According to the University of Central Florida’s Florida & Metro A-15 Forecast 2024-2027, the fastest growing employment sectors are construction and mining (2.5%) and the education and health services sector (1.8%). The metropolitan statistical area ("MSA") economic indicators for Tampa-St. Petersburg- Clearwater are expected to show average levels of growth compared to other areas in Florida. According to the University of Central Florida’s Florida & Metro Forecast 2024-2027 (Spring 2024) population growth will average 1.4% annually, employment is expected to grow by 1.2% annually, and the unemployment rate is expected to average 3.6% through 2027. The unemployment rate for the MSA as of April 2024 is 3.3% per the U.S. Bureau of Labor Statistics. Port Tampa Bay, Florida’s largest and most diversified seaport, handled over 33.1 million tons of cargo during Fiscal Year 2023 and welcomed approximately 1.1 million cruise passengers. With over 1,000 acres of industrially zoned land, Port Tampa Bay’s cargo mix includes a wide variety of containerized, bulk, break bulk and ro-ro traffic, including construction and building materials, energy products, food and beverage, agricultural commodities, retail products, and heavy equipment, as well as being a major fertilizer export port and shipbuilding/repair center. Managed by Port Tampa Bay, Foreign Trade Zone #79 allows companies involved with qualified importing, exporting, manufacturing and distribution activities to see cost savings on their customs duties, taxes, and merchandise processing fees. Florida is now the third most populous state in the U.S. welcoming more than 140 million visitors per year. The Tampa Bay/Orlando I-4 Corridor region is the state’s largest consumer market, as well as its fastest growing region, and has become Florida’s primary distribution hub. The Port’s central location in the geographic center of the state minimizes truck delivery costs and allows for same day coverage of the entire Florida peninsula. With Florida’s largest concentration of distribution centers within 100 miles, Port Tampa Bay, along with container terminal operator Ports America, has accommodated the growth in Florida by staying ahead of the curve thanks to the terminal build-out program. Recent expansion includes a new expanded gate complex and the recent delivery of three additional STS post-Panamax cranes for a total of five. Construction is currently underway to add 30 acres of paved storage for a total of 100 acres and a berth extension from 3,200 to 4,500 linear feet. Deep-water channel expansion is planned from the current 43-foot depth to 47 feet. A new state of the art 135,000 square foot on-dock cold storage facility serves the perishable market. The port has global connections including weekly service to Asia via the expanded Panama Canal, Honduras, Guatemala, Costa Rica, Mexico Central America, Caribbean, and West Coast South America. Port Tampa Bay handles over 1 million passengers annually between Carnival Cruise Line, Royal Caribbean International, Celebrity Cruises, Norwegian Cruise Line and Margaritaville at Sea. Tampa International Airport ("TIA") is a major international and domestic airport for the west central region of Florida and is highly regarded for its efficiency and passenger convenience. During 2023, 23.9 million passengers enplaned and deplaned at the airport, which represents an increase of 11.24% compared to 2022. Internationally, TIA is currently offering nonstop flights to several desirable business or vacation destinations such as London, Zurich, Frankfurt, Amsterdam, Toronto, Havana, Montego Bay, Punta Cana, Santo Domingo, & Cancun. TIA has added nonstop routes to more than 22 new markets since 2020 providing travelers more direct options. A-16 TIA is committed to designing, building, and implementing capital improvements and programs that are economically wise and environmentally and socially responsible. Over 30% of their fleet runs on alternative fuels such as compressed natural gas, hybrid-electric, or all electric with a goal of over 70% running on alternative fuels. TIA provides EV charging stations for customers in all parking garages and at the Cell Phone Lot. As part of TIA’s sustainability efforts, the Hillsborough County Aviation Authority won a federal 100% Zero Emission Vehicle grant to purchase seven electric buses and charging stations to be used by TPA to transport employees from the North Employee Parking Lot off Hillsborough Avenue to the Main Terminal. To accommodate TIA's continued increase in passenger traffic, TIA officials began updating the airport's Master Plan for the 3,300-acre campus in late 2011. The master plan was approved in 2013 and will allow the airport to serve 34 million passengers each year while remaining in the same footprint. The plan is divided into three phases. TIA completed Phase 1 in late 2018 and anticipates completing Phase 2 in early 2025 ($1.6 billion between Phase 1 & 2). The master plan renovations include the expansion of the main terminal, a new automated people mover, a new rental car center near the airport entrance. It also includes a 35-acre commercial development around the rental car center featuring the SkyCenter One office building, convenience store with gas station, hotel, and a commercial curb to accommodate transit and other ground transportation, and connections to regional trail networks. The curbside expansion includes 16 new express lanes exclusively for passengers without checked luggage. The third and final expansion phase will include the construction of a new 16-gate terminal-Airside D with gates serving domestic and international flights as well as facilities to process international passengers. The project received approval from the Aviation Authority’s Board of Directors in September 2022. Construction is scheduled to break ground in 2024 and be completed in early 2028. Already considered one of the most user-friendly airports in the world by frequent flyers, the planned improvements will further enhance the airport's reputation. Building Activity Tampa continues to grow and prosper. In Fiscal Year 2022, the City permitted construction projects valued at over $2.6 billion (26,764 building permits) and $3.6 billion in Fiscal Year 2023 (26,088 building permits). The City anticipates $15.5 million in construction permit and enhancement fee revenues to be generated for Fiscal Year 2024. The level of construction permit revenues is the result of multiple new large-scale projects coming online, such as Adderley housing, Aqua at Westshore Yacht Club, Tyson Apartments, Bay Oaks North Tower, and TGH Behavioral Health. The City continues its commitment to economic development. Today, the City is smarter about how it does business, is more efficient and accessible to citizens, and continues to streamline its permitting process. City employees work hard every day to grow and retain existing business, attract new businesses, develop entrepreneurship, and make Tampa a more competitive city through a variety of initiatives, including enhancing Workforce Development and Housing Affordability programs to ensure the City has the tools necessary to provide for all its residents across all neighborhoods and communities. Economic Development Gas Worx Gas Worx is a $750 million, mixed-use development that connects Ybor City, Central Park neighborhood, and downtown Tampa. The project is a partnership between local business owner Darryl A-17 Shaw and national developer, Kettler Development. The 50-acre development will include mixed income and market rate residential units, new retail spaces, office space, and restaurants that will connect the historic Ybor to Water Street. Plans for Gas Worx include 5,000 residences in the City’s urban core with 500,000 square feet of office space and 140,000 square feet of retail. The development will bring a more vibrant live, work, and play atmosphere to Ybor City. Construction on Gas Worx kicked off in early 2023 with the groundbreaking on two new apartment buildings. Located north of East 5th Avenue between East Scott Street and the Nick Nuccio Parkway, work has commenced on a 4-story, 170-unit apartment building. Just south of East 5th Avenue, between East Scott Street and Nick Nuccio Parkway, construction has also started on a 5-story apartment building with 147 units. Completion of both buildings, including affordable housing, is slated for 2024. Phase II of the project will kick off in mid-2024, creating 1,250 residential units, 100,000 square feet of office space and 105,000 square feet of retail space to be completed by 2026. Water Street Tampa Strategic Property Partners, LLC, in partnership with Cascade Investments, are continuing to redevelop approximately 56 acres in south end downtown Tampa into a vibrant, diverse, walkable neighborhood. The mixed-use development includes the University of South Florida Health Morsani College of Medicine and Heart Institute, a grocery, retail spaces, office buildings, a variety of residential choices, hotels, and a walkable neighborhood. The development's first hotel, a 29-story, 519-unit JW Marriott, was completed in 2021 and connects via a glass skybridge to the recently renovated Tampa Marriott Water Street located along Garrison Channel. The Marriott family of hotels is not the only chain to grace the Tampa skyline, as September 2022 saw the completion of the 27-story, 172 guestroom Tampa EDITION Hotel. Residents and visitors to the Bay area alike now have plenty of choices for eateries. The Pearl restaurant, located in the Heron residential apartment towers, 3 Corners Pizza at the Heron and the Wagamama restaurant opened their kitchens to the public in 2023. In April 2024, the developer’s released their plan for three new projects including a condo building, an office tower, and an entertainment destination. The two towers—a residential condo building and office complex—will be built off Cumberland Avenue. The residential building will be the tallest building in Water Street Tampa and will include ground-floor retail and parking. The office tower, residential condos and entertainment venue will begin when the road infrastructure is completed around spring 2025. West River Development The West River Redevelopment plan covers a 120-acre area bounded by Rome Avenue, Columbus Avenue, the Hillsborough River, and I-275. The plan focuses on reconnecting the street grid and increasing access to Julian B. Lane Riverfront Park and the Hillsborough River. The project promotes strong ties with public education and community services and plans for more than 1,700 new residential units, with a variety of housing styles and affordability. The administration selected Related Urban to redevelop City-owned land. The redevelopment of the former "Rome Avenue Yard" is a mixed-use and mixed-income development located on 18-acres of City-owned property immediately west of the Hillsborough River, A-18 east of Rome Avenue, south of Columbus Drive and north of Spruce Street in the West Tampa Community Redevelopment Area (CRA). The development is a joint venture between the Tampa Housing Authority, the City of Tampa, and Related Urban Development Group that will create a mixed-use neighborhood of both affordable and market-rate housing, retail, micro space for local startups and a workforce training center, an amphitheater, and other amenities that define an urban lifestyle. It will include dozens of community- centric features including a cultural center and art pavilion, as well as a brick observation "cigar tower" to honor the cigar factories that were an indelible part of West Tampa’s Latin history. Columbus Drive Development The City of Tampa is at the beginning phases of a development project to create a mixed-use catalytic project that will serve as a live/work hub in the East Tampa Community Redevelopment Area. While part of this project will be providing additional affordable housing units, the City is especially excited for the creation of the East Tampa Manufacturing Center (ETMC). The City’s goal for the ETMC is to create a centralized location where local entrepreneurs can take product-based ideas through the full business lifecycle of inception, design, prototyping, commercialization, and scaling. As businesses expand, the ETMC will work to ensure they stay and grow in the East Tampa area, strengthening the city’s manufacturing cluster. The ETMC will create a dynamic entrepreneurial ecosystem to drive new company creation within the building, while also serving as an anchor and catalyst for the broader manufacturing ecosystem in East Tampa and citywide. The ETMC will also drive equitable growth by connecting residents to careers in manufacturing and design through outreach to disadvantaged communities, hands-on training and work experience opportunities at companies located at the ETMC. The ETMC will also be a resource for existing employers in Tampa by providing access to specialized equipment, design and manufacturing services, and a pipeline of technically trained talent. Midtown Tampa Midtown Tampa is a mixed-use development project aimed at connecting Westshore to downtown. Located at the corner of Dale Mabry Highway and Cypress Street, Midtown Tampa offers residential units, office and retail space, and entertainment and hospitality venues, including Whole Foods, REI Co-op, Joffrey's Coffee, Shake Shack, BellaBrava, and Aloft-Element Hotel. Midtown Tampa’s rapidly expanding district has maintained a strong lease demand as the area attracts tenants with its ideal office environment. In May 2023, a partnership with developers Highwoods Properties and The Bromley Companies broke ground on an 18-story office building that will serve as the future headquarters of Tampa Electric and People’s Gas. This development project is expected to be completed in 2025. With its diverse array of restaurants, boutiques, and recreational facilities, Midtown Tampa is a thriving community hub where residents can live, work, and play in style. Westshore Marina District The Westshore Marina District is a master planned community situated along 1.5 miles of waterfront, green space, marina, and open bay. The 52-acre destination presents a contemporary environment for water-inspired living, shopping, dining, and recreation with over 1,300 residential offerings ranging from luxurious marina-front tower residences with private club amenities to contemporary townhomes and apartments - Town Westshore Apartments (396 units), Bainbridge At Westshore Apartments (351 units), Luxury Townhomes (160 units), and the Marina Point Luxury A-19 Condominium Towers (+350 Units). Currently, construction of the second tower of the Marina Pointe Development has begun and will have 151 units upon completion. Additionally, construction is expected to begin on the third and final tower later this year. The third tower will be completed in 2027 and will house 105 units. Between all three towers, Marina Pointe is currently just under 50% of all units sold. Designed for walkability, the neighborhood features a comprehensive array of amenities to include urban trails, parks, and a 159-slip marina with transient dockage for visitors that offers boaters unrestricted access to Tampa Bay. Sustainability and Resilience This City of Tampa is making significant strides in its commitment to Sustainability & Resilience. In the four years since creating the City’s first Sustainability and Resilience Officer position, the City significantly increased programs and funding to meet goals set out by the office. The Sustainability and Resilience Officer relies on three guiding principles: • Go Green: Ensure decisions consider life cycle environmental impacts • Be Fair: Ensure decisions are equitable and socially responsible • Keep Safe: Ensure decisions are redundant, resilient, and adaptable The City published a Resilience Roadmap (2021) and Climate Action and Equity Plan (2023), both of which paved the way for additional investments in stormwater mitigation, tree planting, renewable energy, and policy and infrastructure changes to address extreme weather. The actions identified in these plans are applied at every programmatic and project level feasible. For example, the City Center at Hanna Project is equipped with solar panels that will entirely offset energy over the year and the investment is expected to pay for itself in under 10 years. The City also installed solar panels at Loretta Ingraham Community Center and plans to install several more systems on community centers and City of Tampa facilities in Fiscal Year 2025. With tax rebates provided by the Inflation Reduction Act, these investments help reduce the City’s energy demand from traditional grid powered sources and lower bills. The City will continue its commitment to maintaining a word class tree canopy, setting a goal of planting 30,000 new trees by 2030. The tree initiative will expand the Tree-mendous Tampa Free Tree Program by allowing residents to receive up to five free trees and launching a new voucher program to encourage and help people buy trees from local nurseries. The Tree-mendous Tampa Program not only plants trees, but also includes an educational component to help residents by providing best management practices for trees. The implementation of the Neighborhood Tree Stewardship program will educate residents on tree care and the urban forest. The City is continuing its partnerships with Learning Gate Community School, the USF Patel College of Global Sustainability, and others in the Tampa Bay area environmental community celebrating EcoFest. EcoFest 2024 was the 14th annual community event to celebrate the many businesses, organizations, and individuals in the Tampa Bay Area dedicated to the principles of sustainability, ecology, equity, and economy. The City of Tampa is also continuing to support the City of Tampa AmeriCorps Green Team The Green Team is a partnership with Volunteer Florida and AmeriCorps to provide AmeriCorps members A-20 the opportunity to work alongside City of Tampa staff and associated non-profits to make the community and Earth a cleaner, healthier, and more sustainable place. The AmeriCorps Members of Tampa's Green Team replants Tampa’s tree canopy, helps reduce marine litter, enhances community gardens, and provides climate change education. Social Equity and Inclusion The City has multiple offices and organizations ensuring equitable treatment for all. The significant involvement of the City of Tampa in human rights, socio-cultural diversity, social justice, and inclusionary issues demonstrates that the City supports social equity principles and embraces its diversity, viewing it as a positive and powerful attribute. Consequently, the City of Tampa scored 100% on the Human Rights Campaign Foundation's 2019 Municipal Equality Index Scorecard. The Municipal Equality Index displays the ways that many cities can, and do, support the Lesbian, Gay, Bisexual, Transgender, and Questioning (LGBTQ) people who live and work there, even where states and the federal government have failed to do so. Unemployment The following table sets forth the average "civilian" (i.e., "non-military") unemployment statistics for Hillsborough County, the State and the United States. Unemployment Statistics Hillsborough County, Florida and National Calendar Year Hillsborough County Unemployment Rate Florida Unemployment Rate National Unemployment Rate 2014 6.0% 6.4% 6.2% 2015 5.1 5.5 5.3 2016 4.5 4.9 4.9 2017 4.0 4.3 4.4 2018 3.5 3.6 3.9 2019 3.2 3.3 3.7 2020( 7.6 8.1 8.1 2021 4.3 4.7 5.4 2022 2.9 3.0 3.6 2023 2.9 2.9 3.6 Source: Florida Department of Commerce, Local Area Unemployment Statistics and Federal Reserve Bank of St. Louis. PENSION PLANS General Employees' Pension Fund The City contributes to the City of Tampa General Employees' Pension Fund (the "General Employee Fund"), a single employer, defined benefit plan covering virtually all full-time City employees (other than full-time firefighters and police officers) and former employees of the City, whose current A-21 governmental employers make contributions for those employees. The General Employee Fund is administered by an independent board of trustees and is accounted for as a separate pension trust fund. The General Employee Fund was amended in 1981 to provide social security coverage for all future employees of the City. The General Employee Fund was divided into City pension with social security and full City pension with no social security. All employees hired on or after October 1, 1981 are automatically covered by social security and City pension. Benefit eligibility requirements and benefit provisions are as follows: for employees hired before October 1, 1981 (Plan A) who contribute to the General Employee Fund, vesting occurs at 6 or more years of continuous service and benefits are distributed at age 55. Benefit amounts are calculated based on the highest three (3) years of salary within the last six (6) years of employment. Monthly benefit amounts are equal to 2.0% of the average monthly salary multiplied by years of service, plus an additional 0.5% of the average monthly salary for each additional year of service for employment after 15 years served on or after January 1, 1975, until the maximum of 30 years. For employees hired or elected on or after October 1, 1981 (Plan B) who contribute to social security, vesting occurs with six (6) or more years of continuous service and benefits are distributed at age 62. Benefit amounts are calculated based on the highest three (3) years of salary within the last six (6) years of employment. The monthly pension is equal to 1.2% of the employee's average monthly compensation times years of service. Early retirement is permitted for those hired on or after October 1, 1981, who have at least six (6) years of service and have reached age 55. The accrued normal benefit is reduced 5/12% for each month by which the early retirement precedes normal retirement. Pre-and post- retirement death benefits are also provided. Members with six (6) or more years of credited service who have reached age 55 are eligible to participate in the Deferred Retirement Option Program ("DROP") for up to seven (7) years. During the DROP period, the member makes no further contribution to the fund and accrues a benefit amount equal to what would have been the member's retirement benefit had the member retired as of the date of entry into the DROP program. A DROP participant shall have the opportunity to elect an investment option to be applied to such DROP participant's account for the plan year when entering the DROP and for each subsequent plan year. In such election, the DROP participant shall choose to have interest accumulate annually, whether positive or negative, at either (i) a rate reflecting the General Employee Fund's investment performance, as determined by the board of trustees, or (ii) a rate reflective of a low-risk variable rate selected annually by the board of trustees in its sole discretion. This accumulated amount is paid in a lump sum when the member leaves active service at the end of the DROP period. Both DROP benefits and post-retirement benefits receive cost of living adjustments annually; employees hired before October 1, 1981 receive 2.2% and employees hired on or after October 1, 1981 receive 1.2%. Firefighters and Police Officers Pension Fund The City contributes to the City of Tampa Firefighters and Police Officers Pension Fund (the "Firefighters and Police Fund"), a single employer, defined benefit plan covering substantially all full- time firefighters and police officers. The Firefighters and Police Fund is administered by an independent board of trustees and is accounted for by the City as a separate pension trust fund. Benefit eligibility requirements and benefit provisions are as follows: vesting for participants in the Firefighters and Police Fund occurs at 10 years of service, and participants may begin drawing monthly pension benefits at the earlier of attaining age 46 with 10 or more years of service or 20 years of A-22 service, regardless of age. The annual pension benefit is 3.15% for each year of service times the employees final average compensation (highest three of the last six years of service), but not less than $100 per month. The Firefighters and Police Fund provides both service and non-service-related disability and preretirement death benefits. Effective October 1, 2004, the annual pension benefit was increased from 2.5% to 3.15% for each year of service times the employees final average compensation (highest three of the last 10 years of service), but not less than $100 per month. The increased benefit is applicable only to plan members actively employed as firefighters or police officers on or after October 1, 2003. Members with at least 20 years of credited service are eligible to participate in DROP for up to five (5) years. Members entering DROP after 25 years of service are eligible to participate in the DROP for a combined total of 30 years of credited service. During the DROP period, the member accrues a benefit amount equal to what would have been the member's longevity retirement benefit had the member retired as of the date of entry into the DROP program adjusted for net investment returns on fund assets. A DROP participant shall have the opportunity to elect an investment option to be applied to such DROP participant's account for the plan year when entering the DROP and for each subsequent plan year. In such election, the DROP participant shall choose to have interest accumulate annually, whether positive or negative, at either (i) a rate reflecting the Firefighters and Police Fund's investment performance, as determined by the board of trustees, or (ii) a rate reflective of a low-risk variable rate selected annually by the board of trustees in its sole discretion. This accumulated amount less the portion attributable to the employee's after-tax pension contributions may be either rolled over to a tax- qualified vehicle, paid in a lump sum, or some combination of the two (2) based upon the member's request when the member leaves active service at the end of the DROP period. All eligible retired members and surviving spouses receive a 13th check program benefit payment. The 13th check program benefit, if any, is actuarially determined and is an equal dollar amount for all eligible retirees. One half of that amount is the benefit to eligible surviving spouses. The 13th check benefit was funded by employee contributions from the 13th check benefit's inception in October 1998 through September 30, 2001. Employee contributions to the 13th check benefit ceased September 30, 2001, and the 13th check benefit was then funded by a portion of the investment return in excess of the actuarially assumed rate of return of the fund. [Remainder of page intentionally left blank] A-23 The Statements of Net Position and Changes in Net Position for the General Employees Fund and Firefighters and Police Officers Fund as of September 30, 2023 are presented below (in thousands). Members terminating employment who are not eligible to retire are entitled to a refund of contributions they made to the Firefighters and Police Fund without interest. Postretirement benefit increases are based on the net change in the average cost of living index with a maximum determined by the actuary and a minimum not below the original benefit for the Firefighters and Police Fund. These benefits are paid from a postretirement adjustment account which had market value of assets of $1,020,287,867 as of September 30, 2023. Statement of Fiduciary Net Position ASSETS General Employees’ Fund Firefighters and Police Officers’ Fund Cash and Investments $745,877 $2,506,519 Accounts receivable 126 13,806 Interest and dividends receivable 24 3,695 Net Capital Assets 0 4,445 Total assets 746,027 2,528,465 LIABILITIES Accounts payable 880 18,983 Total liabilities 880 18,983 NET POSITION Held in trust for pension benefits $745,147 $2,509,482 ADDITIONS Contributions: Employer $27,458 $32,690 Employees 16 26,271 State 0 10,576 Total contributions 27,474 69,537 Investment earnings: Interest and dividends 12,944 49,181 Net (decrease) in the fair value of investments 67,655 324,274 Total investment (loss) 80,599 373,455 Less investment expense (2,838) (6,050) Net investment (loss) 77,761 367,405 Total additions/(subtractions) 105,235 436,942 DEDUCTIONS Pension benefits $54,350 $141,917 Administrative expenses 1,459 3,064 Total deductions 55,809 144,981 Change in net position 49,426 291,961 Net position - beginning 695,721 2,217,521 Net position - ending $745,147 $2,509,482 A-24 Membership data as of the most recent actuarial valuations for the General Employee Fund and the Firefighters and Police Fund are summarized as follows: General Employees Fund as of October 1, 2023(1) Firefighters and Police Fund as of October 1, 2023(2) Retirees and beneficiaries receiving benefits 2,418 2,354 Inactive plan members entitled to benefits but not receiving them 614 39 Active plan members 2,680 1,448 (1) The figures presented are from the General Employee's Actuarial Report, as of October 1, 2023. (2) The figures presented are from the Firefighters and Police Actuarial Report, as of October 1, 2023. Significant Accounting Policies The City has two pension funds -- Firefighters and Police (F&P) Officers' Pension Trust Fund and the General Employees' (GE) Pension Trust Fund. Financial information for the two (2) pension funds are prepared using the accrual basis of accounting. The preparations of the financial statements of both plans conform to the provisions of GASB Statements No. 67 and 68. For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the City's two pension funds - Firefighters and Police Officers' Pension Trust Fund and the General Employees' Pension Trust Fund and additions to/deductions from the fiduciary net position of each plan have been determined on the same basis as they are reported by the Plans. Benefits and refunds of both plans are recognized using the completed transaction method. The City's plans are treated as fiduciary funds in the financial section of the financial statements. Employer and plan member contributions are recognized in the period that contributions are due. Investments are reported at fair value. The aggregate pension expense for the year ended September 30, 2023 was $88,849,640 for the Firefighters and Police Officers' Pension Fund and $57,534,148 for the General Employees' Pension Plan. Details on the pension expense for the City's plans are discussed further in this note. Separate audited financial statements are issued for the Firefighters and Police Officers' Pension Trust Fund. Copies of that report may be obtained from the City's Accounting Division offices at 306 East Jackson Street, Tampa, Florida. No separate audited financial statement is issued for the General Employees' Pension Trust Fund. Investments in the two plan funds are reported at fair value according to the independent custodian for each plan and the independent money managers of the assets in each plan using various third-party pricing sources. Short-term investments are reported at fair value. Contribution Requirements and Contributions Made City policy and Florida Statutes govern the City and employee contribution requirements for both funds. The City's contribution to the General Employee Fund is an actuarially determined periodic amount that changes gradually over time so that sufficient assets will be available to pay benefits when due. The employees' contribution rate for this fund is currently 7% of gross pay for employees hired before October 1, 1981 and no contribution for employees hired on or after October 1, 1981. The City's contribution to the Firefighters and Police Fund is an actuarially determined periodic amount that is a minimum of 134% of a portion of the employee contribution. The employees' contribution to the fund A-25 uses a progressive scale (full scale contribution rate) that ranges from 6% to 25% of earnings, which may be discounted by the actuary. Members who have entered the DROP program for either fund do not make contributions during their DROP participation period. The State makes contributions from taxes on casualty insurance premiums. The State's contribution to the Firefighters and Police Fund for the year ended September 30, 2023 was $10,576,096. The City recognized these on-behalf payments from the State as revenues and expenditures in the governmental fund financial statements. Funded Status Another measure of the Funded Status of a defined benefit plan is the level of funding of the Accumulated Plan Benefits and Vested Benefits. Accumulated Plan Benefits are those future benefit payments that are attributable to employees' service rendered prior to the valuation date based on employees' actual pay histories (or estimates thereof). This measurement of benefits does not take into account the effect of potential future salary increases. Vested Benefits are those benefits which become non-forfeitable after 6 years of service or which are attributable to employee contributions. General Employees' Pension Fund 10/1/2022 10/1/2023 Actuarial Value of Assets $796,121,807 $797,770,711 Actuarial Present Value of Accumulated Plan Benefits Total Vested Benefits $831,365,768 $877,689,414 Percent Funded 95.8% 90.9% Total Actuarial Present Value of Accumulated Plan Benefits $840,898,787 $887,987,021 Percent Funded 94.7% 89.8% Source: General Employees' Actuarial Report as of October 1, 2023. Firefighters and Police Officers Pension Fund (Base Plan Only) 10/1/2022 10/1/2023 Actuarial Value of Assets $1,384,593,809 $1,471,725,926 Actuarial Present Value of Accumulated Plan Benefits Total Vested Benefits $1,461,610,098 $1,553,021,991 Percent Funded 94.7% 94.8% Source: Firefighters and Police Actuarial Report as of October 1, 2023. A-26 Firefighters and Police Officers Pension Fund (Base Plan Only) 10/1/2022 10/1/2023 Market Value of Assets $1,153,828,174 $1,486,932,333 Actuarial Present Value of Accumulated Plan Benefits Total Vested Benefits $1,461,610,098 $1,553,021,991 Percent Funded 78.9% 95.7% Source: Firefighters and Police Actuarial Report as of October 1, 2023. Actuarial Methods and Significant Assumptions General Employees Fund Firefighters and Police Fund Valuation date October 1, 2023 October 1, 2023 Actuarial cost method Entry age, normal Entry age, normal Amortization method Level Percentage Level percent, closed 30 years plan changes Remaining amortization period 30 years assumptions and methods, 15 years for actuarial gains and losses Asset valuation method Weighted five-year asset smoothing Actuarial value Actuarial assumptions: Investment rate of return 7.25% 8.5% Projected salary increases 4.5% 12% to 5% for Firefighters 8% to 4% for Police Officers Inflation 2.5% 3% Cost of living adjustments 2.2% for employees hired before October 1, 1981, and 1.2% for employees hired on or after October 1, 1981 None See "INVESTMENT CONSIDERATIONS" in the body of this Official Statement for a discussion of COVID-19 and its possible impacts on the City. It is possible that in the future net pension fund liability could increase as a result of the downward trend in stock market performance as a result of COVID-19. EMPLOYEE RELATIONS The City currently maintains 4,575 full-time equivalent positions (excluding vacancies). Under the Constitution of the State, employees have the right to join together for the purposes of collective bargaining; however, strikes by municipal employees, under any conditions, are prohibited by the Florida Constitution. Currently, the City has four (4) active collective bargaining agreements which have a three-year term and are set to expire on September 30, 2025. The total collective bargaining membership is 3,589 or 78.4% of the full-time equivalent positions. A-27 OTHER POST-EMPLOYMENT BENEFIT PLAN GASB 74 and 75 reflect the accounting and financial reporting standards for other postemployment benefits other than pension ("OPEB"). GASB 74 is for OPEB plans that are dedicated to trusts and assets. Since the City of Tampa does not have this type of trust, GASB 74 does not apply. GASB 75 is for Employers that sponsor OPEB plans. The City of Tampa does follow GASB 75. Plan Description The Post-Employment Health Care Benefits Plan is a single-employer defined benefit plan administered by the City. Pursuant to the provisions of Section 112.0801, Florida Statutes, former employees and eligible dependents who retire from the City may continue to participate in the City's health and hospitalization plan for medical and prescription drug coverages. These retirees are completely responsible for payment of their insurance premiums and the City does not contribute toward this payment. However, the City subsidizes the premium rates paid by retirees by allowing them to participate in the plans at blended group (implicitly subsidized) premium rates for both active and retired employees. These rates provide an implicit subsidy for retirees because, on an actuarial basis, their current and future claims are expected to result in higher costs to the plan on average than those of active employees. Medicare eligible retirees are required to enroll in the Federal Medicare program for their primary coverage as soon as they are eligible. Funding Policy For the Post-Employment Health Care Benefits Plan, contribution requirements of the City are established and may be amended through recommendations of the City's Insurance Committee. The City has not advance-funded or established a funding methodology for the annual OPEB Total Liability costs or the Net OPEB Liability. As of September 30, 2022, there were 347 inactive members or beneficiaries receiving benefits and 4,444 active plan members. The contributions made to the program are assumed to be the benefits paid to retirees and administrative expense. Annual OPEB Expense and Changes in Total OPEB Liability The following table shows the City's annual OPEB expense for the year, the amount actually contributed to the plan, and changes in the City's total OPEB liability for the Fiscal Year ended September 30, 2023. Components of OPEB Expense For the Fiscal Year Ended September 30, 2023 Service Cost $4,437,426 Interest 3,486,742 Current Year Amortization of Experience Difference 21,900 Current Year Amortization of Change in Assumption 1,081,754 Total Expense $9,027,822 A-28 Change in Total OPEB Liability For the Fiscal Year Ending September 30, 2023 As of September 30, 2022 $70,312,513 Changes for the Year Service Cost 4,437,426 Interest 3,486,742 Changes of Assumptions (593,469) Benefit Payments (3,344,213) Net Change in Total OPEB Liability 3,986,486 Total OPEB Liability – Beginning, Oct. 1st 70,312,513 As of September 30, 2023 $74,298,999 Source: City of Tampa, Other Post-Employment Benefit Program, GASB 75 Disclosure, as of September 30, 2023. Funded Status and Funding Progress As of September 30, 2023, the total OPEB liability for benefits was $74,298,999. The covered payroll (annual payroll for active participating employees) was $441,414,696 for the Fiscal Year ended September 30, 2023, and the ratio of total OPEB liability to the covered payroll was 16.83%. The following table illustrates the changes in total OPEB liability for two years: Schedule of Changes in OPEB Liability and Related Ratios For the Fiscal Year Ending September 30, 2023 2022 2021 Service Cost $4,437,426 $5,533,592 $5,534,058 Interest 3,486,742 1,935,307 1,649,483 Differences Between Expected and Actual Experiences - (488,336) - Changes in Assumptions (593,469) (9,348,367) (1,880,442) Benefit Payments (3,344,213) (2,839,633) (2,641,519) Changes of Benefit Terms - - (62,265,334) Net Change in Total OPEB Liability 3,986,486 (5,207,437) (59,603,754) Total OPEB Liability - Beginning 70,312,513 75,519,950 135,123,704 Total OPEB Liability - Ending 74,298,999 70,312,513 $75,519,950 Covered Employee Payroll 441,414,696 383,499,139 367,622,028 Total OPEB Liability as a percentage of Covered Employee Payroll 16.83% 18.33% 20.54% Discount Rate Used 4.87% 4.77% 2.43% Note to Schedule: This schedule is presented to illustrate the requirements to show information for 10 years. However, until a full 10-year trend is compiled, the City is showing a three-year presentation. A-29 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment and termination, mortality, and the healthcare cost trends. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Projections of benefits for financial reporting purposes are based on the substantive plan provisions, as understood by the employer and participating members, and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and participating members. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. Actuarial Assumptions Inflation Rate 2.50% Salary Increase Rate(s) Varies by Service Discount Rate 4.87% Initial Trend Rate 7.25% Ultimate Trend Rate 4.00% Years to Ultimate 52 Mortality Rates Based on Pub-2010 Mortality Tables PROPERTY TAX REFORM Non-Ad Valorem Revenues do not include ad valorem tax revenues. Ad valorem revenues have historically been used, at least in part, by the City for payment of services and programs which are essential government services or which are legally mandated by applicable law. Therefore, a decrease in ad valorem tax revenues may in turn increase the amount of Non-Ad Valorem Revenues required for payment of services and programs which are essential government services or which are legally mandated by applicable law and thereby reduce the amount of Non-Ad Valorem Revenues available to be budgeted and appropriated to satisfy the obligation of the City under the Bond Resolution. The City has provided the following discussion of property tax reform in the State of Florida, to illustrate the various initiatives put forth by the State Legislature and their respective impact, if any, on the City's financial and budgetary matters. General. During recent years, various legislative proposals and constitutional amendments relating to ad valorem taxation and revenue limitation have been introduced in the State. Many of these proposals sought to provide for new or increased exemptions to ad valorem taxation, limit the amount of revenues that local governments could generate or otherwise restrict the ability of local governments in the State to levy ad valorem taxes at recent, historical levels. There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon the City or either of its finances. Several Constitutional and Legislative amendments affecting ad valorem taxes have been approved by voters in the past including the following: A-30 Limitation on Increase in Assessed Value of Property. The State Constitution limits the increases in assessed just value of homestead property to the lower of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. The accumulated difference between the assessed value and the just value is known as the "Save Our Homes Benefit." Further, any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status; new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead; and changes, additions, reductions or improvements to the homestead shall initially be assessed as provided for by general law. Owners of homestead property may transfer up to $500,000 of their Save Our Homes Benefit to a new homestead property purchased within three years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. For all levies other than school district levies, assessment increases for specified non homestead real property may not exceed ten percent (10%) of the assessment for the prior year. This assessment limitation is, by its terms, to be repealed effective January 1, 2019; however, the legislature by joint resolution approved an amendment abrogating such repeal, which was approved by the electors in the November 6, 2018 general election and went into effect January 1, 2019. Constitutional Exemptions. Certain exemptions from property taxes have been enacted. Constitutional exemptions include, but are not limited to, property owned by a municipality and used exclusively by it for municipal or public purposes, certain household goods and personal effects to the value fixed by general law, certain locally approved community and economic development ad valorem tax exemptions to new businesses and expansions of existing businesses, as defined by general law and historic preservation ad valorem tax exemptions to owners of historic properties, $25,000 of the assessed value of property subject to tangible personal property tax, the assessed value of solar devices or renewable energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation, subject to limitations provided by general law, and certain real property dedicated in perpetuity for conservation purposes, including real property encumbered by perpetual conservation easements or by other perpetual conservation protections, as defined by general law. Exempt Entities/Exempt Purposes. The State Constitution provides that all property owned by a municipality and used exclusively by it for municipal or public purposes shall be exempt from taxation. A municipality, owning property outside the municipality, may be required by general law to make payment to the taxing unit in which the property is located. Such portions of property as are used predominantly for educational, literary, scientific, religious or charitable purposes (exempt purposes) may be exempted by general law from taxation. State law provides that all property owned by an exempt entity, including educational institutions, and used exclusively for exempt purposes shall be totally exempt from ad valorem taxation and all property owned by an exempt entity, including educational institutions, and used predominantly for exempt purposes (at least 50%) shall be exempted from ad valorem taxation to the extent of the ratio that such predominant use bears to the nonexempt use. A-31 Household Goods and Personal Effects. The State Constitution provides that there shall be exempt from taxation, cumulatively, to every head of a family residing in the State, household goods and personal effects to the value fixed by general law, not less than one thousand dollars and to every widow or widower or person who is blind or totally and permanently disabled, property not less than five hundred dollars. State law exempts from taxation to every person residing and making his or her permanent home in the State, all household goods and personal effects and exempt property up to the value of $5,000 of every widow, widower, blind person, or totally and permanently disabled person who is a resident of the State. Economic Development. The State Constitution provides that any county or municipality may, for the purpose of its respective tax levy and subject to the State Constitution and general law, grant community and economic development ad valorem tax exemptions to new businesses and expansions of existing businesses, as defined by general law. Such an exemption may be granted only by ordinance of the county or municipality, and only after the electors of the county or municipality voting on such question in a referendum authorize the county or municipality to adopt such ordinance. An exemption so granted shall apply to improvements to real property made by or for the use of a new business and improvements to real property related to the expansion of an existing business and shall also apply to tangible personal property of such new business and tangible personal property related to the expansion of an existing business. The amount or limits of the amount of such exemption shall be specified by general law (up to 100% in certain circumstances) and the period of time for which such exemption may be granted to a new business or expansion of an existing business shall be determined by general law. State law provides that the authority to grant such exemption shall expire ten years from the date of approval by the electors of the county or municipality, and may be renewable by referendum as provided by general law and that exemptions may be granted for up to 10 or 20 years depending on the use of the applicable facility. This exemption does not apply to the levy of taxes for the payment of bonds (such as the Bonds). The City has not enacted an ordinance for this exemption. Historic Preservation. The State Constitution provides that any county or municipality may, for the purpose of its respective tax levy and subject to the provisions of the State Constitution and general law, grant historic preservation ad valorem tax exemptions to owners of historic properties. This exemption may be granted only by ordinance of the county or municipality. The amount or limits of the amount of this exemption and the requirements for eligible properties must be specified by general law. State law provides that such exemption may be for an amount up to 50% of the assessed value of the property. The period of time for which this exemption may be granted may continue until the ordinance is repealed or the property no longer qualifies for the exemption. This exemption does not apply to the levy of taxes for the payment of bonds (such as the Bonds). The City has enacted an ordinance granting the exemption described in this paragraph. Tangible Personal Property and Solar Devices. The State Constitution provides that by general law and subject to conditions specified therein, $25,000 of the assessed value of property subject to tangible personal property tax shall be exempt from ad valorem taxation. Effective January 1, 2018 through December 31, 2037, the assessed value of solar devices or renewable energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation, subject to limitations provided by general law. Property Dedicated In Perpetuity for Conservation. The State Constitution provides that there shall be granted an ad valorem tax exemption for certain real property dedicated in perpetuity for A-32 conservation purposes, including real property encumbered by perpetual conservation easements or by other perpetual conservation protections, as defined by general law. Homestead Exemption. In addition to the exemptions described above, the State Constitution also provides for a homestead exemption. Every person who has the legal title or beneficial title in equity to real property in the State and who resides thereon and in good faith makes the same his or her permanent residence or the permanent residence of others legally or naturally dependent upon such person is eligible to receive a homestead exemption of up to $50,000. The first $25,000 applies to all property taxes, including school district taxes. The additional exemption, up to $25,000, applicable to the assessed value of the property between $50,000 and $75,000, applies to all levies other than school district levies. A person who is receiving or claiming the benefit of an ad valorem tax exemption or a tax credit in another state where permanent residency, or residency of another legally or naturally dependent upon the owner, is required as a basis for the granting of that ad valorem tax exemption or tax credit is not entitled to the homestead exemption. In addition to the general homestead exemption described in this paragraph, the following homestead exemptions are authorized by State law. Millage Rollback Legislation. In 2007, the State Legislature adopted a property tax plan which significantly impacted ad valorem tax collections for State local governments (the "Millage Rollback Legislation"). One component of the Millage Rollback Legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 Fiscal Year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in Fiscal Year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the Rollback Legislation also limited how much the aggregate amount of ad valorem tax revenues may increase in future Fiscal Years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. Certain Persons 65 and Older. A board of county commissioners or the governing authority of any municipality may adopt an ordinance to allow an additional homestead exemption of, (1) $50,000 for a person who has the legal or equitable title to real estate that is age 65 or older, and their household income does not exceed the statutory income limitation, and (2) the assessed value of the property for a person who has the legal or equitable title to real estate with a just value less than $250,000, as determined in the first tax year that the owner applies and is eligible for the exemption, and who has maintained thereon the permanent residence of the owner for at least 25 years, who has attained age 65, and whose household income does not exceed the statutory income limitation. The statutory income limitation is $20,000 and is adjusted annually by the percentage change in the average cost-of-living index in the period January 1 through December 31. The City has not enacted an ordinance for this exemption. Deployed Military Personnel. The State Constitution provides that by general law and subject to certain conditions specified therein, each person who receives a homestead exemption who was a member of the United States military or military reserves, the United States Coast Guard or its reserves, or the Florida National Guard; and who was deployed during the preceding calendar year on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature shall receive an additional exemption equal to a percentage of the taxable value of his or her homestead property. The applicable percentage shall be calculated as the number of days during the preceding calendar year the person was deployed on active duty outside the continental United States, A-33 Alaska, or Hawaii in support of military operations designated by the legislature divided by the number of days in that year. Certain Active-Duty Military and Veterans. A military veteran who was honorably discharged, is a resident of the State, and who is disabled to a degree of 10% or more because of misfortune or while serving during wartime may be entitled to a $5,000 reduction in the assessed value of his or her property. This exemption is not limited to homestead property. A military veteran who was honorably discharged with a service-related total and permanent disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available to disabled veterans confined to wheelchairs. Under certain circumstances, the veteran's surviving spouse may be entitled to carry over these exemptions. Disabled Veterans. The State Constitution allows veterans that are age 65 or older and partially or totally permanently disabled to receive a discount from the ad valorem tax on homestead property that the veteran owns and resides in if, (1) the disability was combat-related, (2), the veteran was honorably discharged upon separation from military service, and (3) the discount is in a percentage equal to the percentage of the veteran’s permanent, service-connected disability as determined by the United States Department of Veterans Affairs. In addition, veterans 65 or older who are partially or totally permanently disabled may receive a discount from tax on homestead property if the disability was combat related and the veteran was honorably discharged upon separation from military service. The discount is a percentage equal to the percentage of the veteran's permanent, service-connected disability as determined by the United States Department of Veteran's Affairs. The City has not enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. Surviving Spouse of Veterans. A Surviving Spouse of a veteran who died from service while on active duty as a member of the United Stated Armed Forces allows the same ad valorem tax discount on homestead property for combat-disabled veterans age 65 or older to transfer to the surviving spouse of a veteran receiving the discount if the surviving spouse holds the legal or beneficial title to the homestead, permanently resides thereon, and does not remarry. The amendment was approved by voters on November 3, 2019 and such amendment took effect on January 1, 2021. Certain Totally and Permanently Disabled Persons. Real estate used and owned as a homestead by a quadriplegic, less any portion used for commercial purposes, is exempt from all ad valorem taxation. Real estate used and owned as a homestead by a paraplegic, hemiplegic, or other totally and permanently disabled person, who must use a wheelchair for mobility or who is legally blind, is exempt from taxation if the gross household income is below statutory limits. Survivors of First Responders. Any real estate that is owned and used as a homestead by the surviving spouse of a first responder (law enforcement officer, correctional officer, firefighter, emergency medical technician or paramedic), who died in the line of duty may be granted a total exemption on homestead property if the first responder and his or her surviving spouse were permanent residents of the State on January 1 of the year in which the first responder died. Save Our Homes Portability Affected by Storm Damage (SOH). Owners of homestead property that was significantly damaged or destroyed as a result of a named tropical storm or hurricane can elect to have the property deemed abandoned if the owner establishes a new homestead by January 1 of the A-34 second year immediately following the storm or hurricane. This will allow the owner of the homestead property to keep their SOH benefit if they move from the significantly damaged or destroyed property to establish a new homestead by the end of the year following the storm. Property Tax Relief for Natural Disasters. In light of the recent natural disasters, the state legislature created a property tax relief credit for homestead parcels on which certain residential improvements were damaged or destroyed by a hurricane that occurred in 2016 or 2017, namely hurricanes Hermine, Matthew, and Irma. If the residential improvement is rendered uninhabitable for at least 30 days due to a hurricane that occurred during the 2016 or 2017 calendar year, taxes initially levied in 2019 may be abated. Due to this reduction in ad valorem tax revenue, the legislature is required to appropriate funds to offset the deficit in certain taxing jurisdictions. Recent Amendments Relating to Ad Valorem Taxation. In the 2016 legislative session, several amendments were passed affecting ad valorem taxation, including classification of agricultural lands during periods of eradication or quarantine, deleting requirements that conservation easements be renewed annually, providing that just value of real property shall be determined in the first tax year for income restricted persons age 65 or older who have maintained such property as their permanent residence for at least 25 years, authorizing a first responder who is totally and permanently disabled as a result of injuries sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead property, revising procedures with respect to assessments, hearings and notifications by the value adjustment board, and revising the interest rate on unpaid ad valorem taxes. During the 2018 State legislative session, the State Legislature passed House Joint Resolution 7001, proposing an amendment to the State Constitution providing that no state tax or fee may be imposed, authorized, raised by the State Legislature, or authorized by the State Legislature to be raised, except through legislation approved by two-thirds of the membership of each house of the State Legislature (the "Supermajority Amendment"). The Supermajority Amendment applies the same two-thirds approval requirement to decreasing or eliminating any state tax or fee exemption or credit. The Supermajority Amendment also required that any proposed state tax or fee imposition, authorization or increase must be contained in a separate bill that contains no other subject. The text of the Supermajority Amendment provided that such amendment would not apply to any tax or fee imposed by, or authorized to be imposed by, a county, municipality, school board, or special district. In the November 2018 General Election, voters approved the Supermajority Amendment to the State Constitution. Although the Supermajority Amendment does not subject local taxes and fees to the stricter voting requirement, local governments could be adversely impacted during recessionary economic environments if State lawmakers are unable to raise taxes. During the 2020 State legislative session, a constitutional amendment was proposed by the State Legislature which would extend the discount on ad valorem taxes provided to certain honorably discharged veterans to their spouses (the "Surviving Spouse Exemption"). Specifically, the Surviving Spouse Exemption allows the same ad valorem tax discount on homestead property for combat-disabled veterans age 65 or older to transfer to the surviving spouse of a veteran receiving the discount if the surviving spouse holds the legal or beneficial title to the homestead, permanently resides thereon, and does not remarry. The amendment was approved by voters on November 3, 2019 and such amendment took effect on January 1, 2021. During the 2020 State legislative session, a constitutional amendment was proposed by the State Legislature which would extend the period for a homestead property owner to transfer the Homestead Assessment Differential to a new homestead from two years to three years (the "Portability A-35 Amendment"). Specifically, the Portability Amendment allows a homeowner who establishes a new homestead as of January 1 to have the new homestead assessed at less than just value if the homeowner received a prior homestead exemption as of January 1 of any of the immediately preceding three years. The Portability Amendment was approved by voters on November 3, 2019 and such amendment took effect on January 1, 2021. Additionally, the 2021 legislative session House Bill 7061 ("HB 7061") was passed and signed into law by the Governor which included certain provisions which apply to property taxes, including: (i) increasing a property tax discount from 50% to a full exemption for certain multifamily projects that provide affordable housing to low-income families; (ii) clarified the application of an exemption from ad valorem taxation for portions of property used for charitable, religious, scientific, or literary purposes; (iii) provided property tax relief for elevation of certain properties vulnerable to flooding; (iv) allowed certain transfers of property without loss of homestead protection; (v) provided tax exemptions for property used by an educational institution for educational purposes; (vi) required the tax collector to accept late payments on the first installment of prepaid property taxes, and removed the late payment penalty for those payments; and (vii) removes the requirement for certain hospitals to report charitable services. During the 2022 State legislative session, State House Bill 7071 was passed by the Senate and the House and signed into law by the Governor. This law contains provisions for tax relief and changes to tax policy including, but not limited to, the following: providing property tax relief for residential property rendered uninhabitable for 30 days or more due to a catastrophic event; providing property tax relief for property owners affected by the sudden and unforeseen collapse of a residential building; increasing the widows, widowers, blind, or totally and permanently disabled property tax exemption from $500 to $5,000; providing an alternative assessment methodology for land used in the production of aquaculture products; clarifying the extent of the homestead exemption on classified lands; updating the qualifying operations for the deployed service member property tax exemption; and providing alternative dates from which to calculate the 15-year required term of an affordable housing agreement for establishing qualification for a property tax exemption. This law took effect on July 1, 2022. Further, State House Bill 777 was passed by the Senate and the House, which would require a local government seeking voter approval to levy certain optional local taxes to be held at a general election. The bill applies to the following local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes levied by a children's services independent special district; county, municipal and school district voted millage increase and local option fuel taxes and took effect on October 1, 2022. Future Amendments Relating to Ad Valorem Taxation. Historically, various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed valuation of certain types of property or have otherwise restricted the ability of local governments in the State to levy ad valorem taxes at then current levels. During the 2024 State Legislative session, the Florida Legislature passed House Joint Resolution 7017 (HJR 7017"). HJR 7017 amends Article VII, Section 6(a) of the State Constitution requiring an annual adjustment for inflation to the value of current or future homestead exemptions that applies to non- school taxes. HJR 7017 will be placed on the ballot at the November 2024 general election. If approved by 60% of the electors voting on the measures, the joint resolution would take effect on January 1, 2025. The amendment would result in annual increases in the homestead exemption applicable to certain A-36 properties that would reduce ad valorem tax collections. HJR 7017 would apply only to ad valorem taxes other than school district taxes. Executive Orders Related to Ad Valorem Taxation On October 20, 2022, Governor DeSantis signed Executive Order 22-242 that extended property tax payment deadlines for real property owners including personal homes and commercial property whose property was destroyed or otherwise rendered uninhabitable due to Hurricane Ian and located in one of the 26 counties (Lee County included) designated by Federal Emergency Management Agency. Ad valorem taxes and non-ad valorem assessments levied in 2022 shall be due and payable on January 1, 2023. Taxes and non-ad valorem assessments shall become delinquent on June 1, 2023. In addition, all dates or time periods, and their associated provisions, relative to the collection of, or administrative procedures regarding, delinquent taxes and non-ad valorem assessments, including but not limited to the sale of tax certificates, are similarly extended based on the June 1, 2023, delinquency date in accordance with Section 197.333, Florida Statutes. The City has not been materially financially impacted by the Executive Order. APPENDIX B ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 [THIS PAGE INTENTIONALLY LEFT BLANK] A 'I a F RESILIENT TAMPA».* i » Hli T-l J 65 Florida Fiscal Year 2023 October 1,2022 through September 30,2023 a- ANNUAL COMPREHENSIVE FINANCIAL REPORT TAMPa H PE rr^- K3I ** Sfra> •<«. k 1 JJ If ^30. Jill»?i -a I I I 1 Blf 7! (This page intentionally left blank.) B-1 Annual Comprehensive Financial Report of the CITY OF TAMPA, FLORIDA for the Fiscal Year Ended September 30, 2023 Jane Castor Mayor Dennis R. Rogero, Jr., CGFO Chief Financial Officer Lee Huffstutler, CPA Chief Accountant Prepared by the Department of Revenue and Finance Please visit us at https://www.tampagov.net (This page intentionally left blank.) B-2 Table of Contents INTRODUCTORY SECTION Letter of Transmittal..................................................................................................................................................................... 1 Government Finance Officers Association (GFOA) Certificate of Achievement for Excellence in Financial Reporting............... 13 Mayor of Tampa and Organization Chart..................................................................................................................................... 15 Tampa City Council Members...................................................................................................................................................... 17 FINANCIAL SECTION Independent Auditor's Report...................................................................................................................................................... 21 Management’s Discussion and Analysis...................................................................................................................................... 27 Basic Financial Statements: Government-wide Financial Statements: Statement of Net Position....................................................................................................................................................... 47 Statement of Activities............................................................................................................................................................ 48 Fund Financial Statements: Balance Sheet – Governmental Funds................................................................................................................................... 55 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position............................................. 56 Statement of Revenues, Expenditures, and Changes in Fund Balances – Governmental Funds.......................................... 57 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities................................................................................................................................................. 58 Statement of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual – General Fund.................... 59 Statement of Net Position – Proprietary Funds...................................................................................................................... 65 Statement of Revenues, Expenses, and Changes in Fund Net Position – Proprietary Funds............................................... 67 Statement of Cash Flows – Proprietary Funds....................................................................................................................... 69 Statement of Fiduciary Net Position – Fiduciary Funds.......................................................................................................... 75 Statement of Changes in Fiduciary Net Position – Fiduciary Funds....................................................................................... 77 Notes to the Financial Statements............................................................................................................................................... 83Required Supplementary Information: Schedule of Changes in Other Post-Employment Benefits (OPEB) Liability and Related Ratios............................................... 171 Schedule of Investment Returns................................................................................................................................................. 173 Schedules of Changes in the Net Pension Liability and Related Ratios..................................................................................... 175 Schedules of Contributions......................................................................................................................................................... 181Combining and Individual Fund Financial Statements and Schedules: Combining Balance Sheet – General Fund ............................................................................................................................... 187 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – General Fund....................................... 189 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Budget and Actual – General Fund........................... 191 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Budget and Actual – Utility Services Tax Fund......... 193 Combining Balance Sheet – Nonmajor Governmental Funds.................................................................................................... 195 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds........... 197 Combining Balance Sheet – Nonmajor Governmental Funds – Special Revenue Funds.......................................................... 201 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds – Special Revenue Funds........................................................................................................................................................ 205 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Budget and Actual – Nonmajor Governmental Funds – Special Revenue Funds.......................................................................................................................................... 209 i Table of Contents (Continued) Combining Balance Sheet – Nonmajor Governmental Funds – Debt Service Funds................................................................. 219 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds – Debt Service Funds............................................................................................................................................................... 221 Combining Balance Sheet – Nonmajor Governmental Funds – Capital Projects Funds............................................................ 225 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds – Capital Projects Funds........................................................................................................................................................... 229 Combining Statement of Net Position – Nonmajor Enterprise Funds......................................................................................... 237 Combining Statement of Revenues, Expenses, and Changes in Fund Net Position – Nonmajor Enterprise Funds.................. 239 Combining Statement of Cash Flows – Nonmajor Enterprise Funds.......................................................................................... 241 Combining Statement of Net Position – Internal Service Funds................................................................................................. 247 Combining Statement of Revenues, Expenses, and Changes in Fund Net Position – Internal Service Funds.......................... 249 Combining Statement of Cash Flows – Internal Service Funds.................................................................................................. 251 Combining Statement of Fiduciary Net Position – Pension Trust Funds.................................................................................... 257 Combining Statement of Changes in Fiduciary Net Position – Pension Trust Funds................................................................. 259 Combining Statement of Fiduciary Net Position – Custodial Funds........................................................................................... 261 Combining Statement of Changes in Fiduciary Net Position – Custodial Funds........................................................................ 263 Other Supplemental Information: Deepwater Horizon British Petroleum (BP) Settlement: Schedule of Receipts and Expenditures of Funds Related to the Deepwater Horizon Settlement......................................... 269 U.S. Classic Courthouse: Schedule of Revenues and Expenditures.............................................................................................................................. 273 STATISTICAL SECTION Net Position by Component – Last Ten Fiscal Years.................................................................................................................. 279 Changes in Net Position – Last Ten Fiscal Years....................................................................................................................... 280 Fund Balances of Governmental Funds – Last Ten Fiscal Years............................................................................................... 282 Changes in Fund Balances of Governmental Funds – Last Ten Fiscal Years............................................................................ 283 Governmental Activities Tax Revenues by Source – Last Ten Fiscal Years.............................................................................. 285 Assessed Value and Estimated Actual Value of Taxable Property – Last Ten Fiscal Years....................................................... 286 Property Tax Rates (Millage) – Direct and Overlapping Governments – Last Ten Fiscal Years................................................ 287 Principal Property Taxpayers – Current Year and Nine Years Ago............................................................................................ 288 Property Tax Levies and Collections – Last Ten Fiscal Years.................................................................................................... 289 Ratios of Outstanding Debt by Type – Last Ten Fiscal Years.................................................................................................... 290 Direct and Overlapping Governmental Activities Debt................................................................................................................ 291 Legal Debt Margin Information – Last Ten Fiscal Years............................................................................................................. 292 Demographic and Economic Statistics – Last Ten Fiscal Years................................................................................................ 293 Principal Employers – Current Year and Nine Years Ago........................................................................................................... 294 Full-Time Equivalent City Employees by Function – Last Ten Fiscal Years............................................................................... 295 Operating Indicators by Function – Last Ten Fiscal Years......................................................................................................... 296 Capital Asset Statistics by Function – Last Ten Fiscal Years..................................................................................................... 297 ii B-3 Table of Contents (Continued) CONTINUING DISCLOSURE SECTION Sales Tax Bonds - Community Investment Tax.......................................................................................................................... 303 Utilities Services Tax Revenue Bonds........................................................................................................................................ 307 Non-Ad Valorem Revenue Bonds, Tampa Sports Authority Special Purpose Bonds, and Gulf Breeze Loan............................................................................................................................................... 309 Special Assessment Revenue Bonds......................................................................................................................................... 318 Water and Sewer Systems Revenue Bonds............................................................................................................................... 324 SINGLE AUDIT SECTION Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Governmental Auditing Standards............................... 349 Independent Auditor's Report on Compliance for each Major Federal Program and Major State Project and on Internal Control over Compliance and Report on Schedule of Expenditures of Federal Awards and State Financial Assistance Required by the Uniform Guidance and Chapter 10.550, Rules of the Auditor General....................................................... 351 Schedule of Expenditures of Federal Awards and State Financial Assistance.......................................................................... 355 Notes to Schedule of Expenditures of Federal Awards and State Financial Assistance............................................................ 363 Schedule of Findings and Questioned Costs............................................................................................................................. 367 Independent Auditor's Management Letter................................................................................................................................. 369 Independent Accountant's Report on Compliance with Section 218.415, Florida Statutes........................................................ 373 Independent Accountant's Report on Compliance with Section 288.8017, Florida Statutes...................................................... 375 APPENDIX Tampa Historic Streetcar, Inc. iii (This page intentionally left blank.) B-4 Introductory Section The Introductory Section contains the following documents: Map of the City of Tampa Letter of Transmittal City of Tampa Statistical Information Certificate of Achievement - Government Finance Officers Association (GFOA) Mayor of Tampa/Organization Chart Tampa City Council Members 582 UniversitySquare Jacksonville s Orlando SulphurSpringspa TempleCrest 0 Riverbend —I EastTampaBusiness&Civic WellswoodPlazaTerrace DrewPark StadiumArea College Hill Club NorthYbor MacfarlanePark HistoricYbor I Z*wEast SideCo WestTampa PalmettoBeach Beach Park CulbreathBayou Beach ParkIsles. GolfviewCulbreathIsle? HydeParkVillageStoneyPoint•PortofTampa SunsetPark Palma Ceia Virginia Park \ \BaysideWest I I Gandy/Sun BaySouth BallastPoint; 1 NewTampa Nev^ampaI Interbay Pebble CreekWestMeadows [Heritage Isles] HillPortTampaCity [Hunter's.Greene; TampaPalmsNorth iHunter'sGreen HeatherDowns FtofWQOdlI III Mac DillAir Force Base I ToutCr»ek TampaPalms I I JJ o -60- 'lew Tampa below Temple Terrace Tampa Inn Airport Bel" Mar Shores! Belmar Gardens iWestshore I Palms CarverCity/ LincolnGardens Swann Estates PalmaCeia West [Armory OakfordPark[Gardens BayshoreBeautiful HomeownersAssociation*Inc. Palma CeiaPines BayshoreGardens Academyof the *HolyNames South Howard RiversideHeights HydeFPark! ‘reservation South SeminoleHeights TampaPalms- TheSanctuary TampaHeights YborHeights tampton Terrace East Tampa Seminole Heights East Jackson Heights [Rainbow IHeights ,TampaPalms- TheKensington EasternHeights Arbor IGreene] Grant Park CoryLakelsles*> lEastonParka North Bon Air ,MewSuburbBeautiful/ Old WestTampa iHarbourJkIsland/ Southeast SeminoleHeights Grand Hampton, [RowlettrPa*J HighlandPines North Hyde Park I Forest Hills[Neighborhood East Forest Hills North Tampa Community s iNorthview Hills McKay Bay cnCD u"> Tampa ndustrel Park TerracePark lbK'BarRanch ForestHills Community —— 5 TPOST3 OldSeminoleHeights UniversityofISouthFloridai the User Community Rivergrove Woodland__Terrace_ NortheastCommunity/^^Uve^Oaj^tjuar^^ Ta* Gray/"Bon Gables Bay Palmy Golf I ’omplefSou/FAO J MET JullanBLanaRiverfront/Park [RichmondIPlace1 -/fNew IITampaII _ NL.Ordnance Sup/ey,Esri Japan. Busch Sardens ampa Rj Florence^Villa/Beasley/ OakPark Crossing 5b FairOaks/ManhattanManor 7 1 West /[Riverside^IHeights I zTheMarina jbOfTampa Bowman.peig-ts^ EastYborHistoric Esri,HERE,Garmin,© OpenStreetMap contributors, and the GIS usercb'mmurut'y I •bidsV ^DavisIslandsXCivicAssociation] DowntownRlver/M[ArtsNeighborhoodIAssociation New bmb PanTampa Sources:Esri,HERE,Garmin, Intermap,increment PCorp., GEBCO.USGS,FAO, NPS, NRCAN,GeoBase,IGN,Kadaster Id Fl ’Ridgewood West^JRiverI 1WestRiverfront^Neighborhood/[Chmewatch Association,Inc. r Jj’arklantHisTates^X [HistoricIHydelIPark* Ef|VJewryParkCentral akp-Leto /_New Tan^^j ^VM Ybor 71.Encore lUniversityVIofTanip«i^r-Tampa fDowntownrlIHydeParkPartnership] Spanishtow “"1 CreekaWK B-5 Letter of Transmittal CITY OF TAMPA, FLORIDA March 13, 2024 To the Honorable Mayor Jane Castor, Members of City Council, and Citizens of the City of Tampa: It is our pleasure to submit this Annual Comprehensive Financial Report (ACFR) for the City of Tampa, Florida (the City) for the fiscal year ended September 30, 2023. The ACFR provides a comprehensive overview of the City's financial position and the results of operations for the past fiscal year and fulfills the requirements setforth by Florida Statutes Section 218.32, City Charter Article VII, Section 7.11 and Chapter 10.550, Rules of theAuditor General. These statutes and rules require all general-purpose local governments to publish a completeset of financial statements, each fiscal year, presented in conformity with Generally Accepted Accounting Principles in the United States (GAAP) and audited in accordance with auditing standards generally accepted in the United States by a firm of licensed certified public accountants. This ACFR consists of management's representations concerning the finances of the City of Tampa and theCity's management assumes full responsibility for the completeness and reliability of all the information presented in this report. The City's management has established a comprehensive internal control framework that is designed both to protect the City's assets from loss, theft, or misuse and to compile sufficient reliableinformation for the preparation of the City's financial statements in conformity with GAAP. Because the cost ofinternal controls should not exceed anticipated benefits, the City's comprehensive framework of internalcontrols has been designed to provide reasonable, rather than absolute, assurance that the financial statements will be free from material misstatement. As management, we assert that to the best of our knowledge and belief, this financial report is complete and reliable in all material respects. An annual financial audit, performed by independent certified public accountants, is required by FloridaStatutes. For Fiscal Year 2023, the independent audit was conducted by MSL CPAs & Advisors. The goal ofthe audit was to provide reasonable assurance that the financial statements of the City of Tampa, as of and for the fiscal year ended September 30, 2023, are free of material misstatements. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made by management, and evaluating theoverall financial statement presentation. The auditors expressed an opinion that the City's financial statementsas of and for the fiscal year ended September 30, 2023, are fairly stated in conformity with accounting principles generally accepted in the United States. This is the most favorable conclusion and is commonly known as an "unmodified" or clean opinion. The Independent Auditor's Report is presented as the first component of the Financial Section of this report. The independent audit of the City's financial statements included a federally mandated "Single Audit"designed to meet the special needs of Federal grantor agencies. The standards governing Single Auditengagements require the independent auditor to report not only on the fair presentation of the financialstatements, but also on the audited government's internal controls and compliance with legal requirements, with special emphasis related to and involving the administration of Federal Grant Awards. These reports are in a separate Single Audit Section of the ACFR. 1 GAAP requires that management provide a narrative introduction, overview, and analysis to accompany the basic financial statements in the form of Management's Discussion and Analysis (MD&A). This Letter of Transmittal is designed to complement the MD&A and should be read in conjunction with it. The City's MD&A can be found immediately following the Independent Auditor's Report in the Financial Section. PROFILE OF THE CITY OF TAMPA History, Geographic Location and Population The City of Tampa is located on the west coast of Florida. The City occupies 113 square miles and serves apopulation of 398,173. Tampa is the third most populous City in Florida and is the largest City located in themetropolitan statistical area comprised of Hillsborough, Pinellas, Pasco, and Hernando counties, with over 3.5million residents. Tampa is nestled in the center of the region, approximately 30 miles from the Gulf of Mexico beaches to the west, 70 miles from Walt Disney World and Orlando to the northeast, approximately 200 miles northwest of Miami, 180 miles southwest of Jacksonville, and 20 miles northeast of St. Petersburg. Theregion’s natural environment includes miles of blue waterways, pristine beaches, brilliant sunlit skies, andexceptional weather. City Structure and Types of Services The City of Tampa has operated under a mayor-council form of government since 1945. The Mayor is responsible for administering the policies and ordinances of City Council, overseeing the day-to-day operationsof the City, preparing the annual budget, and submitting to City Council for approval, and nominatingdepartment heads for approval by the City Council. Legislative authority is vested in an elected City Councilconsisting of seven (7) members. The City Council is responsible, among other things, for passing ordinances, adopting the budget, appointing committee members, and approving department head nominees submitted by the Mayor. The Mayor and all seven City Council members are elected for a four (4) year term with a term limitof two (2) consecutive terms. The Mayor and three of the City Council members are elected-at-large and fourCity Council members are elected from individual districts within the geographic boundaries of the City ofTampa. The City of Tampa provides a full range of services, including police and fire protection; the construction ofstreets, and other public infrastructure; park and recreation facilities; convention accommodations; and parking,water, wastewater, and solid waste services. Component Units The City of Tampa is financially responsible for the legally independent Tampa Historic Streetcar, Inc., which is reported separately in the City's Basic Financial Statements. The City Council comprises the Board of the legally separate Community Redevelopment Agency (CRA) whose operations are considered part of theCity's operations. More information on these entities can be found on pages 204 and 208 in the SpecialRevenue Funds of the Nonmajor Governmental Funds, and in the Tampa Historic Streetcar, Inc. report locatedin the Appendix, herein. Budget Process The annual budget serves as the foundation for the City of Tampa's financial planning and control. The City maintains budgetary controls that ensure compliance with legal provisions embodied in the annual appropriatedbudget submitted by the Mayor and adopted by the City Council. All City departments are required to submitrequests for appropriation to the Mayor. The Mayor uses these requests as the basis for developing theproposed budget and presents the proposed budget to the City Council prior to August 15 for review. The City Council is required to conduct two (2) public hearings for the proposed budget and to adopt a final budget no later than September 30, the close of the City's fiscal year. The appropriated budget is adopted by the fundand department. Department heads may make transfers within a department; however, re-appropriation offunds between capital and operating accounts, and between departments, requires the approval of the City Council according to the City Charter. Budget-and-actual comparisons are provided in this report for each individual governmental fund for which an appropriated annual budget has been adopted. For the generalfund, (with the utility services tax special revenue fund combined) budget and actual comparisons arepresented on pages 59-60 as part of the Basic Financial Statements for the governmental funds. For all othergovernmental funds with appropriated annual budgets, budget-and-actual comparisons are presented in the Combining and Individual Fund Statements and Schedules Section. 2 B-6 Relevant Financial Policies The City's fiscal policies are reviewed and updated annually as part of the budgetary review process. Includedin the fiscal policies are policies relating to targeted fund balances, guidelines for investing, policies on theissuance of debt, and overall guidelines for financial and accounting practices, including the basic frameworkfor preparing the City’s operating and capital improvement budgets. ECONOMIC CONDITION AND OUTLOOK The information presented in the financial statements may be best understood when it is considered from thebroader perspective of the specific economic environment within which the City of Tampa operates. Local Economy The City continues its commitment to economic development. There is a focus on the City and region’seconomic leadership, stability, and most importantly, business opportunity. The City is smarter about how itconducts business, is more efficient and accessible to citizens, and continues to streamline its permitting process. City employees work hard every day to grow and retain existing businesses, attract new businesses, develop entrepreneurship, and make Tampa a more competitive City through a variety of initiatives, includingenhancing Workforce Development and Housing Affordability programs to ensure the City has the toolsnecessary to provide for all its residents across all neighborhoods and communities. The metropolitan statistical area (MSA) economic indicators for Tampa-St. Petersburg-Clearwater areexpected to show relatively high growth compared to other areas in Florida. According to the University ofCentral Florida’s Florida & Metro Forecast 2023-2026 from June 2023, population growth will average 1.3%annually, employment growth is expected to contract by 0.6% annually, and the unemployment rate is expected to average 4.5% through 2026. The unemployment rate for the MSA as of June 2023 is 2.6% per the U.S. Bureau of Labor Statistics. Major features of the economy include the Port of Tampa Bay, Tampa International Airport, a central businessdistrict, several professional sports teams, institutions of higher learning, museums, and other cultural facilities.The City's economy includes other professional and business services, tax abatement, trade, transportation, utilities, education, and health services. Air and Sea Travel The City of Tampa continues to be home to two (2) major economic engines in transportation – Port TampaBay and Tampa International Airport. Port Tampa Bay (the Port), a significant economic engine in the region,accounting for an economic impact of over $17 billion, provides more than 85,000 direct and indirect jobs and handles more than 32 million net tons of bulk cargo annually. June 2022 marked Port Tampa Bay’s 78thanniversary as a state-established commercial entity. The Port is one of the nation’s most diversifiedports. It is the petroleum and energy gateway for West/Central Florida, the largest steel port in Florida, one of the world’s premier fertilizer ports, a major cruise line homeport, and one of the largest shipbuilding and repair centers in the Southeast. An expanding container gateway, the Port has global connections, including weeklyservice to Asia via the expanded Panama Canal, Central/South America, and Mexico, and has on-dock coldstorage. Designed as a Foreign Trade Zone (FTZ No. 79), the Port is Florida’s largest cargo tonnage port. With its location on the west end of Florida’s Interstate 4 corridor, the Port is ideally located to supply in-state demands for construction materials, commodities, and consumer products. The Port added 25 acres of paved storage in the past year, bringing the total to 67 acres, and is about to break ground on another 30 acres, aswell as a third deep-water berth. Tampa International Airport (TIA) is a major international and domestic airport for the west-central region ofFlorida and is highly regarded for its efficiency and passenger convenience. During 2022, 21.5 million passengers enplaned and deplaned at the airport, which represents an increase of 18.8% compared to 2021. Internationally, TIA is currently offering nonstop flights to several desirable business or vacation destinationssuch as London, Zurich, Frankfurt, Toronto, Havana, Montego Bay, Punta Cana, and Cancun. TIA has addednonstop routes to more than 15 new markets since 2020, providing travelers with more direct options. 3 TIA is committed to designing, building, and implementing capital improvements and programs that are economically wise and environmentally and socially responsible. Over 30% of their fleet runs on alternative fuels such as compressed natural gas, hybrid-electric, or all-electric with a goal of over 70% running onalternative fuels. TIA provides EV charging stations for customers in all parking garages and at the Cell PhoneLot. As part of TIA’s sustainability efforts, the Hillsborough County Aviation Authority won a federal 100% Zero Emission Vehicle grant to purchase four electric buses and charging stations to be used by TIA to transport employees from the North Employee Parking Lot off Hillsborough Avenue to the Main Terminal and is in theprocess of procuring three additional electric buses. To accommodate TIA’s continued increase in passenger traffic, TIA officials began updating the airport’s Master Plan for the 3,300-acre campus. The master plan will allow the airport to serve 34 million passengers each year. The plan was divided into three phases, with Phase 2 anticipated to be completed in late 2024($1.36 billion between Phase 1&2). The master plan renovations include the expansion of the main terminal, anew automated people mover, and a new rental car center near the airport entrance. TIA also included a35-acre commercial development around the rental car center featuring an office building, convenience store with a gas station, hotel, and a commercial curb to accommodate transit and other ground transportation and connections to regional trail networks. The curbside expansion includes 16 new express lanes exclusively forpassengers without checked luggage. Already considered one of the most user-friendly airports in the world byfrequent flyers, the improvements have enhanced the airport’s reputation. Building Activity Tampa continues to grow and prosper. The City anticipates $17.9 million in construction permit andenhancement fee revenues throughout the fiscal year 2024. The level of construction permit revenues is theresult of an increase in new construction activity and home renovations. Employers in the Tampa Bay Area The Tampa Bay Area (including Tampa, St. Petersburg, and Clearwater) continues to be the home to a diverseset of industries and employers, including large company headquarters such as ALDI, Amazon, AMGEN,Ashley Global Retail, BayCare Health System, Bristol-Myers Squibb, Citigroup, Coca-Cola Beverages Florida,Jabil, Johnson & Johnson, HCA West Florida, Publix Supermarkets, Raymond James Financial, Sykes Enterprises, TECO Energy, Tech Data, and USAA. Professional Sports Teams The Tampa Bay area continues to be the proud home of several professional sports teams including theTampa Bay Lightning, Tampa Bay Buccaneers, Tampa Bay Rays, and Tampa Bay Rowdies. The City ofTampa also hosts the New York Yankees’ spring training each year at the City’s George M. Steinbrenner Field baseball stadium, and they celebrated their 28th Anniversary Season in Tampa in the spring of 2023. The Yuengling Center (formerly known as the University of South Florida USF Sun Dome) is located on thecampus of USF and is home to the National Collegiate Athletic Association’s USF Men’s and Women’sbasketball teams, USF volleyball team and is host to numerous concerts and events throughout the year. The Tampa Bay Buccaneers professional football team was the National Football League (NFL) Super BowlChampions in 2003 and 2021. The Tampa Bay Buccaneers and University of South Florida (USF) footballteams play their home games at Raymond James Stadium in Tampa. Raymond James Stadium underwentsubstantial renovations and upgrades to boast one of the most technologically advanced HD video systems. Raymond James Stadium hosted three Super Bowls: XXXV in 2001, XLIII in 2009, and Super Bowl LV in 2021. Raymond James Stadium serves as a premier large event venue hosting numerous sold-out musical concerts. In the heart of downtown Tampa, between the Tampa Convention Center and the Florida Aquarium, lies theAmalie Arena, one of the premier entertainment venues in the southeast. It is home to the Tampa Bay Lightning professional hockey team, who are the recipients of the President’s Trophy, two-time Conference Champions, four-time Division Champions, and 2004, 2020, and 2021 Stanley Cup Champions. The AmalieArena also hosts many concerts, family shows, and sporting events each year. The arena’s numerous eventsinclude the National Hockey League (NHL) All-Star Games, ACC, and SEC Men’s Basketball Tournaments, and the NCAA Women’s Final Four. 4 B-7 Tourism and Culture Providing endless opportunities to live, learn, work, and play, Tampa offers year-round cultural events and social activities for people of all ages and interests - everything from serene strolls along scenic BayshoreBoulevard, to paddle board/kayak nature tours, or the excitement of Ybor City. A variety of entertainmentactivities may be found in the City and surrounding areas including numerous parks, sunny beaches,restaurants with international cuisine, world-class golf courses, racquetball courts, saltwater fishing, tennis, and shopping. Major attractions in and around Tampa include Busch Gardens, The Florida Aquarium, and Zoo Tampa at Lowry Park. Cultural venues such as the Tampa Museum of Art, Tampa Bay History Center, andGlazer Children’s Museum capture the spirit, history, and creative value of Tampa. Walt Disney Worldincluding Hollywood Studios Theme Park, Universal Studios, and Sea World are all just over an hour’s drive tothe east. Two-thirds of the state’s major attractions lie within a 100-mile radius of Tampa. Tampa is home to numerous annual events and celebrations and unique cultural events. Gasparilla, Tampa’ssignature event for more than a century, pays homage to Tampa’s last great mythical buccaneer, Jose Gaspar.Gasparilla events begin in January with a pirate invasion and continue with celebrations through March. Festivities and activities for everyone include parades, marathons, art shows, music, and film festivals. The Gasparilla Parade of Pirates, along scenic Bayshore Boulevard, is the nation’s third-largest parade. Other annual events include the ReliaQuest, formerly the Outback Bowl, a college football bowl game played inJanuary, the Tampa Bay International Dragon Boat Festival, Tampa Riverfest, Tampa’s Downtown on Ice, andSantafest, Boom by the Bay, and the City’s Independence Day celebration which features family-friendly activities, live entertainment, and fireworks displays along Tampa’s waterfront. The Mayor’s Annual River O’Green Fest is Tampa’s official Saint Patrick’s Day event at Curtis HixonWaterfront Park. For the occasion, Tampa water crews transform the Hillsborough River to a bright shade ofgreen while residents and visitors enjoy a free family-friendly celebration including activities, games, and live entertainment. Higher Education Tampa offers a variety of post-secondary educational opportunities. Founded in 1953, The University ofSouth Florida (USF) is a high-impact global research university dedicated to student success, with threecampuses across the Tampa Bay Region. USF serves approximately 50,000 students and offers more than240 degrees at the undergraduate, graduate, specialty, and doctoral levels including the Doctor of Medicine. Since 2013, USF has been among the top U. S. public universities and the top 25 universities worldwide in generating new patents according to the National Academy of Inventors and the Intellectual Property Owners Association. The new USF Health Morsani College of Medicine and Heart Institute offers state-of-the-art training facilities. The Taneja College of Pharmacy and the Heart Institute provide superior medical education, clinical care, research to improve patient care, and health outcomes while transforming health education and pioneering discoveries to end heart disease. The new facility provides immediate access to Tampa General Hospital,USF’s primary teaching hospital, as well as proximity to USF’s Center for Advanced Medical Learning andSimulation (“CAMLS”) and the Tampa Bay Research and Innovation Center at CAMLS. The University of Tampa (UT) is a private university located on approximately 110 acres of prime riverfrontland in the heart of downtown Tampa. UT provides more than 200 fields of study including various graduate studies programs. UT is regarded as one of the nation’s best 384 institutions for undergraduate education by the Princeton Review. Only 15 percent of four-year colleges in the U.S. share this honor. U. S. News & WorldReport consistently ranks UT in the top tier of the category Regional Universities (South) and it was included asthe most innovative college for the year 2022. Since 2010, UT has been included in Forbes magazine’s annualranking of America’s Top Colleges. The list is based on factors such as educational quality, graduation rates, and career prospects. 5 Tampa is also home to the Tampa Law Center of the Stetson University College of Law, which is ranked No.1 by U. S. News in trial advocacy and No. 3 in legal writing, both vital skills for attorneys. Saint Leo University,just north of Tampa, has a center at MacDill Air Force Base and has been recognized as one of the top military-friendly colleges and universities.Hillsborough Community College (HCC) offers more than 190 academic options which include an array of business, technical, and health sciences. HCC has five (5) primary campus locations, two (2) satellite locations, a very active distance learning program, and a comprehensivecorporate training center. Tax Abatement Program The City of Tampa provides a State of Florida Tax Abatement Program designed to address the specific needsof current businesses looking to operate or expand in Florida. To meet the compliance requirements in the program of creating high-paying jobs, the City has budgeted $514,000 to assist the businesses in the program. These programs continue to have a positive impact, assist with creating and retaining jobs, and help the City tomaintain a diverse and resilient economy. MANAGEMENT AND BUDGET GOALS Strategic Goals: The City of Tampa’s mission is to deliver outstanding services to enhance the quality of life within thecommunity. Strategic Core - Financial Opportunities and Responsibilities The City will manage investing, fiscal analysis, budgeting, debt and asset management, accounting, and payrollfunctions; and establish, maintain, and enforce fiscal policies, practices, and procedures. The City will deliverfinancial services based on public sector best practices, encouraging improved services and processes, performance, and accountability. Responsibly manage the City’s finances and resources. The City will maintain structural balance by keeping recurring expenses in line with recurring revenues and maintaining high credit ratings to ensure lower borrowing costs. The City will also maintain strong reserves and fund balances for unforeseen needs andemergencies. Prepare for the City’s financial future. The City will periodically review and adjust rates, fees, and charges toreflect the cost of services and continue to promote excellence in budgeting and financial reporting. The Citywill develop and maintain long-range forecast models to measure the effectiveness of budgetary and financial decisions. Collaborate with City agencies and external partners to finance major development projects and ensure a financially sustainable Tampa. The City will use tax increment funding to combat blight, promote economic development, and seek matching and “seed” funds to leverage grants and other assistance. Invest in maintaining and sustaining the City’s infrastructure. The City will leverage investments in technology to move toward a more sustainable workforce that is safe and secure and prepare sound maintenance and replacement programs for City equipment and assets, including buildings and vehicles. The City has identified five (5) strategic goals to continue to guide the City’s actions and help meet currentchallenges while providing a path for long-term community prosperity, balanced around the core of resource stability: 1. Strengthen Community-Centric Services2. Enhance Workforce Development3. Increase Housing Affordability 4. Improve Infrastructure and Mobility 5. Sustainability and Resilience 6 B-8 Strategic Goal 1 - Strengthening Community-Centric Services The Chief Diversity Officer will continue to focus on staff recruitment to ensure there is a pipeline of diverse, qualified applicants who can compete for employment opportunities within the City of Tampa. This will beaccomplished by marketing to minority professional organizations, Historically Black Colleges, and Universities(HBCUs), and bringing awareness of the opportunities at cultural events. The Chief Diversity Officer willcontinue to support the creation of the Mayor’s Advisory Councils that represent the community at large. In addition to the Mayor’s Alliance for Persons with Disabilities, the African American, Hispanic, Asian American Pacific Island Advisor Councils, a Faith-based Advisory Council, and an internal Lesbian, Gay, Bisexual, andTransgender (LGBTQ) committee will be created to support the needs of the community and internal staffrespectively. Creativity, empathy, equity, and inclusion will be brought to the forefront of the community through the Soul Walk Heritage Tour of Tampa. In partnership with local museums and stakeholders, the Arts and CommunityPrograms will elevate and celebrate those lost areas in the fabric of Tampa’s history. The City of Tampa will continue to be intentional about ensuring under-represented businesses are afforded the opportunity to compete on government contracts by hosting Bridges to Business workshops and Equal Business Opportunities training seminars. Strategic Goal 2 – Enhance Workforce Development Further expand and advance the Workforce Community Collaborative and ecosystem by working on thefive (5) policy areas identified in the Focus on Five annual report: Awareness & Outreach, Metrics, Apprenticeships & Pathways, Digital Access, and Engaging Returning Workers. Support & Enhance a Career Pathways Model by continuing to expand the innovative signing day model forcareer pathway events and explore new modalities to attract talent to apprenticeship and other career learningopportunities creating new points of access. Align educational resources by utilizing the Mobile World Congress (MWC) and its working groups to identifypoints of intersection and collaboration and link to online resources like TPA-WRX, a one-stop shop for careerresources. Align educational resources by creating a dashboard to inform on the vibrancy of opportunities in Tampa’s growing economy. Strategic Goal 3 – Improving Housing Affordability Work Together with Partners to add 10,000 units by 2027. The City continues to employ grant funding, taxcredits, and the conveyance of City property for the creation of sustainable affordable housing units. Community Land Trust. The City of Tampa continues to work to establish a Community Land Trust thatsupports the creation of affordable housing options throughout the City in perpetuity. Through collaborationwith the Florida Housing Coalition and local nonprofits, the Community Land Trust will support community-driven stable housing development. Increase Opportunities for Generational Wealth. The City expanded the availability of services that help accelerate home ownership and build wealth through the expansion of its Down Payment Assistance Program (D.A. R. E.) and Owner-Occupied Rehabilitation Program. These programs serve families that are between80% and 140% of the Area’s Median Income. The City continues to provide rental assistance, credit, andbudget counseling to help renters and existing homeowners achieve housing security and expand their housing options. Expand the Continuum of Housing Solutions. The City worked with Hillsborough County and nonprofitpartners to implement long-term solutions to homelessness, beginning with short-term shelters, rapidrehousing, and wraparound services as a pathway to permanent housing stability. 7 Strategic Goal 4 – Improve Infrastructure and Mobility The City will include the development of a planned “low stress” network, roads and paths that are safe and comfortable for people who walk and bike, and the establishment of a Citywide roadway context classificationsystem that will link roadway design to the City’s future land use vision. Additionally, multimodal impact fee policies, which have not been substantially updated in decades, will be modernized to reflect the City’s changing goals and values. Create premium transit corridors Establish transit corridors along the major transportation spine of the City, connecting the Westshore District toDowntown, and connecting Downtown to the University Area/Innovation District. Implement PIPES. Healthy infrastructure is the foundation of a strong City, which is why the City of Tampa launched the Progressive Infrastructure Plan to Ensure Sustainability (PIPES) program. With PIPES, the City of Tampa is investing in Tampa’s tomorrow by taking a proactive approach to renew our infrastructure, preventbreakdowns, and provide long-term, permanent fixes to our water and wastewater systems. The City hascompleted 22 PIPES projects worth over $66 million and has a total of 90 PIPES projects worth over $1 billion. Twenty-two (22) have been completed and closed out. The capital improvement budget is funded by water rate revenues and water system revenue bonds. Thedepartment’s capital improvement budget includes projects that provide for the replacement of aging waterdistribution system infrastructure, upgrades, and replacements needed at treatment facilities and remote pumpstations, and other projects that enhance the water system operations by leveraging the use of technology and proactively provide a sustainable water supply for the region. This plan includes $107.9 million of capital improvements to the City’s aging water distribution systeminfrastructure and facilities and includes the valve, hydrant, existing meter and fire line replacement programs,new water meter service installation, and water main replacement projects. The Water Production Program’s capital budget of $112.3 million includes capital improvements that optimizetreatment, improve treated water quality, reduce operating costs, and enhance treatment and operations suchas the construction of the high-service pump station, chemical system improvements, filter improvements, andwater department building improvements. Integrate the Existing Trail and Greenways. The City will integrate the existing trails and greenways system into the transportation network to provide safe and convenient alternatives to driving a car. The City executed a $24 million federal Better Utilizing Investments to Leverage Development (BUILD) grant agreement duringFY2022 and advertised the RFP for Procurement of a Design-Build contract to complete the final design andconstruction of the West River District Multi-Modal Network and Safety Improvements for an extension of 6miles of multi-modal facilities, including 2 miles along the west riverbank, which will ultimately result in over 12 miles of contiguous trails connecting Gandy Boulevard to Ybor City. In FY2023, the City’s Design-Build team began the initial stages of design, while maintaining constant communication with the community. Implement the Vision Zero Action Plan – Year 1. Vision Zero is a strategy that seeks to eliminate all traffic fatalities and severe injuries nationwide while increasing safe, healthy, and equitable mobility for all. The City iscommitted to integrating Vision Zero into all projects and programs. In FY2022, the City completed the VisionZero Action Plan which identified the most critical streets in the City as the “High Injury Network” and prioritizedthe highest needs for safety investments. In FY2023, the City will implement the actions identified in the Plan such as initiating a “Quick Build” program – a tactic to deploy safety treatments more rapidly across the City in a cost-effective way using semi-permanent materials. The first two Quick Build projects include 14thStreet/Avenida Republica de Cuba near Cuscaden Park and North Boulevard near the University of Tampacampus, both roads which were identified on the City’s high injury network. The City will continue with thesuccessful and award-winning Crosswalks to Classrooms program with artfully painted murals within crosswalks near schools, which signify to drivers that roads are places for people – not just cars. The City will also continue to plan Open Street and “Unlock the Block” events which temporarily close neighborhood roadsto cars and open streets to people for play, meeting neighbors, and enjoying the beautiful Florida outdoors. 8 B-9 Plan and Construct Complete Streets. The City will continue to utilize low-cost traffic control devices thatcan be installed quickly to improve operations and the safety and mobility experience of residents throughout neighborhood streets and adjacent collector and arterial roadways. These include installing enhanced crosswalks with Rectangular Rapid Flashing Beacons (RRFB’s), Dynamic Speed Feedback Signs, All-Waystop control at intersections, painted curb extensions, flex posts, and other signs, and pavement markingtreatments to reduce posted speeds on higher speed roadways. The City recently completed its sidewalk prioritization methodology which identified the locations with the greatest need for new sidewalks, resulting in more proactive and equitable use of limited resources to buildnew sidewalks in areas of the community where there are the greatest needs. During FY2023, the City will usefunds awarded as part of the American Rescue Plan Act (ARPA) and various sources to procure a newsidewalk construction contract to construct two (2) miles of new sidewalks. Strategic Goal 5 - Sustainability & Resilience Promote Connected, Healthy, and Vibrant Neighborhoods Through Sustainability and Resilience. The City will release a Climate Action & Equity Plan, kicking off several new projects and policies that addressalternative transportation, renewable energy, and community services that promote sustainable and resilientliving. The City will support several neighborhood-level studies to determine vulnerabilities and needs andprioritize action to address issues such as urban heat, coastal protection, and water security. Integrate Sustainability & Resiliency. The City will lead by example and install hundreds of new solar panels, implement new energy savings programs, transition City fleets to electric vehicles, and ensure our workforce and City practices are meeting high levels of sustainability and resilience best practices. Increase the Coordination and Collaboration Between Regional Partners. The City will continue toincrease the coordination and collaboration between regional partners that have shared sustainability andresilience goals. The City will support the work of the Tampa Bay Regional Planning Council, neighborhoodassociations, key stakeholders, and private sector partners who wish to advance sustainability and resilience initiatives. Performance Measurement Dashboard The City constantly strives to provide first-class services to customers. To provide transparency in government, the City is committed to improving and sharing this accountability with the citizens of Tampa and to provide measurable service delivery performance data. Performance measurement in the public sector is anongoing, systematic approach to improving results through evidence-based decision-making, continuousorganizational learning, and a focus on accountability for performance. The City publishes performance metrics on the City's website www.tampagov/metrics for the following services: Arts & Cultural AffairsDevelopment & Growth Management Construction Services Equal Business OpportunityFacilities ManagementTampa Fire RescueFix it FastFleet ManagementHousing and Community DevelopmentHuman ResourcesMobilityNeighborhood EnhancementParks and RecreationPolicePurchasingSolid WasteTampa Convention Center Technology and InnovationWastewaterWater 9 10 FY2024-FY2028 Capital ImprovementProgram Overview Long-Term Financial Planning/Major Initiatives The Mayor’s AWARDS Certificate of Achievement for Excellence in Financial Reporting ACKNOWLEDGEMENTS 10 The City's FY2024-2028 Capital Improvement Program contains capital improvement projects totaling $1.7 billion.Most of the capital projects focus on maintaining,repairing,and renovating existing City assets such asroads,bridges,parks,buildings,the waste-to-energy facility,stormwater,wastewater,and water infrastructure. Imagine 2040:Tampa Comprehensive Plan. Community Vision Plans,like InVision Tampa. The Five (5)YearConsolidated Plan for Housing and Community Development Programs. The Urban Forest Management Plan:and Other long-term development plans. Long-term planning is directed by the Mayor of Tampa and the City's administrators, decision-making is guided by the following community plans: The Government Finance Officers Association of the United States and Canada (GFOA)awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Tampa for its Annual Comprehensive Financial Report (ACFR)for the fiscal year ended September 30,2022.The award program was established to encourage state and local governments to go beyond the minimum requirements of generally accepted accounting principles to prepare annual comprehensive financial reports that evidence the spirit of transparency and full disclosure.This was the 34th consecutive year that the City of Tampa has received this prestigious award.The ACFR must satisfy both generally accepted accounting principles and applicable legal requirements. In addition,the City also received the GFOA's Award for Distinguished Budget Presentation for its annual budget for the fiscal year beginning October 1,2023.To qualify for the Distinguished Budget Presentation Award,the City's budget document was judged to be proficient in several categories,including a policy document,a financial plan,an operations guide,and a communications device. Lee Huffstutler,CPA ChiefAccountant Respectfully submitted. Dennis R.Rogero,Jr..CGFO Chief Financial Officer A Certificate of Achievement is valid for a period of oneyear.We believe the City's Fiscal Year 2023 ACFR will continue to meet the program’s requirements.The fiscal year ended September 30,2023,ACFR will be submitted to the GFOA to determine its eligibilityfor certification. Preparation of this report would not have been possible without the expertise and commitment of the entire Revenue and Finance Department.We would like to express our appreciation to all members of the department who assisted and contributed to the preparation of this report,with special thanks to the Accounting and Reporting Section Manager Sabrina McAdoo,Supervisor Pamela McCarter,and professional staff Nancy Harper,Chris Hutchcraft,Kalvin Southwell,and LaPatia Gibbs.We also recognize the efforts of the Mayor and City Council for their support in providing the highest level of accountability and transparency through financial reporting. B-10 11 City ofTampa Statistical Information History Port Government Airport Boundaries Education 175-3 218,943 11 City Boundaries Miles ofLandArea Sources: https://www.colliers,com/en/research/tampa-bay/tampa-bay-office-market report-qi-2023 https://www.fldoe.org/finance/fl-edu-finance-program-fefp/fl-edu-finance- program-fefp-calculatio.stml https://www.usf.edu/ods/documents/factbook-2021-22-final.pdf.pdf https://www.stetson.edu/law/admissions/home/ https://www.ut.edu/about-ut/university-profile https://www.porttb.com/statistics InitialIncorporation December 15,1855 SecondIncorporationJuly 15,1887 AdoptionofOriginal CharterDecember 15,1855 AdoptionofPresentCity Charter October 1,1975 LastAmendmentFebruary 13,2023 Number ofOffice Buildings TotalOffice Space Average Rent Form ofGovernment Mayor-Council Mayoris elected for a four-yearterm. Councilmembers areelected,one from each offour districtsand threeat-large,for four-year terms. LastMayoral Election March 7,2023 Registered Voters Votes Cast Voter Turnout Percentage Next City Election https://www.tampaairport.com/facts-statistics-financials https://www.eensus.gov/quickfacts/fact/table/tampacityflorida,US/ PST045219 https://www.bls.gov/ https://enr.electionsfl.org/HIL/3388/Summary/ http://www.colliers,com/en-us/us/insights/usresearchlibrary AveragesDaily Departures Passengers Traveling Port Tampa Bay VesselArrivals Barge Cruise Tug Other General Cargo Bulk Cargo Tampa International Passengers Cargo Mail Universities University of South Florida University ofTampa Stetson UniversityLaw Center Public Schools (K-12) HillsboroughCounty 21,527,863 459,084,591 lbs. 26,807,756 lbs.240,748 25,913 10.76% March2027 854 184 913 1051 2,059,826nettons 32,378,517net tons Enrolled 48,008 10,566 965 75 9.33 million sq.ft. $46/sq.ft. 289 58,980.447 Downtown Tampa Special Service District Office Space (This page intentionally left blank.) 12 B-11 13 Government Finance Officers Association Presented to September 30,2022 ExecutiveDiredorCEO L3 For its Annual Comprehensive Financial Report For the Fiscal Year Ended Certificate of Achievement for Excellence in Financial Reporting City of Tampa Florida (This page intentionally left blank.) 14 B-12 15II'11jsi*1iAUiiliorSgf8*:i»:cnonaIBif¥IIDIOrIi::f":-'•«SI\3iIN*fi)sQ>3a>O8SoI§Ini3iI*II5si£zz:s:s•B'ITi»;'?'i:iliili:1:•a• •1••HiH>I I>a»""BiTirtfciilii,.£777:s:::?e: :I0»siIIIhhI1;1ih:;I*I I,.L,,.L,,.L,J_,••I•• • •-'ilHiHlij•Ii$iI I I“lllh'rlvrl,•%:WUliIIs*:I!::::i:ii'i'lli:J..8,.»*,i:3iiiiitili*.ffs>.I..:: :i::,.ii_,ifliiiii.a=. ..,.L,,.L,-fciifirr77T;IjHg1ilnii_L_JIIf::J:sfjjij1111111111ibiBit ;11jLWrti0lihi’f!...-3L~rJ??s»!’!Pi.hi-•-.J:'|J:IH|:If11:i",i,,i,ri,IIIII=>I•f•'S''I'liiluirri“i";rr;rr;?11fi11111:*::I: ;jL”J;;:|{: :i|: :f!:•»:;4:;ll:;!l::il::!liiJjrr77T,.£777*"-:Hf::11|iii|inP1JHDCo5 (This page intentionally left blank.) 16 B-13 17 Tampa City Council Members /, jl CITY LIMITS 75 CITY LIMITS I Hll SBOROUGHAVE M LKING BLVD CITYLIMITS 4 KENNEDY275 GANDY, MacDill AFB 17 Districts One,Two and Three are at-large districts,asthey represent all ofthe City ofTampa.Districts Four,Five,Six and Sewn are represented individually. Council District map updated March 13<2OO2 Charlie Miranda District 6 BillCarlson District4 Alan Clendenin District1At-Large ChairPrs-Tem GuidoManiscalco District2At-Large Chair Lynn Hurtak District3At-Large Luis Viera District? £I ^2757 'T^BUSCH BLVD. Gwen Henderson District5 CITY LIMITS J 6! (This page intentionally left blank.) 18 B-14 Financial Section The Financial Section contains the following documents: Independent Auditor’s Report Management’s Discussion and Analysis (MD&A) Basic Financial Statements Notes to the Financial Statements Required Supplementary Information (RSI) 19 (This page intentionally left blank.) 20 B-15 INDEPENDENT AUDITOR’S REPORT The Honorable Mayor and Members of the City Council City of Tampa, Florida Report on the Audit of the Financial Statements Opinions We have audited the accompanying financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Tampa, Florida (the “City”) as of and for the year ended September 30, 2023, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, as listed in the table of contents. In our opinion, based on our audit and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City, as of September 30, 2023, and the respective changes in financial position, and, where applicable, cash flows thereof and the respective budgetary comparison for the general fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. We did not audit the financial statements of the City’s Firefighters and Police Officers’ Pension Trust Fund, which represent 65%, 67%, and 158% of the assets, net position, and revenues/additions of the aggregate remaining fund information, respectively. Those statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to the amounts included for the City’s Firefighters and Police Officers’ Pension Trust Fund, is based solely on the reports of those other auditors. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 21 The Honorable Mayor and Members of the City Council City of Tampa, Florida INDEPENDENT AUDITOR’S REPORT (Continued) Auditor’s Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Emphasis-of-Matter As discussed in Note 1 to the financial statements, in the year ended September 30, 2023, the City adopted the provisions of Government Accounting Standards Board Statement (“GASBS”) Number 96, Subscription-Based IT Arrangements. Our opinion is not modified with respect to this matter. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis and Required Supplementary Information (other than MD&A), as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. 22 B-16 The Honorable Mayor and Members of the City Council City of Tampa, Florida INDEPENDENT AUDITOR’S REPORT (Concluded) Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements as a whole. The combining and individual fund statements and schedules and the other supplemental information, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the financial statements. The combining and individual fund financial statements and schedules and the other supplemental information are the responsibility of management and were derived from, and relate directly to, the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund statements and schedules and the other supplemental information are fairly stated, in all material respects, in relation to the financial statements as a whole. Other Information Management is responsible for the other information included in the annual report. The other information comprises the introductory, statistical sections and the continuing disclosure section, as listed in the table of contents, but does not include the basic financial statements and our auditor’s report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 13, 2024, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. Certified Public Accountants Tampa, Florida March 13, 2024 23 (This page intentionally left blank.) 24 B-17 Management’s Discussion and Analysis (MD&A) This subsection provides a narrative introduction, overview, and an analysis of the Basic Financial Statements. The MD&A includes a description of the Government-wide and Governmental Fund Financial Statements, and a summary of the City of Tampa’s overall financial position and results of operations for the fiscal year. 25 (This page intentionally left blank.) 26 B-18 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Our discussion and analysis of the City of Tampa's (the "City") financial performance provide an overview of the City'sfinancial activities for the fiscal year ended September 30, 2023. We encourage readers to consider the informationpresented herein in conjunction with the additional information furnished in our Letter of Transmittal, which can be found on pages 1-10 of this report. All amounts in this MD&A, unless otherwise indicated, are expressed in thousands of dollars. The City continues to overcome great challenges and experienced resiliency. The fiscal year 2023 (FY2023) budget theme, “Resilient Tampa,” reflects the administration’s ongoing desire to help solve unprecedented challenges, transformthe City’s tomorrow, and define a clear vision of the City. To achieve this vision, five (5) strategic goals focus on the mission identified to guide the City forward. The five strategic goals include: Strengthening Community-Centric ServicesEnhancing Workforce DevelopmentIncreasing Housing AffordabilityImproving Infrastructure and MobilitySustainability and Resilience The strategic core responsibilities of the City’s management are to appropriately manage the City’s finances and resourceswhile preparing for the City’s financial future and to collaborate with City agencies and external partners to finance majordevelopment projects. The City maintains strong economic growth as key economic indicators move in a positive direction. The City’s taxable property value has increased for the tenth consecutive year, home sales have increased, and the unemployment rate hasdeclined as the economy continues to improve. Additionally, the City’s credit ratings have improved significantly, havingreceived 14 rating upgrades from Moody’s Investors Service, Fitch Ratings, and Standard & Poor’s since 2011. The City is performing great. The City enjoyed increased property tax values and increases in other revenues such assales taxes, electric franchise fees, electric utility taxes, business taxes, Community Investment Tax, and fuel taxes. Because of this success, there continues to be 10 years of no increase in the millage rate, which remains at 6.2076 mills. The FY2023 budget reinforced the City’s steadfast commitment to strong fiscal stewardship. By maintaining General Fund reserves at 23%, the City is prepared to meet future challenges for a "Resilient Tampa". Financial Highlights Government-wide Level The combined total assets at $4.880 billion, plus deferred outflows of resources totaling $527.5 million, exceededcombined total liabilities of $2.503 billion and deferred inflows of $118 million at the close of the fiscal year by$2.787 billion (net position). • Of this net position amount ($2.787 billion), $2.077 billion, (or 74.5%), is invested in capital assets, and $59.4million, (or 2.2%) is restricted by laws, agreements, or debt covenants, leaving $650.7 million (or 23.3%) inunrestricted net position, a $82.4 million (or 11.2%) decrease from the prior year unrestricted net position balanceof $733.1 million, as presented in the table on the next page: 27 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 SUMMARY OF TOTAL BALANCES AND CHANGESin thousands Fiscal Year 2023 2022 2021 Total Assets $ 4,880,324 $ 4,703,523 $ 4,068,917 Deferred Outflows of Resources 527,532 157,849 162,552 Total Liabilities 2,502,868 2,035,174 1,566,385 Deferred Inflows of Resources 118,002 149,192 67,675 Total Net Position 2,786,986 2,677,006 2,597,409 Change in Net Position from prior year 109,980 79,597 250,985 Change as a % of Net Position 3.9%3.0%9.7% Net Investment in Capital Assets $ 2,076,895 $ 1,890,217 $ 1,948,458 Restricted 59,362 53,648 111,880 Unrestricted 650,729 733,141 537,071 Total Net Position $ 2,786,986 $ 2,677,006 $ 2,597,409 Change in Unrestricted Net Position $ (82,412) $ 196,070 $ 190,164 Governmental Activities net position increased $39.1 million (increasing to $1.201 billion in 2023 from $1.161 billion in 2022) in part due to higher program revenues for charges for services, operating grants, property taxes, and other taxes. Business-Type Activities net position increased $70.8 million (increasing to $1.586 billion in 2023 from $1.516billion in 2022), primarily due to the positive performance of the business-type activities. SUMMARY OF CHANGES IN NET POSITIONin thousands Fiscal Year 2023 2022 2021 Change in Governmental Net Position $ 39,139 $ 37,908 $ 173,491 Change in Business-Type Net Position 70,841 41,689 77,494 In the governmental activities, revenues totaled $831.5 million, while expenses totaled $836.9 million. In the business-type activities, the increases in revenues of the water, wastewater, and solid waste enterprise funds accounted for the majority of the increase in the net position. SUMMARY OF GOVERNMENTAL ACTIVITIES REVENUES AND EXPENSESin thousands Fiscal Year 2023 2022 2021 Governmental Total Revenues $ 831,543 $ 732,823 $ 677,601 Governmental Total Expenses 836,883 736,376 539,980 Governmental Revenues Less Expenses (5,340)(3,553) 137,621 SUMMARY OF BUSINESS-TYPE ACTIVITIES REVENUES AND EXPENSES in thousandsFiscal Year 2023 2022 2021 Business-Type Total Revenues $ 514,588 $ 419,041 $ 405,215 Business-Type Total Expenses 399,268 335,891 291,851 Business-Type Revenues Less Expenses 115,320 83,150 113,364 As of the close of the current fiscal year, the City's governmental funds reported combined ending fund balances of$541.5 million. 28 B-19 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 SUMMARY OF GOVERNMENTAL FUND BALANCEin thousands Fiscal Year 2023 2022 2021 Governmental Fund Balance $ 541,526 $ 574,314 $ 503,567 Governmental Change in Fund Balance (32,788) 70,746 73,127 Governmental Unassigned Fund Balance 136,245 126,611 124,477 Approximately 25.2% of this amount, $136.2 million, is in unassigned fund balance, and the remainder is nonspendable, restricted, committed, or assigned for open contracts, programs, debt, etc. The unassigned fund balance of $136.2 million is for general governmental purposes. The total fund balance in the general fund is $189.4 million, or 35.7% of general fund unadjusted expenditures of $530.5 million. Overview of the Financial Statements Government-wide Financial Statements. The first statements presented are the Government-wide Financial Statements.They are designed to provide readers with a broad overview of the City's finances in a manner similar to a private-sectorbusiness. There are two (2) Government-wide Financial Statements: The Statement of Net Position - This statement presents information on all the City's assets and liabilities, deferredinflows, and deferred outflows at the end of the fiscal year. The difference between the assets and deferred outflows ofresources and its liabilities and deferred inflows of resources is reported as net position. Over time, increases ordecreases in net position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. The Statement of Activities - This statement presents information showing how the City's net position changed during themost recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the changeoccurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement forsome items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). The government-wide financial statements reflect three (3) distinct activities: Governmental Activities - The Government-wide Financial Statements distinguish functions of the City that are principally supported by taxes and intergovernmental revenues (governmental activities). The governmental activities of the City include general government, public safety, environmental services, economic environment, and culture and recreation. Business-Type Activities - These activities are functions that are intended to recover all or a significant portion of theircosts through user fees and charges (business-type activities). The business-type activities of the City include the waterutility, wastewater utility, solid waste system, parking facilities, and golf courses. Component Units - The Government-wide Financial Statements include the City (known as the primary government) and the legally independently governed Tampa Historic Streetcar, Inc., for which the City is financially accountable. Financial information for this component unit is reported separately. The Community Redevelopment Agency (CRA), although legally independent, functions for all practical purposes as a department of the City and therefore has been included as an integral part of the primary government. The Government-wide Financial Statements can be found on pages 47-48 of this report. Fund Financial Statements. The fund financial statements provide more detailed information about the most significant funds - not the City as a whole. A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The City like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All the funds of the City can bedivided into three categories: (1) governmental funds, (2) proprietary funds, and (3) fiduciary funds. 29 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Governmental Funds. Governmental funds are used to account for essentially the same functions reported asgovernmental activities in the Government-wide Financial Statements. However, unlike the Government-wide FinancialStatements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term funding requirements. Because the focus of governmental funds is narrower than that of the Government-wide Financial Statements, it is useful tocompare the information presented for governmental funds with similar information presented for governmental activities inthe Government-wide Financial Statements. By doing so, readers may better understand the long-term impact of the City'snear-term funding decisions. Both the governmental fund Balance Sheet and the governmental fund Statement ofRevenues, Expenditures, and Changes in Fund Balances provide a reconciliation to facilitate this comparison betweengovernmental funds and governmental activities. The City maintains thirty-four (34) individual governmental funds. Information is presented separately in the governmental fund Balance Sheet and in the governmental fund Statement of Revenues, Expenditures, and Changes in Fund Balancesfor the general fund and the non-ad valorem bond capital projects fund, which are considered to be a major funds. Also,since the City adopts an annual appropriated budget for its general fund and other non-major governmental funds, abudgetary comparison statement has been provided for these funds to demonstrate compliance with the budget for this fiscal year. Data for the additional thirty-two (32) governmental funds are combined into a single aggregated presentation. Individual fund data for each of these non-major governmental funds are presented in the form of Combining Statements elsewhere in this report. The governmental fund financial statements can be found on pages 55-60 of this report. Proprietary Funds. The City maintains two different types of proprietary funds: (1) Enterprise funds and (2) InternalService Funds. Enterprise funds are used to report the same functions presented as business-type activities in the Government-wide Financial Statements. The City uses enterprise funds to account for its water utility, wastewater utility, solid waste system,parking facilities, and golf courses. Internal service funds are an accounting device used to accumulate and allocate costs internally among the City's variousfunctions. The City uses internal service funds to account for its fleet maintenance and consumer services (utility accounting division) functions. Because these services predominately benefit governmental rather than business-type functions, they have been included within governmental activities in the Government-wide Financial Statements. Proprietary funds provide the same type of information as the Government-wide Statements, only in more detail. Theproprietary fund financial statements provide information for the City's three major enterprise funds: water utility, wastewaterutility, and the solid waste system. The two non-major funds, the parking facilities and golf courses, are combined into a single aggregated presentation in the proprietary fund financial statements, as are the City's two internal service funds, fleet maintenance and consumer services (utility accounting division). Individual fund data for the non-major enterprise funds and the internal service funds are provided in the form of Combining Statements elsewhere in this report. The proprietary fund financial statements can be found on pages 65-70 of this report. 30 B-20 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Fiduciary Funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government.Fiduciary funds are not reflected in the Government-wide Financial Statement because the resources of those funds are notavailable to support the City's programs. The fiduciary funds include the firefighters and police officers' (F&P) pension trust fund, the general employees' (GE) retirement trust fund, the rehabilitation loans fund, the subdivision streetlight fund, the interstate-highway expansion fund, and other custodial funds. The accounting used for fiduciary funds is much like thatused for proprietary funds. The fiduciary fund aggregate financial statements can be found on pages 75-77 of this report. Individual fund data is provided in the form of Combining Statements elsewhere in this report. Notes to the Financial Statements. The notes provide additional information that is essential to a full understanding ofthe data provided in the Government-wide and fund financial statements. The Notes to the Financial Statements can be found on pages 83-168 of this report. Other Information. In addition to the Basic Financial Statements and the accompanying notes, this report also presentscertain Required Supplementary Information (RSI), concerning the City's progress in funding its obligation to providepension and other post-employment benefits to its employees. Required Supplementary Information can be found on pages 171-183 of this report. The combining statements referred to earlier in connection with non-major governmental, non-major enterprise, internal service, and fiduciary funds are presented immediately following the required supplementary information on the pension trust funds. Combining and individual fund statements and schedules can be found on pages 187-263 of this report. OtherSupplementary Information pertaining to the City's financial activities is located on pages 269-273. Statistical Information. The statistical section, found on pages 279-297, presents detailed information as a context forunderstanding what the information in the financial statements, note disclosures, and required supplementary information indicates about the City's overall financial health. Financial Analysis of the Government-wide Financial Statements This section focuses on the net position and changes in net position of the City's governmental activities and business-type activities presented in the Government-wide Statement of Net Position and Statement of Activities. Statement of Net Position As noted earlier, the combined total net position of the City may serve over time as a useful indicator of Tampa's financialposition. In the case of the City, assets ($4.880 billion) and deferred outflows of resources ($527.5 million) exceededliabilities ($2.503 billion) and deferred inflows of resources ($118 million) by $2.787 billion (net position) at the close of themost recent fiscal year, an increase of $110 million (or 4.1%) over the total net position amount of $2.677 billion in the prior year. (This space intentionally left blank) 31 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 By far, the largest portion of the City's net position (74.5%) reflects its investment in capital assets (e.g., land, buildings, machinery, and equipment) less any related outstanding debt used to acquire those assets. The City uses these capitalassets to provide services to citizens; consequently, these assets are not available for future spending. Although the City'sinvestment in its capital assets is reported net of related debt, it should be noted that resources needed to repay this debtmust be provided from other sources since the capital assets themselves cannot be used to liquidate these liabilities. Net position invested in capital assets increased by $186.7 million (or 9.9%) during the year {to $2.077 billion (FY2023) from$1.890 billion (FY2022)}. An additional portion of the City's assets, restricted net position at $59.4 million (or 2.2%), represents resources subject to external restrictions on how they may be used, e.g., for debt and capital improvements. The restricted net position increased $5.8 million, (or 10.8%), during the year (to $59.4 million in FY2023 from $53.6 million in FY2022). The remaining balance of unrestricted net position at $650.7 million decreased $82.4 million (or 11.2%) during the year. Itis used to meet the City's ongoing obligations to citizens, creditors, and other agencies (e.g., the CRA, grantors, etc.). 32 B-21 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 The City is able to report positive balances in all categories of net position, for the government as a whole, increasing at4.1%. The City's separate governmental activities increased 3.4%, while the business-type activities grew 4.7%, as illustrated in the chart below: City of Tampa'sNet Position(in thousands) Governmental Business-Type Activities Activities Total 2023 2022 2023 2022 2023 2022 Current and Other Assets $ 712,151 $ 766,034 $ 882,575 $ 958,477 $ 1,594,726 $ 1,724,511 Capital Assets 1,587,183 1,435,845 1,698,415 1,543,167 3,285,598 2,979,012 Total Assets 2,299,334 2,201,879 2,580,990 2,501,644 4,880,324 4,703,523 Deferred Outflows of Resources 475,880 134,431 51,652 23,418 527,532 157,849 Long-Term Liabilities Outstanding 1,384,212 916,306 931,576 907,017 2,315,788 1,823,323 Other Liabilities 105,140 146,603 81,940 65,248 187,080 211,851 Total Liabilities 1,489,352 1,062,909 1,013,516 972,265 2,502,868 2,035,174 Deferred inflows of Resources 85,330 112,008 32,672 37,184 118,002 149,192 Net Position: Net Investment in Capital Assets 1,075,230 1,021,040 1,001,665 869,177 2,076,895 1,890,217 Restricted 47,062 41,544 12,300 12,104 59,362 53,648 Unrestricted 78,240 98,809 572,489 634,332 650,729 733,141 Total Net Position $ 1,200,532 $ 1,161,393 $ 1,586,454 $ 1,515,613 $ 2,786,986 $ 2,677,006 Governmental Activities. The Statement of Activities divides the activities between governmental activities andbusiness-type activities. Governmental activities decreased the City's net position by $5.3 million (before transfers) andincreased net position $39.1 million after transfers {e.g., transfers from the enterprise funds for Payment in Lieu of Taxes (PILOT) and Payment in Lieu of Franchise Fees (PILOFF)}. Key elements of this change are as follows: Total revenues were up $98.7 million to $831.5 million from $732.8 million in the prior year. A significant portion of thisincrease is attributed to an increase in property taxes, business tax, sales tax, and utility services taxes due to the return ofpositive economic conditions, plus increased collections of the special assessments, red-light camera revenue, and increases in intergovernmental revenues.Property taxes increased $40.3 million. These increases continue to be the direct result of the economic recoverybeing experienced in the Tampa Bay Area. The City's millage rate of 6.2076 continues to be well below themaximum 10.0 millage rate allowed by Florida Statutes.Most expenses increased this fiscal year. Total expenses increased $100.5 million (or 13.6%) up to $836.9 million in 2023 from $736.4 million in 2022. Major increases were in general government services and public safety for personnel and related employee benefits costs. Public safety expenses of $373.4 million are offset by $101.6 million of revenues in two categories: charges for services($51.7 million) and operating and capital grants and contributions ($49.9 million). Overall, 38.8% of offsetting revenues for governmental activity expenses come from specific charges for services, operating grants and capital grants, and contributions. In addition, 57% of revenue supporting governmental activities comes from property taxes (36.1%) and othertaxes (20.9%). 33 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 The table and graph below provide the program revenues and expenses for each governmental and business-type activity: City of Tampa's Change in Net Position(in thousands) Governmental Business-Type Activities Activities Total 2023 2022 2023 2022 2023 2022 Revenues: Program Revenues: Charges for Services $ 143,696 $ 124,688 $ 483,673 $ 432,995 $ 627,369 $ 557,683 Operating Grants and Contributions 102,466 126,060 1,499 2,365 103,965 128,425 Capital Grants and Contributions 78,741 81,952 5,818 7,766 84,559 89,718 General Revenues: Property Taxes 301,706 261,361 - - 301,706 261,361 Other Taxes 175,259 165,275 - - 175,259 165,275 Investment Earnings (Loss) 29,675 (26,717) 22,996 (24,154) 52,671 (50,871) Other - 204 602 69 602 273 Total Revenues 831,543 732,823 514,588 419,041 1,346,131 1,151,864 Expenses: General Government Services 196,951 164,307 - - 196,951 164,307 Public Safety 373,418 328,865 - - 373,418 328,865 Environmental Services 117,462 106,408 - - 117,462 106,408 Economic and Physical Environment 49,946 45,471 - - 49,946 45,471 Culture and Recreation 82,808 74,664 - - 82,808 74,664 Interest on Long-Term Debt 16,298 16,661 - - 16,298 16,661 Water Utility - - 134,591 108,449 134,591 108,449 Wastewater Utility - - 135,734 117,484 135,734 117,484 Solid Waste System - - 98,849 86,179 98,849 86,179 Parking Facilities - - 22,750 17,612 22,750 17,612 Golf Courses - - 7,344 6,167 7,344 6,167 Total Expenses 836,883 736,376 399,268 335,891 1,236,151 1,072,267 Change in Net Position Before Transfers (5,340)(3,553) 115,320 83,150 109,980 79,597 Transfers 44,479 41,461 (44,479)(41,461) - - Change in Net Position 39,139 37,908 70,841 41,689 109,980 79,597 Net Position - 10/1/2022 1,161,393 1,123,485 1,515,613 1,473,924 2,677,006 2,597,409 Net Position - 9/30/2023 $ 1,200,532 $ 1,161,393 $ 1,586,454 $ 1,515,613 $ 2,786,986 $ 2,677,006 34 B-22 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 35 Revenuesby Source-Governmental Activities $400 $350 $300 $250 Expenses Revenues $150 $100 $50 $- Public Safety 35 z General Government Expenses and Program Revenues Governmental Activities Environmental Services Economic Environment Cultureand Recreation Intereston Long-TermDebt Communication ServicesTax 2% CITY OF TAMPA,FLORIDA Management's Discussion and Analysis (Unaudited) September 30,2023 Sales Tax 9% UtilityTaxes 7% MotorFuelTaxes 2% PropertyTaxes 36% Investment Earnings 4% taiGrantsand mtributions 10% Operating Grants and Contributions 12%BusinessTax 1% Chargesfor Services 17% O 2 $200 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Business-Type Activities. Business-type activities increased the City's net position by $115.3 million (before transfers) and$70.8 million after transfers (e.g., transfers for Payment in Lieu of Taxes (PILOT) and Payment in Lieu of Franchise Fees(PILOFF) to the governmental funds). Key elements of this change are as follows: Charges for services increased $50.7 million (to $483.7 million in 2023 from $433 million in 2022). As discussedmore fully in the proprietary fund section below, water operating revenues increased by $24.7 million (to $177.9million from $153.2 million); wastewater operating revenues increased $10.3 million (to $152.3 million from $142million); and solid waste operating revenues increased $6.9 million (to $112.9 million from $106 million).Operating expenses increased 18.9%, at $399.3 million, compared to $335.9 million in the prior year. As the bar chart below illustrates, unlike governmental activities, business-type activities are typically able to pay forthemselves through specific user charges and other revenue sources. 36 B-23 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Fund Level Financial Analysis Governmental Funds.As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance related legal requirements. These funds include governmental funds, proprietary funds, and other fund types. The generalfund, community redevelopment agency special revenue funds, and a variety of special revenue, debt service, and capitalproject funds are recorded in the governmental funds. The focus of the City's governmental funds is to provide informationon near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City's funding requirements. In particular, unassigned fund balance may serve as a useful measure of a government's net resources at the end of the fiscal year. As of September 30, 2023, the City's governmental funds reported combined ending fund balances of $541.5 million. Approximately 74.8% of this total amount ($405.3 million) is non-spendable, restricted, committed, or assigned, leaving $136 million (25.2%) as unassigned. The general fund is the chief operating fund of the City. As of September 30, 2023, the unassigned fund balance for the general fund was $137.0 million, while total fund balance was $189.4 million. As a measure of the general fund's liquidity, it may be useful to compare both unassigned fund balance and total fund balance to total fund expenditures. Unassigned fundbalance represents 23% of the total general fund's calculated expenditures, while the total fund balance represents 32%. The City's policy requires a minimum of 20% of expenditures for its general fund. The fund balance of the City's general fund increased $19.1 million during the current fiscal year as a result of the following: Increase in property taxes due to the economic recovery that is being experienced in the Tampa Bay area.The amended general fund budget reflected an anticipated decrease in fund balance of $40.4 million due toincreased appropriations for public safety, culture and recreation, and general government services. 37 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Licenses and permits wrere $11.2 million more than budgeted due to an increase in franchise fees from electricutilities. Revenues of $591.9 million were $89.4 million higher compared to 2022 (at $502.5 million). Property tax revenues of $301.7 million increased $40.3 million compared to the prior year's taxes of $261.4 million.Expenditures at $530.5 million, were $49.5 million higher than the prior year at $481 million. Public safetyexpenditures increased $28.8 million due to increased police and fire officers personnel and related employeebenefit costs. Culture and recreation expenditures increased $6.7 million for personnel and other contractual costs. Environmental Services expenditures increased by $3.2 million for personnel costs, with General Governmental Services increasing $4.1 million in total for personnel and related employee benefit costs. Proprietary Funds. Include the water, wastewater, solid waste, parking, and golf course enterprise funds, as well as thefleet maintenance and consumer services (utility accounting) internal service funds. In the water utility fund, the change in net position before contributions and transfers was $55.7 million, a $24.3million increase compared to the prior year. Operating revenues increased by $24.7 million due to increased waterconsumption rates. Expenses increased by $22.8 million for personnel, chemical, construction, and repair costs.In the wastewater utility fund, the change in net position before contributions and transfers was $24.9 million, an increase from the prior year of $6.8 million. Operating revenues increased $10.4 million due to utility rate increases. Operating expenses of $122.9 million increased $13.7 million for chemical costs and infrastructure improvementscompared to the prior year of $109.2 million.In the solid waste system fund, the change in net position before contributions and transfers was $17.2 million, a$533 thousand decrease over the prior year as operating revenues increased $7.2 million for energy and electric sales, and operating expenses increased $12.7 million due to facility expansion, repairs, and maintenance.Unrestricted net position of the water utility amounted to $296.4 million, for the wastewater utility $192.9 million, forthe solid waste system $54.5 million, and for the non-major funds $28.7 million. The total change in net position forthe three major funds (water, wastewater, and solid waste) was $46.3 million increase, $10 million increase, and$7.1 million increase, respectively. Other factors concerning the finances of those funds are addressed in the discussion of the City's business-type activities. General Fund Budgetary Highlights The differences between the original budget and the final amended budget reflect a $22.4 million decrease in appropriationsfor the general fund. The increased/decreased appropriations are as follows: $6 million increase in total revenues, more specifically, to charges for services and intergovernmental revenues. $2.1 million increase to public safety for increased personnel and employee benefit related costs.$2.2 million increase to culture and recreation.$2 thousand decrease to environmental services.$7.8 million decrease to general governmental services.$26.7 million increase in transfers out. The differences between the final budget and actual revenues reflect a positive variance of $31.8 million (actual amountabove the budgeted amount) and can be summarized as follows: Taxes were $9.7 million over the budgeted amount due to increased collections in property taxes and utility taxes. Intergovernmental revenues were $2.2 million more than budgeted due to State revenue sharing and County publicsafety revenues.Licenses and Permits were $11.2 million more than budgeted due to higher than expected franchise fees.Charges for Services were $2 million more than budgeted mostly due to convention center revenues. Fines and Forfeitures were $622 thousand more than budgeted mainly due to higher than expected Traffic Safety Improvement "Red Light Camera Program" revenues.Investment Earnings were $6.1 million higher than budgeted due to allocable share in market value of investmentsfor the general fund. 38 B-24 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Capital Asset and Debt Administration Capital Assets. The City's investment in capital assets for its governmental and business-type activities as of September30, 2023, amounts to $3.286 billion (net of accumulated depreciation). This investment in capital assets includes land, buildings and improvements, machinery and equipment, park, water, wastewater, stormwater facilities, roads, traffic signals, sidewalks, and bridges. The total net increase in the City's investment in capital assets for the current fiscal year was10.29% (a 10.54% increase for governmental activities and a 10.06% increase for business-type activities). Major capitalasset events during the current fiscal year included the following: Non Ad Bonds CIP Fund, Series 2021B & C Fund totals $79.5 million and includes the construction of a new City center at Hanna Avenue, Phase II of the Tampa Convention Center renovations, construction at Vila Brothers Parkand Fair Oaks Park, and construction of a burn simulator for firefighting.Water Bonds - Series 2022 Capital Projects Fund totals $78.3 million and includes construction of a newhigh-service pump station at the David L. Tippin Water Treatment Facility (DLTWTF), installation and replacement of meters, hydrants and valves, infrastructure improvements in the East Tampa, Forest Hills, Macfarlane Park, and Virginia Park neighborhoods, chemical system improvements at the DLTWF, and citywide water main replacements.Wastewater Bonds - Series 2022 Capital Projects Fund totals $59.7 million and includes rehabilitation andconstruction of various facilities at the Howard F. Curren Advanced Wastewater Treatment Plant, infrastructureimprovements in the East Tampa, Forest Hills, Macfarlane Park, and Virginia Park neighborhoods, cured-in-place pipeline rehabilitation, replacement and rehabilitation of gravity sewers and manholes, and Palma Ceia gravity sewer rehabilitation.Water Bonds - Series 2020 Capital Projects Fund totals $26.5 million and includes Harbour Island force main replacement, construction of a new high-service pump station at the DLTWTF, Sunset Park neighborhood waterpipe replacement, Palma Ceia neighborhood water main replacements, and transformer replacements at theDLTWTF.Solid Waste Capital/Construction totals $18.6 million and includes McKay Bay Waste to Energy Facility retrofit, upgrades, repairs, and replacement of the boiler unit expellers at the McKay Bay Waste to Energy Facility. In FY2023, the City implemented GASB Statement No. 96, Subscription-Based Information Technology Arrangements(SBITA). The pronouncement established accounting and financial reporting standards for use of vendors’ software in stateand local governments. It requires the recognition of intangible right-to-use subscription assets for certain software used by(but not owned by) the City. The beginning balances of the intangible right-to-use subscription assets were restated for thoseassets, and there was no impact on the net position beginning balances. Additional information on the City's capital assets can be found in Financial Footnote 8 on pages 114-118 of this report. City of Tampa's Capital Assets (net of depreciation) in thousandsGovernmental Activities Business-Type Activities Total 2023 2022 2023 2022 2023 2022 Land $ 248,817 $ 234,152 $ 36,556 $ 36,368 $ 285,373 $ 270,520 Buildings 267,821 191,562 132,672 140,681 400,493 332,243 Improvements Other Than Buildings 139,032 135,722 1,049,772 1,033,187 1,188,804 1,168,909 Right-of-Use Assets 24,064 5,076 545 117 24,609 5,193 Intangible Assets 1,627 8,276 161 391 1,788 8,667 Machinery and Equipment 73,537 71,755 44,307 39,433 117,844 111,188 Infrastructure 584,871 575,811 - - 584,871 575,811 Construction in Progress 247,414 213,491 434,402 292,990 681,816 506,481 Total $ 1,587,183 $ 1,435,845 $ 1,698,415 $ 1,543,167 $ 3,285,598 $ 2,979,012 39 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Long-Term Debt. As of September 30, 2023, the City had revenue bonded debt outstanding in the principal amount of$1.163 billion. Debt incurred under the State of Florida revolving loan program totals $20.6 million. Notes outstanding at theend of the current fiscal year totaled $83.6 million. The City does not pledge its full faith and credit to secure any of its outstanding debt. City of Tampa's Outstanding DebtsRevenue Bonds, State Loans, and Notes Payablein thousands Governmental Activities Business-Type Activities Total 2023 2022 2023 2022 2023 2022 Revenue Bonds $ 449,602 $ 473,388 $ 713,155 $ 724,735 $ 1,162,757 $ 1,198,123 State of Florida Revolving Loans - - 20,614 22,215 20,614 22,215 Notes Payable 83,624 88,655 - - 83,624 88,655 Total $ 533,226 $ 562,043 $ 733,769 $ 746,950 $ 1,266,995 $ 1,308,993 The City's outstanding debt balance decreased by $42 million during the current fiscal year after making principal payments. As of September 30, 2023, the City had no general obligation debt. The City seeks to maintain a minimum of an "A" rating from Moody's Investor Services (Moody's), Standard & Poor's ratingServices (S&P), and Fitch Ratings (Fitch), for each of its revenue bond programs and issuer credit rating (ICR). The mostrecent ratings are as shown below: City of Tampa Bond Ratings Issue Moody's Standard & Poor's Fitch Issuer Credit Rating Aa1 AAA AA+Non-Ad Valorem Aa1 AAA AA Sales Tax Aa3 AA AA Utilities Tax - Subordinate Lien Aa3 AA- AA+Special Assessment Revenue Bonds Aa2 AA+Not RatedWater & Sewer - Water and Wastewater Aaa AAA AAA Additional information on the City's long-term debt can be found in Financial Footnotes 11 through 12 on pages 123-132 ofthis report. 40 B-25 CITY OF TAMPA, FLORIDA Management's Discussion and Analysis (Unaudited) September 30, 2023 Economic Factors and the Fiscal Year 2024 Budget As of September 30, 2023, the unemployment rate for the City area was 3.2% and employment is expected to contract by 0.6% annually.A 11.6% increase in taxable property valuation (from $50.7 billion to $56.6 billion) is budgeted for FY2024. During the current fiscal year, available fund balances in the general fund (unassigned) are steady at $137 million. The City appropriated $5 million of this amount from the general fund for spending in the 2024 fiscal year budget. All these factors were considered in preparing the City's budget for the 2024 fiscal year. The City continues ongoing communication with the County Property Appraiser and closely monitors national, state, and local economic indicators todetermine any impact on its financial forecasts. After an increase in property values for fiscal year 2023, it is expected thatthere will be an additional increase in property values in fiscal year 2024. Contacting the City's Financial Management This financial report is designed to provide a general overview of the City's finances, comply with finance-related laws andregulations, and demonstrate the City's commitment to public accountability. Questions concerning any of the informationprovided in this report or requests for additional financial information should be addressed to the office of the Chief FinancialOfficer, City of Tampa, 306 East Jackson Street, 8th Floor North, Tampa, Florida, 33602, by telephone at (813) 274-8151, or by visiting the City's website at: https://www.tampagov.net/accounting. 41 (This page intentionally left blank.) 42 B-26 Basic Financial Statements The Basic Financial Statements subsection incorporates governmental, business-type and fiduciary transactions for the City of Tampa and activities for its Component Units. The Basic Financial Statements are listed below: Government-wide Financial Statements: Statement of Net Position Statement of Activities Fund Financial Statements: Major Governmental Funds Balance Sheet Reconciliation of Balance Sheet Statement of Revenues, Expenditures, and Changes in Fund Balances Reconciliation of Statement of Revenues, Expenditures, and Changes in Fund Balances Statement of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual Major Proprietary Funds: Statement of Net Position Statement of Revenues, Expenses, and Changes in Fund Net Position Statement of Cash Flows Fiduciary Funds: Statement of Fiduciary Net Position Statement of Changes in Fiduciary Net Position 43 (This page intentionally left blank.) 44 B-27 Government-wide Financial Statements The Government-wide Financial Statements includes Governmental, Business-type, and Component Unit activities for the City of Tampa and contains the following financial statements: Statement of Net Position Statement of Activities 45 (This page intentionally left blank.) 46 B-28 CITY OF TAMPA, FLORIDA STATEMENT OF NET POSITIONSEPTEMBER 30, 2023 Primary Government Component Unit GovernmentalActivities Business-TypeActivities Total Streetcar ASSETSCash and Investments $ 522,874,470 $ 602,415,174 $ 1,125,289,644 $63,086Receivables - Net of Allowance for Uncollectibles 48,609,442 52,060,597 100,670,039 111,667Internal Balances 42,632 (42,632)--Inventories 1,109,100 9,386,882 10,495,982 -Prepaid Items 168,211 4,100 172,311 438,946Note Receivable -3,778,958 3,778,958 - Lease Receivables 3,792,739 15,828,182 19,620,921 -Restricted Assets:Cash and Investments 135,554,477 199,143,901 334,698,378 -Capital Assets not Being Depreciated:Land and Land Rights 248,817,175 36,555,925 285,373,100 -Construction in Progress 247,413,642 434,402,121 681,815,763 -Land Infrastructure 96,124,541 -96,124,541 - Capital Assets Net of Accumulated Depreciation:Buildings and Improvements 267,820,690 132,672,143 400,492,833 -Improvements Other Than Buildings 139,032,632 1,049,772,093 1,188,804,725 -Right-of-Use Assets 24,064,177 545,241 24,609,418 -Intangible Assets 1,626,931 160,550 1,787,481 -Machinery and Equipment 73,536,533 44,306,789 117,843,322 -Infrastructure 488,746,421 -488,746,421 - TOTAL ASSETS 2,299,333,813 2,580,990,024 4,880,323,837 613,699 DEFERRED OUTFLOWS OF RESOURCESDeferred Charge on Bond Refunding 5,546,596 5,951,249 11,497,845 -Pension Related Items 460,372,674 43,281,347 503,654,021 -Other Post-Employment Benefits 9,960,531 2,419,405 12,379,936 -TOTAL DEFERRED OUTFLOWS OFRESOURCES 475,879,801 51,652,001 527,531,802 - LIABILITIESAccounts Payable 36,028,248 50,600,159 86,628,407 14,133Contracts Payable - Retainage 6,852,684 10,599,331 17,452,015 -Accrued Salaries 18,230,252 3,738,873 21,969,125 -Unearned Revenues 19,034,637 694,087 19,728,724 3,451Deposits and Advances 16,345,899 599,648 16,945,547 -Due to Other Governments 138,479 142,117 280,596 -Liabilities Payable from Restricted Assets:Accrued Interest Payable 8,509,551 15,565,463 24,075,014 -Noncurrent Liabilities: Due Within One Year 134,480,595 19,848,178 154,328,773 -Noncurrent Liabilities Due in More Than One Year:Net Pension Liability 608,976,356 45,689,274 654,665,630 -Net Other Post-Employee Benefits Liability 59,786,869 14,512,132 74,299,001 -Due in More Than One Year 580,968,190 851,526,256 1,432,494,446 24,157 TOTAL LIABILITIES 1,489,351,760 1,013,515,518 2,502,867,278 41,741 DEFERRED INFLOWS OF RESOURCESDeferred Charge on Bond Refunding 305,726 -305,726 -Pension Related Items 72,938,141 14,780,716 87,718,857 -Other Post-Employment Benefits 8,293,216 2,063,091 10,356,307 -Leases 3,792,739 15,828,182 19,620,921 -TOTAL DEFERRED INFLOWS OFRESOURCES 85,329,822 32,671,989 118,001,811 - NET POSITIONNet Investment in Capital Assets 1,075,230,544 1,001,664,901 2,076,895,445 -Restricted for:Debt Service 32,963,013 12,129,705 45,092,718 -Capital Improvements 14,099,212 -14,099,212 -Grants -170,573 170,573 -Unrestricted 78,239,263 572,489,339 650,728,602 571,958 TOTAL NET POSITION $1,200,532,032 $1,586,454,518 $2,786,986,550 $571,958 The notes to the financial statements are an integral part of this statement.47 (This page intentionally left blank.) B-29 CITY OF TAMPA, FLORIDASTATEMENT OF ACTIVITIESFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Program RevenuesNet (Expenses) Revenuesand Changes in Net PositionPrimary GovernmentComponent UnitFunctions / ProgramsExpensesCharges forServicesOperatingGrants andContributionsCapitalGrants andContributionsGovernmentalActivitiesBusiness-TypeActivitiesTotalStreetcarPrimary Government:Governmental Activities:General Government Services $ 196,950,576 $ 70,296,572 $ 33,271,524 $- $ (93,382,480) $- $ (93,382,480) $-Public Safety373,418,318 51,695,401 49,924,152- (271,798,765)- (271,798,765)-Environmental Services117,462,012 2,065,688 238,772 63,769,964 (51,387,588)- (51,387,588)-Economic and Physical Environment 49,945,959- 18,869,155 14,943,285 (16,133,519)- (16,133,519)-Culture and Recreation82,807,983 19,638,186 162,60427,550 (62,979,643)- (62,979,643)-Interest on Long-Term Debt16,298,299--- (16,298,299)- (16,298,299)-Total Governmental Activities836,883,147143,695,847102,466,20778,740,799(511,980,294)-(511,980,294)-Business-Type Activities:Water Utility134,590,494 177,910,09655,554 5,094,665- 48,469,821 48,469,821-Wastewater Utility135,733,490 152,331,747 1,353,588 723,356- 18,675,201 18,675,201-Solid Waste System98,849,358 112,857,25990,044-- 14,097,945 14,097,945-Parking Facilities22,750,341 34,259,662--- 11,509,321 11,509,321-Golf Courses7,343,817 6,314,323--- (1,029,494) (1,029,494)-Total Business-Type Activities399,267,500483,673,0871,499,1865,818,021-91,722,79491,722,794-Total Primary Government$1,236,150,647$627,368,934$103,965,393$84,558,820(511,980,294)91,722,794(420,257,500)-Component Unit: Streetcar$ 3,763,059 $ 214,168 $ 3,747,454 $---- 198,563General Revenues:Property Taxes301,706,371- 301,706,371-Business Tax11,174,248- 11,174,248-Local Option Resort Tax2,000,000- 2,000,000-Communications Services Tax17,276,250- 17,276,250-Sales Taxes75,613,692- 75,613,692-Utility Taxes56,150,123- 56,150,123-Motor Fuel Taxes13,044,878- 13,044,878-Investment Earnings (Loss)29,674,553 22,995,589 52,670,14220,944Gain on Disposal of Capital Assets- 601,908 601,908-Transfers44,479,276 (44,479,276)--Total General Revenues and Transfers551,119,391(20,881,779)530,237,61220,944 Change in Net Position39,139,097 70,841,015 109,980,112 219,507NET POSITION - OCTOBER 11,161,392,9351,515,613,5032,677,006,438352,451NET POSITION - SEPTEMBER 30$ 1,200,532,032 $ 1,586,454,518 $ 2,786,986,550 $ 571,958The notes to the financial statements are an integral part of this statement.48 (This page intentionally left blank.) B-30 Fund Financial Statements The Fund Financial Statements include statements for the Major Governmental Funds, the Major Proprietary Funds, and the Fiduciary Funds. This subsection contains the following financial statements: Major Governmental Funds Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balances Statement of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual Major Proprietary Funds Statement of Net Position Statement of Revenues, Expenses and Changes in Fund Net Position Statement of Cash Flows Fiduciary Funds Statement of Fiduciary Net Position Statement of Changes in Fiduciary Net Position 49 (This page intentionally left blank.) 50 B-31 Major Governmental Fund Financial Statements The Major Governmental Fund Financial Statements subsection contains the following financial statements: Balance Sheet Reconciliation of Balance Sheet Statement of Revenues, Expenditures, and Changes in Fund Balances Reconciliation of Statement of Revenues, Expenditures, and Changes in Fund Balances Statement of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual 51 (This page intentionally left blank.) 52 B-32 MAJOR GOVERNMENTAL FUNDS The City of Tampa has two (2) major governmental funds, the General Fund and Non-Ad Valorem Bond Capital Projects Fund. General Fund -- the principal fund of the City includes the general fund, self insurance fund and the utilities services tax special revenue fund. It is used to account for major generalactivities, capital projects and debt service payments. The General Fund accounts for normal recurring activities of the City (e.g. Police, Fire Rescue, Economic and Physical Environment,Culture and Recreation, General Government, etc.), intergovernmental revenues, licenses, and fees. The utilities services tax special revenue fund accounts for utilities and communications services tax, which are transferred to the various debt service and capital improvement fundsfor debt service payments and capital projects. Non-Ad Valorem Bond Capital Projects Fund --The fund consists of four (4) separate bond funds, Non-Ad Valorem Revenue Note, Series 2021A, Non-Ad Valorem Bonds CapitalImprovement Projects (CIP) Fund, Series 2016, Non-Ad Valorem Bonds CIP Fund, Series 2021B, and Non-Ad Valorem Bonds CIP Fund series 2022. These bonds are used to providedebt funding for various governmental facilities and transportation capital projects. The projects include renovations to the Tampa Convention Center, the construction of the Hanna AvenueMunicipal Center, and other various building and infrastructure improvements throughout the city. 53 (This page intentionally left blank.) 54 B-33 CITY OF TAMPA, FLORIDA BALANCE SHEETGOVERNMENTAL FUNDS SEPTEMBER 30, 2023 Major Funds General Non AdValorem Bond CapitalProjects Nonmajor GovernmentalFunds Total GovernmentalFunds ASSETSCash and Investments $ 186,888,008 $- $ 295,765,241 $ 482,653,249 Receivables, Net 26,489,368 - 21,106,006 47,595,374 Due from Other Funds 12,330,807 -- 12,330,807 Lease Receivables 3,792,739 -- 3,792,739Inventory667,175 - 441,925 1,109,100 Prepaid Costs and Deposits 168,211 -- 168,211 Restricted Cash and Investments - 20,975,892 114,578,585 135,554,477 TOTAL ASSETS $230,336,308 $20,975,892 $431,891,757 $683,203,957 LIABILITIES AND FUND BALANCESLiabilities: Accounts Payable $ 7,920,148 $ 11,436,762 $ 14,600,501 $ 33,957,411 Deposits and Advances 4,171,480 - 2,618,259 6,789,739Retainage on Contracts - 4,217,663 2,635,021 6,852,684 Accrued Salaries and Expenditures 16,366,530 - 1,426,769 17,793,299 Accrued Interest Payable -- 8,509,551 8,509,551Current Portion of Long-Term Debt -- 32,580,803 32,580,803 Due to Other Funds -- 12,228,401 12,228,401 Due to Other Governments 133,436 -5,043 138,479 Unearned Revenues 8,585,018 - 10,449,619 19,034,637 TOTAL LIABILITIES 37,176,612 15,654,425 85,053,967 137,885,004 DEFERRED INFLOWS OF RESOURCES 3,792,739 --3,792,739 FUND BALANCES: Non Spendable 835,386 - 441,925 1,277,311Restricted- 5,321,467 334,622,553 339,944,020 Committed 7,374,123 - 12,528,603 19,902,726 Assigned 44,157,448 -- 44,157,448Unassigned (Deficit)137,000,000 - (755,291) 136,244,709 TOTAL FUND BALANCES 189,366,957 5,321,467 346,837,790 541,526,214 TOTAL LIABILITIES AND FUND BALANCES $ 230,336,308 $ 20,975,892 $ 431,891,757 $ 683,203,957 The notes to the financial statements are an integral part of this statement. 55 CITY OF TAMPA, FLORIDA RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITIONSEPTEMBER 30, 2023 Total fund balances of governmental funds in the balance sheet (page 55)$ 541,526,214 Amounts reported for governmental activities in the statement of net position (page 47) are different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds, net of capital assets included in internal service funds which are accounted for below. 1,552,764,037 Internal service funds are used by management to charge the costs of fleet maintenance and consumer services to individual funds. The assets and liabilities of the internal service funds are included in governmental activities in the statement of net position. 62,833,737 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds: Bonds and Notes Payable (500,645,735) Unamortized Premium (29,871,293) Lease Liabilities (4,424,701) Subscription Based Information Technology Arrangements Liabilities (14,619,059) Financed Purchases (1,391,732) Total Bonds, Notes Payable, and Leases (550,952,520) Certain assets, deferred outflows, liabilities, and deferred inflows reported in governmental activities are not financial resources or uses and therefore, are not reported in the funds: Claims and Judgments (64,707,797) Compensated Absences (66,511,132) Net Other Post-Employment Benefits Liability (59,786,869) Other Post-Employment Benefits - Deferred Outflows 9,960,531 Other Post-Employment Benefits - Deferred Inflows (8,293,216) Bond Refunding - Deferred Outflows 5,546,596 Bond Refunding - Deferred Intflows (305,726) Net Pension Liability (608,976,356) Pension - Deferred Outflows 460,372,674 Pension - Deferred Inflows (72,938,141) Net Position of governmental activities (page 47) $ 1,200,532,032 The notes to the financial statements are an integral part of this statement. 56 B-34 CITY OF TAMPA, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Major Funds General Non Ad ValoremBond CapitalProjects NonmajorGovernmentalFunds TotalGovernmentalFunds REVENUESTAXES:Property $ 301,706,371 $- $- $ 301,706,371Business11,174,248 -- 11,174,248Sales175,988 - 29,164,131 29,340,119Local Option Resort -- 2,000,000 2,000,000Motor Fuel -- 11,072,219 11,072,219 Utility 56,150,123 -- 56,150,123Communications Services 17,276,250 -- 17,276,250Special Assessments -- 37,572,165 37,572,165INTERGOVERNMENTAL:Federal 868,660 - 64,146,130 65,014,790State70,583,432 - 17,371,078 87,954,510Local3,229,222 - 74,209,970 77,439,192 Transportation Impact Fees -- 4,066,368 4,066,368Licenses and Permits 46,893,043 - 18,931,279 65,824,322Charges for Services and User Fees 65,946,300 - 2,368,769 68,315,069Fines and Forfeitures 8,108,134 -941,311 9,049,445Earnings (Loss) on Investments 9,772,352 5,190,739 14,711,462 29,674,553Contributions and Donations 6,195 -198,446 204,641 TOTAL REVENUES 591,890,318 5,190,739 276,753,328 873,834,385 EXPENDITURESCURRENT: Public Safety 331,435,794 - 27,876,343 359,312,137Culture and Recreation 67,567,683 -837,000 68,404,683Environmental Services 30,952,753 - 47,941,674 78,894,427General Government Services 93,834,429 - 23,104,692 116,939,121Economic and Physical Environment -- 48,995,413 48,995,413DEBT SERVICE:Principal Payments 6,372,930 - 35,985,347 42,358,277 Interest Payments 367,386 - 18,038,233 18,405,619Issuance of Debt Costs 4,333 --4,333Capital Outlay - 97,414,277 106,937,680 204,351,957 TOTAL EXPENDITURES 530,535,308 97,414,277 309,716,382 937,665,967 Excess (Deficiency) of Revenues Over (Under) Expenditures 61,355,010 (92,223,538)(32,963,054)(63,831,582) OTHER FINANCING SOURCES (USES)Sale of Capital Assets 530,206 -238,883 769,089Finance Purchases 323,099 - 1,420,999 1,744,098Transfers In 46,953,044 - 109,922,744 156,875,788Transfers Out (90,029,628)- (38,315,310) (128,344,938) Total Other Financing Sources (Uses)(42,223,279)-73,267,316 31,044,037Net Change in Fund Balances 19,131,731 (92,223,538) 40,304,262 (32,787,545) FUND BALANCES - OCTOBER 1 170,235,226 97,545,005 306,533,528 574,313,759 FUND BALANCES - SEPTEMBER 30 $189,366,957 $5,321,467 $346,837,790 $541,526,214 The notes to the financial statements are an integral part of this statement. 57 CITY OF TAMPA, FLORIDA RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDSTO THE STATEMENT OF ACTIVITIES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Net change in fund balances - total governmental funds (page 57)$(32,787,545) Amounts reported for governmental activities in the statement of activities (page 48) are different because: Governmental funds do not report miscellaneous capital assets transactions, but they are reported in the government-wide statements. Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlays exceeded depreciation in the current period. Capital Asset Transactions (3,934,224) Capital Outlay 204,351,957 Depreciation Expense (68,425,910) 131,991,823 Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. Claims and Judgments (1,265,866) Compensated Absences (6,948,126) Finance Purchases/Lease Liabilities (870,902) Other Post Employment Benefits Liability (3,189,189) Other Post Employment Benefits - Deferred Outflows (2,627,674) Other Post Employment Benefits - Deferred Inflows 1,269,975 Amortization of Bond Discount 3,039,092 Net Change in Pension Liability (475,137,865) Pension Contributions - Deferred Outflows 345,084,957 Pension Contributions - Deferred Inflows 24,580,863 Deferred Charges on Bond Refunding - Deferred Outflows (1,008,206) Deferred Charges on Bond Refunding - Deferred Inflows 76,432 Expenses not requiring current financial resources (116,996,509) The issuance of long-term debt (e.g., bonds, leases) provides current financial resources to governmental funds, while the repayment of principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net position. Also, governmental funds report the effect of insurance cost, premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long-term debt and related items. Long-Term Debt Issuance and Payments: Bond Principal Payment 35,965,803 Financed Purchases/Leases and SBITA Liabilities 6,231,929 Long-Term Debt Issuance and Payments 42,197,732 The change in Net Position of the internal service funds is reported within governmental activities. 14,733,596 Change in Net Position of governmental activities (page 48)$ 39,139,097 The notes to the financial statements are an integral part of this statement. 58 B-35 CITY OF TAMPA, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCES--BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Original BudgetedAmount Final BudgetedAmount ActualAmounts Variance withFinal Budget - Positive(Negative) REVENUESTaxes: Property $ 299,029,019 $ 299,029,019 $ 301,706,371 $ 2,677,352 Business 11,200,000 11,200,000 11,174,248 (25,752)Sales 168,420 168,420 175,988 7,568 Utility 49,914,500 49,914,500 56,150,123 6,235,623 Communications Services 16,500,000 16,500,000 17,276,250 776,250 Total Taxes 376,811,939 376,811,939 386,482,980 9,671,041 Intergovernmental:Federal--Public Safety 428,442 428,442 387,638 (40,804) Federal--Economic Environment 416,061 416,061 421,537 5,476 Federal--Other --59,485 59,485State--Half-Cent Sales Tax 47,170,000 47,170,000 46,273,573 (896,427) State--Revenue Sharing 9,752,000 9,752,000 12,451,448 2,699,448 State--Police and Fire Pension Contribution 7,778,059 10,576,095 10,576,096 1 State--Beverage Licenses 438,000 438,000 519,287 81,287State--Mobile Home Licenses 186,000 186,000 171,790 (14,210) State--Other 544,608 544,608 591,238 46,630 County--Occupational Licenses 103,020 103,020 51,832 (51,188)County--Public Safety 2,677,644 2,765,644 3,129,198 363,554 County--Other 10,000 10,000 10,000 - Local--Other 103,020 103,020 38,192 (64,828) Total Intergovernmental 69,606,854 72,492,890 74,681,314 2,188,424 Licenses and Permits: Franchise Fees 34,946,876 34,946,876 46,530,841 11,583,965Building Fees 675,000 675,000 342,469 (332,531) Other Licenses and Permits 30,000 30,000 19,733 (10,267) Total Licenses and Permits 35,651,876 35,651,876 46,893,043 11,241,167 Charges for Services and User Fees: Public Safety 40,025,093 42,929,302 43,863,209 933,907Charges to Other Funds 85,183 85,183 153,838 68,655 Convention Center 11,164,522 11,664,522 14,045,325 2,380,803 Parks and Recreation 4,693,296 5,193,296 5,592,861 399,565 Rental of Facilities and Concessions 884,140 884,140 917,515 33,375Insurance, Net (1,511,391) (1,511,391) (1,070,819)440,572 Other Miscellaneous Charges 5,518,987 4,718,987 2,444,371 (2,274,616) Total Charges for Services and User Fees 60,859,830 63,964,039 65,946,300 1,982,261 Fines and Forfeitures 7,486,100 7,486,100 8,108,134 622,034 Earnings (Loss) on Investments 3,703,500 3,703,500 9,772,352 6,068,852 Contributions and Donations -6,000 6,195 195 TOTAL REVENUES 554,120,099 560,116,344 591,890,318 31,773,974 59 CITY OF TAMPA, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES--BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgetedAmount FinalBudgetedAmount ActualAmounts Variance with Final Budget -Positive(Negative) EXPENDITURES Public Safety: Police $ 198,829,697 $ 195,431,196 $ 190,623,143 $ 4,808,053 Fire Rescue 124,226,460 129,691,231 127,232,292 2,458,939Neighborhood and Community Affairs 13,686,765 13,706,297 13,580,359 125,938 Total Public Safety 336,742,922 338,828,724 331,435,794 7,392,930 Culture and Recreation: Parks and Recreation 55,246,263 56,711,703 54,748,867 1,962,836Convention Center 13,117,941 13,845,101 12,818,816 1,026,285 Total Culture and Recreation 68,364,204 70,556,804 67,567,683 2,989,121 Environmental Services:Contract Administration 11,023,906 11,024,618 11,091,527 (66,909)Environmental Services 1,770,844 1,766,768 1,565,690 201,078Facilities Management 18,973,915 18,975,690 18,295,536 680,154 Total Environmental Services 31,768,665 31,767,076 30,952,753 814,323 General Government Services:Administration 5,091,404 4,973,363 4,265,395 707,968City Attorney 5,938,340 6,339,052 6,369,468 (30,416)City Clerk 2,160,254 2,190,754 2,108,252 82,502City Council 1,758,310 1,870,789 1,894,052 (23,263)Economic and Urban Development 4,864,025 5,171,097 7,330,316 (2,159,219) Human Resources and Talent Development 5,181,559 5,231,417 5,151,740 79,677 Internal Audit 914,101 914,813 822,283 92,530 Mayor 802,129 802,841 762,089 40,752Planning and Development 11,030,894 11,435,129 5,478,214 5,956,915Purchasing3,323,344 3,324,056 3,412,745 (88,689)Revenue and Finance 11,577,451 11,578,163 11,538,502 39,661Technology and Innovation 30,383,072 28,349,016 26,751,328 1,597,688Other--Non Departmental 33,303,637 26,367,320 17,950,045 8,417,275 Total General Government Services 116,328,520 108,547,810 93,834,429 14,713,381DEBT SERVICEPrincipal Payments 1,664,058 6,430,854 6,372,930 57,924Interest Payments 167,045 371,710 367,386 4,324 Issuance of Debt Costs 5,000 5,000 4,333 667 TOTAL EXPENDITURES 555,040,414 556,507,978 530,535,308 25,972,670Excess (Deficiency) of Revenues Over (Under) Expenditures (920,315) 3,608,366 61,355,010 57,746,644 OTHER FINANCING SOURCES (USES) Sale of Capital Assets 809,400 809,400 530,206 (279,194)Finance Purchases - 323,101 323,099 (2)Transfers In:Payments in Lieu of Taxes and Franchise Fees 39,467,506 39,467,506 40,626,902 1,159,396Utility Tax 1,702,449 1,465,449 1,465,449 -Community Redevelopment Agency 3,145,773 2,811,448 2,811,445 (3) Other Transfers In 2,049,248 2,049,248 2,049,248 - Transfers Out: Insurance (1,465,005) (1,465,005) (1,447,712) 17,293Other Transfers Out (62,765,458) (89,464,391) (88,581,916) 882,475 Total Other Financing Sources (Uses)(17,056,087)(44,003,244)(42,223,279)1,779,965 Net Change in Fund Balances (17,976,402) (40,394,878) 19,131,731 59,526,609 FUND BALANCES - OCTOBER 1 170,235,226 170,235,226 170,235,226 -FUND BALANCES - SEPTEMBER 30 $ 152,258,824 $ 129,840,348 $ 189,366,957 $ 59,526,609 The notes to the financial statements are an integral part of this statement. 60 B-36 Proprietary Fund Financial Statements The Proprietary Fund Financial Statements subsection includes statements for the major and nonmajor enterprise funds, internal service funds, and contains the following financial statements: Statement of Net Position Statement of Revenues, Expenses and Changes in Fund Net Position Statement of Cash Flows 61 (This page intentionally left blank.) 62 B-37 PROPRIETARY (ENTERPRISE AND INTERNAL SERVICE) FUNDS Proprietary Funds are classified as Enterprise Funds and Internal Service Funds. The City has three (3) major enterprise funds, two (2) nonmajor enterprise funds and two (2) internal servicefunds. MAJOR ENTERPRISE FUNDS Water Utility Fund -- accounts for the payments received for the treatment and delivery ofdrinking water within the service area. The Water Utility's mission is to ensure that the City's water supply can meet demands during normal and emergency conditions, to provide reclaimedwater service, and to protect the City's main source of drinking water, the Hillsborough River. Wastewater Utility Fund -- accounts for the payments received for the collection, treatment and disposal of wastewater within the service area. The Wastewater Utility's mission is toremove pollutants and pathogens from wastewater in a manner that is consistent with federal, state, and local environmental regulations. Solid Waste System Fund -- accounts for the payments received for the collection, disposal and recycling of solid waste within the service area in a manner that is consistent with environmental rules and regulations. The Solid Waste Utility also includes the McKay BayRefuse-to-Energy Facility, which generates electricity for resale. NONMAJOR ENTERPRISE FUNDS Parking Facilities Fund -- accounts for the operations of ten (10) City owned parking garages,nine (9) surface lots, and over 1,800 metered spaces. Golf Courses Fund -- accounts for the operations of the City-owned Babe Zaharias, Rogers Park, and Rocky Point golf courses. INTERNAL SERVICE FUNDS Fleet Maintenance Fund -- accounts for safe operation of the City's fleet of police cars, fire and rescue vehicles, public works trucks, solid waste front loaders, and many other types of onand off-road vehicles and equipment. Consumer Services Fund -- accounts for the meter reading, billing and meter maintenance function of over 155,000 utility accounts within the service area. 63 (This page intentionally left blank.) 64 B-38 CITY OF TAMPA, FLORIDASTATEMENT OF NET POSITIONPROPRIETARY FUNDSSEPTEMBER 30, 2023Business-Type Activities - Enterprise FundsGovernmentalActivitiesMajor FundsWaterUtilityWastewaterUtilitySolid WasteSystemNonmajorEnterprise FundsTotalInternalService FundsASSETSCURRENT ASSETS:Cash and Investments$ 312,153,867 $ 200,120,132 $ 58,644,508 $ 31,496,667 $ 602,415,174 $ 40,221,221Receivables, Net20,929,80416,946,32813,699,841484,62452,060,5971,014,068Due from Other Funds442,680---442,680-Inventories3,051,1424,076,9132,003,460255,3679,386,882-Prepaid Expenses and Deposits---4,1004,100-RESTRICTED CURRENT ASSETS:Cash and Investments19,781,0869,164,888--28,945,974-TOTAL CURRENT ASSETS356,358,579230,308,26174,347,80932,240,758693,255,40741,235,289NONCURRENT ASSETS:Restricted Cash and Investments81,845,95988,351,968-- 170,197,927-Notes Receivable778,958--3,000,0003,778,958-Lease Receivables394,525--15,433,65715,828,182-CAPITAL ASSETS:Land and Land Rights9,332,5865,625,738632,43620,965,16536,555,9251,310Buildings and Improvements63,800,25170,966,108 210,083,117 101,642,479 446,491,9552,899,893Improvements Other Than Buildings1,168,960,102 1,057,712,8517,258,85614,963,769 2,248,895,5781,298,295Machinery and Equipment15,863,18525,094,48961,913,4774,067,362 106,938,51361,274,158Right-of-Use Assets535,674881,285--1,416,959-Intangible Assets1,749,705526,45366,794-2,342,952117,023Construction in Progress167,171,703 197,285,81967,339,3602,605,239 434,402,121-Less Accumulated Depreciation(483,349,968) (803,268,189) (208,405,952) (83,605,032) (1,578,629,141) (31,171,974)TOTAL CAPITAL ASSETS944,063,238554,824,554138,888,08860,638,9821,698,414,86234,418,705TOTAL NONCURRENT ASSETS1,027,082,680643,176,522138,888,08879,072,6391,888,219,92934,418,705TOTAL ASSETS1,383,441,259873,484,783213,235,897111,313,3972,581,475,33675,653,994DEFERRED OUTFLOWS OF RESOURCES20,249,16617,227,4688,879,6145,295,75351,652,001-65CITY OF TAMPA, FLORIDASTATEMENT OF NET POSITION (CONTINUED)PROPRIETARY FUNDSSEPTEMBER 30, 2023Business-Type Activities - Enterprise FundsGovernmentalActivitiesMajor FundsWaterUtilityWastewaterUtilitySolid WasteSystemNonmajorEnterprise FundsTotalInternalService FundsLIABILITIESCURRENT LIABILITIES:Accounts Payable$ 26,922,928 $ 13,418,761 $ 8,198,956 $ 2,059,514 $ 50,600,159 $ 2,070,837Retainage on Contracts4,439,5125,813,565346,254-10,599,331-Accrued Salaries1,135,1951,320,6751,061,858221,1453,738,873436,953Accrued Liabilities1,772,2392,485,0501,405,700494,7306,157,719-Unearned Revenues8,930561-684,596694,087-Due to Other Funds137,067165,100150,12333,022485,31259,774Customer Deposits196,700100,000294,2838,665599,6488,220,655Customer Advances-----1,335,505Leases267,779184,286--452,065-PAYABLE FROM RESTRICTED ASSETS:Accrued Interest Payable8,624,0756,941,388--15,565,463-Current Portion of Long-Term Debt11,157,0112,223,500--13,380,511-TOTAL CURRENT LIABILITIES54,661,43632,652,88611,457,1743,501,672102,273,16812,123,724LONG-TERM LIABILITIES:Landfill Postclosure295,400---295,400-Compensated Absences - Long-Term2,124,9662,148,4061,518,028220,5566,011,956696,533Other Post Employment Benefits4,985,2155,120,1453,812,535594,23714,512,132-Net Pension Liability15,991,24615,534,3538,680,9625,482,71345,689,274-Long-Term Leases124,873664--125,537-Long-Term Debt Payable After One Year495,725,628 349,367,735-- 845,093,363-TOTAL LONG-TERM LIABILITIES519,247,328372,171,30314,011,5256,297,506911,727,662696,533TOTAL LIABILITIES573,908,764404,824,18925,468,6999,799,1781,014,000,83012,820,257DEFERRED INFLOWS OF RESOURCES6,291,2075,724,3703,228,69417,427,71832,671,989-NET POSITIONNet Investment in Capital Assets517,051,899 285,085,932 138,888,08860,638,982 1,001,664,90134,418,705Restricted:Debt Service9,906,2042,223,501--12,129,705-Grants170,573---170,573-Unrestricted296,361,778 192,854,25954,530,03028,743,272 572,489,33928,415,032TOTAL NET POSITION$823,490,454$480,163,692$193,418,118$89,382,254$1,586,454,518$62,833,737The notes to the financial statements are an integral part of this statement.66B-39 CITY OF TAMPA, FLORIDASTATEMENT OF REVENUES, EXPENSES, ANDCHANGES IN FUND NET POSITIONPROPRIETARY FUNDSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Business-Type Activities - Enterprise FundsGovernmentalActivitiesMajor FundsWaterUtilityWastewaterUtilitySolid WasteSystemNonmajor EnterpriseFundsTotalInternalService FundsOPERATING REVENUESCharges for Sales and Services$177,907,818$152,233,614$112,854,438$40,555,719$483,551,589$43,322,713OPERATING EXPENSESPersonal Services and Benefits32,658,35737,331,60132,330,0956,598,082108,918,13512,818,847Supplies and Materials19,417,24620,309,5466,538,967700,61346,966,3724,767,570Contract Services9,354,6264,051,85612,235,0749,615,92135,257,47711,024,329Other Services and Charges27,216,35729,610,29938,224,0518,219,579103,270,28610,606,515Depreciation30,494,85231,597,7799,521,1712,670,45774,284,2596,050,181TOTAL OPERATING EXPENSES119,141,438122,901,08198,849,35827,804,652368,696,52945,267,442OPERATING INCOME (LOSS)58,766,38029,332,53314,005,08012,751,067114,855,060(1,944,729)NONOPERATING REVENUES (EXPENSES)Gain on Investments12,180,0656,960,9632,575,2291,279,33222,995,589508,987Gain (Loss) on Disposal of Capital Assets101,829(638,126)500,079(155,516)(191,734)(67,471)Federal Government--90,044-90,044-State Government10,790508,350--519,14090,869Local Government44,764845,238-(2,133,990)(1,243,988)-Interest Expense(15,449,056)(12,194,283)--(27,643,339)(93,583)Miscellaneous Revenue2,27898,1332,82118,266121,498291,097TOTAL NONOPERATING REVENUES (EXPENSES)(3,109,330)(4,419,725)3,168,173(991,908)(5,352,790)729,899INCOME (LOSS) BEFORE CONTRIBUTIONS AND TRANSFERS55,657,05024,912,80817,173,25311,759,159109,502,270(1,214,830)CONTRIBUTIONS AND TRANSFERSCapital Contributions5,094,665723,356--5,818,021-Transfers In820,534--1,086,5061,907,04016,038,426Transfers Out:Pilot and Piloff(14,871,810)(14,774,627)(9,461,822)(1,518,643)(40,626,902)-Other Transfers Out(421,163)(866,202)(580,572)(3,891,477)(5,759,414)(90,000)TOTAL CONTRIBUTIONS AND TRANSFERS(9,377,774)(14,917,473)(10,042,394)(4,323,614)(38,661,255)15,948,426CHANGE IN NET POSITION46,279,2769,995,3357,130,8597,435,54570,841,01514,733,596NET POSITION - OCTOBER 1777,211,178470,168,357186,287,25981,946,7091,515,613,50348,100,141NET POSITION - SEPTEMBER 30$ 823,490,454 $ 480,163,692 $ 193,418,118 $ 89,382,254 $ 1,586,454,518 $ 62,833,737The notes to the financial statements are an integral part of this statement.67 (This page intentionally left blank.) 68B-40 CITY OF TAMPA, FLORIDASTATEMENT OF CASH FLOWSPROPRIETARY FUNDSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Business-Type Activities Enterprise FundsGovernmentalActivitiesMajor FundsNonmajorWaterWastewaterSolid WasteEnterpriseInternalUtilityUtilitySystemFundsTotalService FundsCASH FLOWS FROM OPERATING ACTIVITIES Receipts from Customers and Users $ 170,728,569 $ 147,933,794 $ 109,677,439 $ 40,218,255 $ 468,558,057 $ 3,414,872 Receipts from Interfund Services Provided 1,911,793 2,834,727 1,845,869 340,439 6,932,828 40,559,436 Payments to Suppliers(34,388,703) (36,514,136) (28,753,989) (15,231,033) (114,887,861) (22,050,277) Payments to Employees(29,883,660) (35,236,275) (31,174,973)(5,752,947) (102,047,855) (12,826,941) Payments for Interfund Services Used(12,847,254) (17,247,548) (24,866,193)(3,011,773) (57,972,768)(4,676,877) Other Receipts 19,434 99,432 2,821 18,266 139,953 291,097 Net Cash Provided by Operating Activities 95,540,179 61,869,994 26,730,974 16,581,207 200,722,354 4,711,310 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Interfund Transfers Received from Other Funds 820,534 - - 1,086,506 1,907,040 16,038,426 Interfund Transfers Paid to Other Funds(15,292,973) (15,640,829) (10,042,394)(5,410,120) (46,386,316)(90,000) Cash Received from Federal Government - - 90,044 - 90,044 - Cash Received from State Government 10,790 508,350 - - 519,140 90,869 Cash Received (Paid) to Other Governments - 845,238 - (2,133,990)(1,288,752) - Net Cash Provided (Used) by Noncapital Financing Activities(14,461,649) (14,287,241)(9,952,350)(6,457,604) (45,158,844) 16,039,295 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition and Construction of Capital Assets(117,191,676) (76,893,374) (31,092,163)(1,480,652) (226,657,865)(7,038,387) Interest Payments on Capital Debt(15,918,551) (12,216,332) - - (28,134,883)(93,583) Leases 392,652 63,181 - - 455,833 - Capital Grants 44,764 - - - 44,764 - Contributions from Subdividers and Other Governments 4,200,341 704,060 - - 4,904,401 - Proceeds (Loss) from Sale of Capital Assets 103,484 (1,408,913) 584,474 138,024 (582,931) 49,893 Principal Paid on Capital Debt(11,438,792)(2,305,781) - - (13,744,573) - Net Cash Used by Capital and Related Financing Activities(139,807,778) (92,057,159) (30,507,689)(1,342,628) (263,715,254)(7,082,077)CASH FLOWS FROM INVESTING ACTIVITIES Interest Earnings on Cash and Investments 12,180,065 6,960,963 2,575,229 1,279,332 22,995,589 508,987 Net Cash Provided (Used) by Investing Activities 12,180,065 6,960,963 2,575,229 1,279,332 22,995,589 508,987 Net Increase (Decrease) in Cash and Investments(46,549,183) (37,513,443) (11,153,836) 10,060,307 (85,156,155) 14,177,515 Beginning Cash and Investments 460,330,095 335,150,431 69,798,344 21,436,360 886,715,230 26,043,706 Ending Cash and Investments $ 413,780,912 $ 297,636,988 $ 58,644,508 $ 31,496,667 $ 801,559,075 $ 40,221,221 69CITY OF TAMPA, FLORIDASTATEMENT OF CASH FLOWS (CONTINUED)PROPRIETARY FUNDSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Business-Type Activities Enterprise FundsGovernmentalActivitiesMajor FundsNonmajorWaterWastewater Solid WasteEnterpriseInternalUtilityUtilitySystemFundsTotalService FundsReconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Operating Income (Loss) $ 58,766,380 $ 29,332,533 $ 14,005,080 $ 12,751,067 $ 114,855,060 $ (1,944,729) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Depreciation 30,494,852 31,597,779 9,521,171 2,670,457 74,284,259 6,050,181 Miscellaneous Receipts 19,434 99,432 2,821 18,266 139,953 291,097 Change in Assets and Liabilities: Change in Receivables--Net(4,902,184)(1,323,056)(911,107)(17,429)(7,153,776) 77,970 Change in Due From Other funds(2,720) - - - (2,720) - Change in Note Receivable and Advances to Other Funds 171,995 - - - 171,995 - Change in Lease Receivables 25,709 - - (61,720)(36,011) - Change in Inventories(999,008)(866,708)(409,047)(58,374)(2,333,137) - Change in Prepaid Expenses and Deposits - - - 1,867 1,867 - Change in Deferred Outflows of Resources(9,662,560)(9,643,919)(5,471,552)(3,455,718) (28,233,749) - Change in Net Pension Liability 13,895,279 13,498,271 7,543,151 4,764,096 39,700,797 - Change in Deferred Inflows of Resources(1,617,558)(1,546,368)(864,147)(484,057)(4,512,130) - Change in Accounts Payable 9,112,744 803,890 3,444,270 344,301 13,705,205 (247,763) Change in Retainage on Contracts 101,954 - - - 101,954 - Change in Accrued Salaries(428,620)(813,571)(647,508)(95,334)(1,985,033)(251,464) Change in Accrued Liabilities 562,447 600,913 595,178 177,868 1,936,406 106,687 Change in Due to Other Funds 31,404 30,788 28,590 6,352 97,134 6,801 Change in Customer Deposits and Advances 34,400 100,000 4,074 395 138,869 622,530 Change in Landfill Postclosure(72,699) - - - (72,699) - Change in Unearned Revenues 8,930 10 (110,000) 19,170 (81,890) - Total Adjustments 36,773,799 32,537,461 12,725,894 3,830,140 85,867,294 6,656,039 Net Cash Provided by Operating Activities $ 95,540,179 $ 61,869,994 $ 26,730,974 $ 16,581,207 $ 200,722,354 $ 4,711,310 Noncash Investing, Capital, and Financing Activities: Change in Capital Contributions $ 894,324 $ 19,296 $ - $ - $ 913,620 $ - Change in Payables Related to Capital Asset Acquisition 1,213,398 447,974 346,254 - 2,007,626 - Change in Amortization of Premium or Discount on Bonds 2,025,307 1,690,326 - - 3,715,633 - Change in Fair Value of Investments 2,257,332 (224,117)(1,045,689)(205,394) 782,132 (11,737)Cash and Investments are Reported in Financial Statements as Follows: Pooled Cash and Investments $ 312,153,867 $ 200,120,132 $ 58,644,508 $ 31,496,667 $ 602,415,174 $ 40,221,221 Restricted Assets - Pooled Cash 101,627,045 97,516,856 - - 199,143,901 - Ending Cash and Investments $ 413,780,912 $ 297,636,988 $ 58,644,508 $ 31,496,667 $ 801,559,075 $ 40,221,221 The notes to the financial statements are an integral part of this statement.70B-41 Fiduciary Funds Fiduciary Funds are funds held in trust by the City of Tampa for employees’ retirement or funds held in a trust capacity for others. The Fiduciary Funds Statements for the City of Tampa are listed below. Statement of Fiduciary Net Position Statement of Changes in Fiduciary Net Position 71 (This page intentionally left blank.) 72 B-42 FIDUCIARY FUNDS Fiduciary Funds are funds held in trust by the City of Tampa for employees' retirement or fundsheld in a trust capacity for agencies. The Fiduciary Funds for the City of Tampa are presented below: Firefighters and Police Officers' Pension Trust Fund and General Employees' Retirement Trust Fund -- these funds account for the accumulation of resources to be used for retirement annuity payments to eligible pensioners and their beneficiaries. Resources are contributed byboth employees at rates fixed by law, and by the City and employees in amounts determined by an independent annual actuarial study. Custodial Funds -- funds which hold monies in a custodial capacity for various government units, individuals or funds. 73 (This page intentionally left blank.) 74 B-43 CITY OF TAMPA, FLORIDA STATEMENT OF FIDUCIARY NET POSITIONFIDUCIARY FUNDS SEPTEMBER 30, 2023 PensionTrust Funds CustodialFunds ASSETS Cash and Investments $ 70,046,972 $ 7,094,781 Investments, at Fair Value:Debt and Other Interest Bearing Investments 679,392,443 - Equities 2,406,344,463 - Real Estate Investments 96,613,085 - Total Cash and Investments 3,252,396,963 7,094,781 Receivables, Net 13,931,715 - Interest and Dividends Receivable 3,718,884 - Capital Assets: Land 100,000 - Buildings and Improvements 1,041,744 - Intangible Assets-Software 4,505,629 - Less Accumulated Depreciation (1,202,757)-Total Capital Assets 4,444,616 - TOTAL ASSETS 3,274,492,178 7,094,781 LIABILITIES Accounts Payable 19,863,544 18,880 Other Liabilities -118,654 TOTAL LIABILITIES 19,863,544 137,534 NET POSITION Restricted for: Held in Trust for Pension Benefits 3,254,628,634 - Individuals, Organizations, and Other Governments -6,957,247 TOTAL NET POSITION $3,254,628,634 $6,957,247 The notes to the financial statements are an integral part of this statement. 75 (This page intentionally left blank.) 76 B-44 CITY OF TAMPA, FLORIDA STATEMENT OF CHANGES IN FIDUCIARY NET POSITIONFIDUCIARY FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 PensionTrust Funds CustodialFunds ADDITIONSContributions: Employer $ 60,148,286 $-Employees 26,287,023 - State of Florida 10,576,096 - Total Contributions 97,011,405 - Collections of Escrow Funds -13,648,306Miscellaneous-508,817 Investment Earnings (Loss):Interest and Dividends 62,124,722 230,319Net Increase (Decrease) in the Fair Value of Investments 391,928,905 38,310 Total Investment Earnings (Loss)454,053,627 268,629 Less Investment Expenses (8,887,882)-Net Investment Earnings (Loss)445,165,745 268,629 Total Additions (Subtractions), Net 542,177,150 14,425,752 DEDUCTIONSPension Benefits 196,267,245 -Administrative Expenses 4,522,812 -Payments of Escrow Funds -13,720,178Other Payments -149,756 Total Deductions 200,790,057 13,869,934 Change in Net Position 341,387,093 555,818 NET POSITION - OCTOBER 1 2,913,241,541 6,401,429 NET POSITION - SEPTEMBER 30 $3,254,628,634 $6,957,247 The notes to the financial statements are an integral part of this statement. 77 (This page intentionally left blank.) 78 B-45 Notes to the Financial Statements The Notes to the Financial Statements include a Summary of Significant Accounting Principles and other disclosures considered necessary for a clear understanding of the City of Tampa's financial transactions. The Notes to the Financial Statements are an integral part of the Financial Statements. 79 (This page intentionally left blank.) 80 B-46 Notes to the Financial Statements For the Fiscal Year Ended September 30, 2023 Notes Page # 1 - Significant Accounting Policies................................................................................................... 83 Financial Reporting Entity.................................................................................................... 83 Basic Financial Statements................................................................................................. 85 Measurement Focus, Basis of Accounting, and Financial Statement Presentation..................................................................................... 86 Major Governmental Fund .................................................................................................. 87 Major Proprietary (Enterprise) Funds.................................................................................. 87 Internal Service Funds........................................................................................................ 88 Fiduciary Funds................................................................................................................... 88 Assets, Liabilities, Deferred Inflows/Outflows, and Equity................................................... 88 2 - Budget and Budgetary Data....................................................................................................... 97 3 - Governmental Fund Balances.................................................................................................... 98 4 - Proprietary (Enterprise and Internal Service) Funds Net Position............................................. 100 5 - Property Taxes........................................................................................................................... 101 6 - Deposits and Investments Cash on Deposit – City of Tampa........................................................................................ 102 Primary Government Investments........................................................................... 102 Interest Rate Risk.................................................................................................... 104 Credit Risk............................................................................................................... 104 Concentration of Credit Risk.................................................................................... 104 Custodial Credit Risk............................................................................................... 104 Pension Plan Investments................................................................................................... 104 General Employees’ Pension Trust Fund...................................................................... 105 Fair Value Measurements........................................................................................ 105 Interest Rate Risk.................................................................................................... 108 Credit Risk............................................................................................................... 108 Concentration of Credit Risk................................................................................... 108 Custodial Credit Risk............................................................................................... 108 Foreign Currency Risk............................................................................................. 108 Currency Risk.......................................................................................................... 108 Firefighters and Police Officers’ Pension Fund............................................................. 109 Interest Rate Risk.................................................................................................... 110 Credit Risk............................................................................................................... 110 Concentration of Credit Risk................................................................................... 110 Custodial Credit Risk............................................................................................... 110 Foreign Currency Risk............................................................................................. 110 81 Notes to the Financial Statements For the Fiscal Year Ended September 30, 2023 Notes Page # 7 - Receivables and Unearned Revenues....................................................................................... 112 8 - Capital Assets............................................................................................................................ 114 9 - Interfund Receivables, Payables, Transfers, and Advances...................................................... 119 10 - Leases/Subscription-Based Information Technology Arrangements (SBITA)......................... 121 11 - Long-Term Obligations and Deferred Items............................................................................. 123 12 - Long-Term Debt....................................................................................................................... 125 13 - Conduit Debt............................................................................................................................ 132 14 - Arbitrage Rebate...................................................................................................................... 135 15 - Contingent Liabilities and Commitments.................................................................................. 135 16 - Risk Management.................................................................................................................... 138 17 - Other Post-Employment Benefits (OPEB)............................................................................... 141 18 - Employee Retirement and Pension Plans............................................................................... 145 (A) Firefighters and Police Officers' Pension Fund............................................................ 146 (B) General Employees' Pension Trust Fund..................................................................... 153 (C) Combining Statement of Fiduciary Net Position........................................................... 164 (D) Deferred Compensation............................................................................................... 166 19 - Pollution Remediation Obligations........................................................................................... 166 20 - Related Parties......................................................................................................................... 166 21 - Tax Abatements....................................................................................................................... 167 22 - Subsequent Events................................................................................................................... 168 82 B-47 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of the City of Tampa (the City) conform to accounting principles generally accepted in the United States of America (GAAP) as applicable to governmental entities. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmentalaccounting and financial reporting principles, which are primarily set forth in the GASB's Codification ofGovernmental Accounting and Financial Reporting Standards (GASB Codification). The more significant of theseaccounting policies are summarized below. A. Financial Reporting Entity The City of Tampa is a municipal corporation that was incorporated in 1887 and is governed by an elected Mayor and a seven (7) member Council. The City was created and is governed under the laws of Florida numbers 745 ofthe year 1855, and 3779 of the year 1887. The City provides traditional governmental services such as publicsafety, culture and recreation, and environmental services, water and wastewater services, solid waste disposal,and various parking services. This report includes all funds, departments, agencies, boards and commissions, and other organizational units thatare administered by the mayor and/or controlled by, or dependent upon the City Council as set forth in the CityCharter. The City, a primary government, has reviewed for inclusion all potential component units for which it maybe financially accountable, and other organizations for which the nature and significance of their relationship with the City are such that exclusion would cause the City's financial statements to be misleading or incomplete. GASB Codification Section 2100 (Reporting Entity), has set forth criteria to be considered in determining financial accountability. This criteria includes appointing a voting majority of an organization's governing body and (1) theability of the City to impose its will on that organization, or (2) the potential for the organization to provide specificfinancial benefits to or impose specific financial burdens on the City. Blended Component Units: There are three (3) component units, which are legally separate from the City, but are so intertwined with the City that they are, in substance, the same as the City. These are the Community Redevelopment Agency, the Firefighters and Police Officers' Pension Fund, and the General Employees' PensionFund. They are reported as part of the City and blended into the appropriate funds, as listed below: Community Redevelopment Agency (CRA): Was created in 1982 under part 3 of Chapter 163 of the Florida Statutes and City of Tampa ordinance numbers 2119-H and 2871-H. Its sole purpose is to administer funds distributed via state law for blighted areas within the City. The CRA board is composed of the same seven (7)members of City Council; therefore, the City Council has absolute influence over the CRA board. Inaccordance with Florida Statute 163.387, the amount and source of revenues into, and the amount andpurpose of expenditures from the CRA fund, including the amount of debt principal and interest paid during the current year, as well as the remaining amount of indebtedness to which revenues of the fund are pledged, are detailed in the supplemental schedule. The complete financial statements for the CRA may be obtained at theCity's Accounting Office at 306 East Jackson Street, Tampa, Florida or by visiting the City's websitehttps://www.tampagov.net/accounting. The financial statements are presented as a non-major special revenuefund in the financial statements of the City. 83 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) Firefighters and Police Officers' in the City of Tampa (F&P Pension Fund): Was created by a special act of the Florida legislature and provides defined pension benefits to sworn, certified members of the Tampa FireRescue Department and the Tampa Police Department. The F&P Pension Fund is administered by a nine (9)member Board of Trustees consisting of three (3) firefighter members elected by active and retired firefighters,three (3) police officer members elected by active and retired police officers, and three (3) members of the City's administration appointed by the Mayor. The F&P Pension Fund benefits are a subject of mandatory collective bargaining, and as such, any changes to the pension fund must be collectively bargained and agreedupon between the City and both the fire and police unions, submitted to the local delegation with an actuarialimpact statement, enacted by the state legislature and signed into law by the governor. As plan sponsor, theCity has the obligation to maintain the actuarial soundness of the pension fund and makes quarterly pension contributions to the fund at a ratio of 1:1.34 of pension contributions made by active and participating firefighters and police officers as determined each year by the fund's actuary professional. The actuariallydetermined quarterly contributions are reflected in the City’s annual budget. The F&P Pension Fund is asemi-autonomous entity and issues separate financial statements of the fund. The fund's financial statementsmay be obtained from its administrative office located at 3001 North Boulevard, Tampa, FL, 33603 and by visiting the City's website https://www.tampagov.net/fire-and-police-pension. These financial statements are also blended in the City's Fiduciary Funds section. General Employees' Pension Plan (GE Pension Fund): The GE Pension Fund is administered by a seven (7)member Board of Trustees. Three of the members are appointed by the Mayor, three (3) of the members are to be employees participating in the fund and elected by active members who have not taken the Deferred Retirement Option Plan (DROP) option of the fund (retirees are not eligible to vote), and the remaining memberis the City of Tampa's Chief Financial Officer. The City contributes to the GE Pension Fund, on behalf of allfull-time and part-time non-sworn City employees and former employees of the City, whose current governmental employees make contributions for those employees. The GE Pension Fund is administered by an independent Board of Trustees and is accounted for as a separate pension trust fund. The laws of Floridaauthorize this fund. Each qualified employee is included in one of two separate single-employer defined benefit retirement plans. The two (2) plans cover full-time and part-time employees and are reported herein as part of the City's reporting entity. The two (2) plans are: General Employees' Pension Plan Division A - eligible full-time and part-time non-sworn employeeshired prior to October 1, 1981, no social security component and is currently closed to new enrollees. General Employees' Retirement Pension Plan Division B - eligible full-time and part-time non-sworn employees hired on and after October 1, 1981, has a social security component and is open to new enrollees. The Florida Constitution requires local governments to make the actuarially determined contributions to theirdefined benefit plans. The Florida Division of Retirement reviews and approves each local government's actuarialreport to ensure its appropriateness for funding purposes. The GE Pension Plan does not issue a stand-alone financial report. The financial report is included in the Annual Comprehensive Financial Report (ACFR) and it may be obtained by visiting the City's website https://www.tampagov.net/general-employee-retirement-fund. 84 B-48 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) Discretely Presented Component Unit: A component unit is an entity which is legally separate from the City, butis financially accountable to the City, or whose relationship with the City is such that exclusion would cause theCity's financial statements to be misleading or incomplete. The component unit is reported separately to emphasize that it is legally separate from the primary government and is governed by a separate board, as listed below: The Tampa Historic Streetcar, Inc. (Streetcar): Was created as a non-profit organization and is exempt fromincome taxes under the provisions of Internal Revenue Service Section 501(a) as an organization described in section 501(c)(3). In 1998, an interlocal agreement was enacted between the Hillsborough Area Regional Transit Authority (HART) and the City, authorized by City of Tampa ordinance numbers 97-1595 and 98-573,specifying terms for the funding, construction, and management of a historic streetcar system. In 2001, anoperator’s agreement authorized by City of Tampa ordinance number 2001-045 was made between the City,HART, and the Streetcar. Under this agreement, HART manages the Streetcar for the City, and is reimbursed for operating costs. It was renewed in 2011 for another five year term, until the year 2016. The agreement has been extended by seven one year extensions the latest expired on September 30, 2023 and entered into anew five year term agreement which will expire on September 30, 2028. According to the terms of theseagreements, the City appoints a voting majority of the board members of the Streetcar, must approve theannual budget, and is responsible for any deficit of the Streetcar operations. Complete financial statements for the Tampa Historic Streetcar, Inc. may be obtained at the City’s AccountingOffice at 306 East Jackson Street, Tampa, Florida 33602 or by visiting the City's websitehttps://www.tampagov.net/accounting. B. Basic Financial Statements The basic financial statements include both citywide and fund level statements. The City, as the primarygovernment, is reported separately from its discrete component unit. The citywide statements report on allactivities of the City and its discrete component units except those that are fiduciary in nature. Financial statements for fiduciary activities, such as employee pension plans, are presented in a separate section of this report. Both the citywide and fund level statements classify primary activities of the City as eithergovernmental activities, which are primarily supported by taxes and intergovernmental revenues, or business typeactivities, which are primarily supported by user fees and charges. Government-wide financial statements include a Statement of Net Position and a Statement of Activities. These statements report on the government as a whole, both the primary government and its component units, andprovide a consolidated financial picture of the government. As part of the consolidation process, interfund activitiesare eliminated to avoid distorted financial results. The amounts reported as internal balances represent theresidual amounts due between governmental and business-type activities. Fiduciary Funds of the government are not included in the presentation since these resources are not available for general government funding purposes. The Statement of Net Position reports all financial and capital resources of the City’s governmental andbusiness-type activities. It is presented in a net position format (assets plus deferred outflows less liabilities lessdeferred inflows equal net position). It is shown with three components: (1) net investment in capital assets; (2)restricted net position; and (3) unrestricted net position. In addition to assets, the Statement of Net Position reports a separate section for deferred outflows of resources, which represents a consumption of net position that applies to a future period(s), and will not be recognized as an outflow of resources (expense/expenditure) until then. Inaddition to liabilities, the Statement of Net Position reports a separate section for deferred inflows of resources,which represents an acquisition of net position that applies to a future period(s), and will not be recognized as aninflow of resources (revenue) until that time. 85 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) The Statement of Activities reports functional categories of programs provided by the City, and demonstrates how and what degree those programs are supported by specific revenues. Program revenues are classified into three categories: (1) charges for services; (2) operating grants andcontributions; and (3) capital grants and contributions. Charges for services refer to direct recovery fromcustomers for services rendered. Grants and contributions refer to revenues restricted for specific programs whose use may be restricted further to operational or capital items. The general revenues sections displays revenues collected that help support all functions of the government. The fund financial statements follow and report additional and detailed information about the City’s operations formajor funds individually, and non-major funds in the aggregate for governmental, proprietary and fiduciary funds. A reconciliation is provided that converts the results of governmental fund accounting to the government-wide presentation. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements, as well as the fund financial statements for proprietary funds and fiduciary funds, are reported using the economic resources measurement focus, and the accrual basis of accounting. Property taxes are recognized in the period for which they are levied. Other revenues are recognizedin the period for which they are earned and expenses are recognized when incurred. When both restricted andunrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestrictedresources as needed. Operating revenues shown for proprietary operations generally result from producing or providing goods andservices such as water, wastewater and solid waste services. Operating expenses include all costs related toproviding the service or product. These costs include salaries and benefits, supplies, travel, contract services,depreciation, administrative expenses, and/or other expenses directly related to the cost of services. All other revenue and expenses not meeting these definitions are reported as non-operating revenues and expenses. All governmental fund financial statements are reported using a current financial resources measurement focusand a modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues arerecognized in the accounting period in which they become both measurable and due to finance expenditures of the current period. Available means collectible within the current period, or soon enough thereafter, to be used to pay liabilities of the current period within 60 days of the end of the fiscal year and jointly assessed taxes collectedthrough other governments, are within 90 days. Because different measurement focuses and bases of accounting are used in the government-wide Statement of Net Position and in the governmental funds Balance Sheets, amounts reported as restricted fund balances in governmental funds may be different from amounts reported as restricted net position in the Statement of NetPosition. Property taxes, when levied for, franchise taxes, investment earnings, and most charges for services are recorded as earned since they are measurable and available. Licenses and permits, fines and forfeitures, and miscellaneous revenues are recorded as revenues when received in cash because they are generally not measurable until received. A significant portion of the City's grants are intergovernmental grants and they are voluntary non-exchangetransactions. Funds from these transactions are deemed to be earned and reported as revenue when such funds have been expended towards the designated purpose and when eligibility requirements are met, if applicable and when such funds are available. 86 B-49 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) Expenditures in the governmental funds are generally recognized under the modified accrual basis of accounting when the related fund liability is incurred and due. Exceptions to this general rule include: (1) accumulated sick pay and accumulated vacation pay, which are not reported until they are matured and due; (2) prepaid insurance andsimilar items, which are reported only on the balance sheet and do not affect expenditures; (3) principal andinterest on long-term debt are recognized at the fund level in the debt service funds when funded; (4) net pension liability (NPL), deferred inflows and outflows, Other Post-Employment Benefits (OPEB), and claims and judgments, which are long-term liabilities and estimates that do not impact current expenditures. Budgets for governmentalfunds are also prepared on the modified accrual basis. The City charges centralized services through the general fund and internal service funds to functional activities through various charge methods. Expenses reported for functional activities include these indirect expenses, including an administrative component. D. Major Governmental Fund The City has two (2) major governmental funds, which are the general fund, and the non-ad valorem bond capital projects fund. . 1. General Fund - the general operating fund of the City, accounting and reporting for all financial resources ofthe City, except those that are accounted and reported for in other funds. Funds combined in the generalfund are the self-insurance fund and the utilities services tax special revenue fund. The self insurance fundis used to account for risk management insurance activity related to health, workers' compensation, various employee benefits, general liability, property insurance, and safety monitoring. The utilities services tax special revenue fund is used to account for taxes levied on public utilities and the revenues are transferredto the various debt service and capital improvements funds for the payment of bonded debt servicerequirements and capital projects. 2. Non-Ad Valorem Bond Capital Projects Fund -The fund consists of four (4) separate bond funds, Non-Ad Valorem Revenue Note, Series 2021A, Non-Ad Valorem Bonds CIP Fund, Series 2016, Non-Ad Valorem Bonds Capital Improvement Projects (CIP) Fund, Series 2021B, and Non-Ad Valorem Bonds CIP FundSeries 2022. These bonds are used to provide debt funding for various governmental facilities andtransportation capital projects. These projects include renovations to the Tampa Convention Center, theconstruction of the Hanna Avenue Municipal Center, and other various building and infrastructure improvements throughout the city E. Major Proprietary (Enterprise) Funds The City has three (3) major enterprise funds. They are the water utility, wastewater utility, and solid waste systemfund(s). 1. Water Utility Fund - accounts for the activities of the City’s water production and distribution operations. TheCity operates a water treatment plant and water distribution system. The post-closure cost of the Old Manhattan Landfill, where water production waste has been disposed of, is also paid from this fund. 2. Wastewater Utility Fund - accounts for the activities of the City’s wastewater collection and treatment system. The City operates a wastewater treatment facility, pumping stations, and collection systems. 3. Solid Waste System Fund - accounts for all operations of solid waste collection, disposal and recyclingactivities in compliance with federal standards and regulations in order to ensure public health. The Cityoperates an electricity generating solid waste incinerator and provides collection service to City residentsand businesses. 87 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) F. Internal Service Funds The City has two (2) internal services funds. They are the fleet maintenance and consumer services funds. 1. Fleet Maintenance Fund - accounts for the operation of the City’s fleet of police, fire and rescue vehicles, environmental services, and public utilities trucks, and many other types of on and off road equipment. 2. Consumer Services Fund - accounts for costs related to utility billings, collections and customer service. G. Fiduciary Funds The City has three (3) fiduciary funds. They are the pension funds, which includes the Tampa Firefighters & Police (F&P) Officers' and the General Employees' (GE) Pension funds and the Custodial funds. 1. Pension Trust Funds - accounts for the activities of the Tampa Firefighters & Police Officers' PensionFund and the General Employees' Pension Fund, which accumulate resources for pension benefits anddisability payments to qualified retirees. 2. Custodial Funds - are custodial in nature and do not involve measurements of results of operations. The City, as an agent, collects and holds resources for individuals, private organizations, and other governments. They are reported using the economic resources measurement focus. The custodial funds are used to account forresources held for the rehabilitation of housing loans, subdivision streetlight programs, interstate-highwayexpansion, and advisory boards and community initiatives. H. Assets, Liabilities, Deferred Inflows/Outflows, and Equity 1. Cash and Investments - The City’s cash include cash on hand, demand deposits, equity in pooled cash and investments. The equity in pooled cash and investments represents a fund’s share of a cash and investment pool maintained by the City for use by all funds, except the pension funds and funds with agreements thatrequire separate bank accounts. All investments are reported at fair value. For the purpose of the Statementof Cash Flows, the City considers cash to be highly liquid investments (including restricted assets) with anoriginal maturity of three (3) months or less when purchased. Interest earned from investments purchased with pooled cash is allocated to each participating fund based on the fund’s average equity balance, except that, as required by City Charter, interest attributable to the utilities service tax fund (combined in the general fund forfinancial statement presentation) and the utilities services tax capital projects fund is deposited to the generalfund. As required by bond indenture provisions, interest earned on investments related to the local option gastax debt service fund is allocated to the local option gas tax special revenue fund. Funds that incur negative equity in pooled cash and investments during the year incur a charge for interest. Funds used to account for federal and state grants have negative equity in pooled cash and investments throughout the year due to thereimbursement basis of the grant programs. The general fund absorbs charges for interest to these funds. 2. Receivables and Payables - Accounts receivable balances are shown net of the allowance for uncollectibleaccounts. The allowance amount in the enterprise funds is based on historical experience. In the governmental funds, the allowance varies based on management estimates. Water and related wastewater charges to customers are based on actual water consumption. Consumption is determined on a monthly cyclebasis. The City recognizes as revenue the estimated unbilled consumption at fiscal year-end. Unearnedrevenue represents amounts received, which have not been earned. Accounts payable are recorded on the modified accrual basis in the governmental funds, and the accrual basis in the enterprise funds and the fiduciary funds. Under the modified accrual basis, expenditures are recordedwhen the fund liability is incurred and due. 88 B-50 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) 3. Inventories and Prepaid Items - Inventories of expendable supplies held for consumption and prepaid items are reported at cost, using the consumption method. 4. Capital Assets - Capital assets which include land, buildings and improvements, improvements other than buildings, machinery and equipment, intangible assets, right to use lease and information technology software assets, and infrastructure (e.g., roads, bridges, sidewalks, and similar items) are reported in the applicablegovernmental or business-type activities columns in the government-wide financial statements and in theproprietary and fiduciary fund financial statements. Except for internally generated software, capital assets aredefined by the City as assets that are used in operations, have an estimated useful life of one or more years, and meet the cost threshold based on the asset category. For the purpose of fixed asset cost thresholds, there are four asset categories: 1) Land – all of which are capitalized; 2) Machinery and Equipment and non-land Intangibleassets - $5,000 threshold; 3) capital improvement project assets - $10,000 threshold, 4) Right To UseSubscription-Based Information Technology assets - $250,000 annual cost or $1,000,000 all years cost. Suchassets are recorded at historical cost. Donated capital assets and assets received in a service concession arrangement are recorded at acquisition value. For intangible assets, the City maintains a $250,000 threshold for internally generated software related assetsand $5,000 for software purchased from an outside source. GASB Statement No. 51, Accounting andFinancial Reporting for Intangible Assets, is the Authoritative Statement that requires the capitalization of intangible assets. The costs of normal maintenance and repairs that do not either increase an asset's value or materially extendits life, are not capitalized. Major outlays for capital assets and improvements are capitalized by assuming thatthey are put in service at mid-year, regardless of when they were actually purchased during the year. Interestincurred during the construction phase of capital assets of business-type activities is expensed. Infrastructure, buildings and improvements, and improvements other than buildings are depreciated on astraight-line basis utilizing the mid-year convention. Machinery and equipment and non-land Intangible assetsare depreciated on a straight-line basis. Land and Land infrastructures, which consist of easements and right ofways, are not depreciable. Buildings and Improvements 10 - 40 years Improvements Other Than Buildings 10 - 75 years Software 5 years Vehicles 5 - 15 years Office Equipment 5 - 10 years Computer Equipment 5 years Other Equipment 5 - 15 years Infrastructure 10 - 40 years In FY2023, the City of Tampa implemented GASB 96. This resulted in the capitalization of a new type of asset,Intangible Right To Use Subscription-Based Information Technology Arrangement (SBITA) asset. A related SBITALiability is recorded at the present value of subscription payments to be made during the SBITA term, which is the period during which the City has a non-cancellable right to use the software plus periods covered by reasonably certain to be exercised options to extend and termination options reasonably certain to not be exercised. Theinterest rate to calculate the present value is the City’s incremental borrowing rate. The SBITA asset is recorded atthe liability amount plus capitalizable implementation costs. Each SBITA asset is amortized on a straight-line basisover the shorter of the SBITA term or the useful life of the asset’s class. 89 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) 5. Contributions - Contributions in the form of cash and capital assets to the governmental and business type activities of the City are recognized in the Statement of Activities as revenues in the period they are received. Contributions of capital assets and primarily completed infrastructure from developers are recognized at theacquisition value at the date of donation. All contributions are reported on the Statement of Activities asprogram revenues, with operating contributions reported separately from capital contributions. 6. Interfund Activity - Interfund activities within and among the City's three fund categories (governmental, proprietary, and fiduciary) are classified as reciprocal interfund activity and nonreciprocal interfund activity. Reciprocal interfund resource flows between funds with an expectation of repayment are reported as interfund receivables and payables. Interfund services provided and used are sales and purchases of goods and services between funds for aprice approximating their external value, and are reported as revenues and expenditures (or expenses) inthe funds. Non-reciprocal interfund activities are flows of assets between funds without an equivalent flow of assets in return, or without a requirement for repayment, are reported as transfers in governmental funds and transfers in the contributions and transfers section of the proprietary funds. The effect of interfund activity has been eliminated from funds and government-wide financial statements.Exceptions to this general rule are payments in lieu of taxes (PILOT) and payments in lieu of franchise fees(PILOFF), and other charges between the City’s water, wastewater, solid waste, parking, and general funds, as well as cost reimbursement transactions between the enterprise funds and various other functions of the government. Elimination of these charges would distort the direct costs and programrevenues reported for the various functions concerned. 7. Restricted Assets - Assets are reported as restricted in the Statement of Net Position and the fund statementswhen constraints are placed on their use. The constraints are either: (1) externally imposed by creditors,grantors, contributors, or laws or regulations of other governments; or (2) imposed by law or throughconstitutional provisions or enabling legislation. 8. Deferred Outflows and Inflows of Resources - In addition to assets, the statement of net position reports aseparate section for deferred outflows of resources. This separate financial statement element represents aconsumption of net assets that applies to future period(s) and will not be recognized as an outflow of resources (expense/expenditure) until a future period. In addition to liabilities, the statement of net position reports a separate section for deferred inflows ofresources. This separate financial statement element represents an acquisition of net assets that applies tofuture period(s) and will not be recognized as an inflow of resources (revenue) until a future period. The City reports the following deferred items: Loss on Bond Refunding: A loss on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debtand reported in the Government-wide and Proprietary Fund Statements of Net Position. 90 B-51 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) Pension and Other Post-Employment Benefits (OPEB) Related Items:These deferred items are recognized and measured in the financial statements prepared using the economic resources measurement focus and the full accrual basis of accounting. The deferral is for changes in the net pension liability (NPL) and total OPEB liability that are not included in pension andOPEB expenses and must be amortized in a systematic and rational manner; over a closed perioddepending on cause beginning with the current period. These causes may include changes of futureeconomic and demographic assumptions or other inputs, differences between expected and actual experience with regard to economic or demographic factors, and differences between projected and actual earnings on pension plan investments. Employer contributions subsequent to the measurement date of the net pension liability are required to bereported as deferred outflows of resources. Lease Receivable:The City’s lease receivable is measured at the present value of lease payments expected to be received during the lease term. A deferred inflow of resources is recorded for the leases. The deferred inflow of resources is recorded at the initiation of the leases in an amount equal to the initial recording of the leasereceivable. The deferred inflow of resources is amortized on a straight-line basis over the term of thelease. 9. Compensated Absences - Vacation pay is accrued when earned in the government-wide financial statements and proprietary fund financial statements, and when they have matured in the governmental fund financial statements. The portion of sick leave that is payable at retirement is accrued when vested, or for thoseemployees for whom it is expected to vest, in the government-wide and proprietary fund financial statementsand when matured in the governmental fund financial statements. City employees generally earn vacationleave and sick leave at the rate of 1.9 hours per week. Vacation leave is fully vested when earned. Sick leave is vested after the employee has 10 years of service with the City. Accumulated vacation leave cannot exceed thirty days (30) at the end of any calendar year and any leavein excess of this amount is transferred to sick leave on which there is no limitation as to accumulatedamounts. For general retirement fund employees, fifty percent (50%) of vested unused sick leave plus any accumulated vacation leave is paid at retirement or death, except for employees hired on or after October 1, 2011, twenty five percent (25%) vested unused sick leave plus any accumulated vacation leave is paid. Fire and police employees electing early retirement who are not 46 years old, and have not completed 20years of service, have the option of receiving a lump-sum refund of their pension contribution and foregoing any compensation for unused sick leave, or upon reaching the age of 46 receiving 50% of unused sick leave and a retirement benefit. Other employees electing early retirement have the option ofreceiving 30% of unused sick leave at retirement and pension benefits when reaching the age of 55, orreceiving a lump-sum refund of their pension contribution and surrendering any unused sick leave. Uponother terminations, only accumulated vacation leave is paid. 91 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) 10. Long-Term Obligations - In the government-wide financial statements, and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type Statement of Net Position. Bondpremiums and discounts are capitalized and amortized over the life of the bonds. Bonds payable is reportednet of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs during the current period. The face amount of debt issued is reported as otherfinancing sources. Premiums received on debt issuances are reported as other financing sources, whilediscounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheldfrom the actual debt proceeds received, and principal payments are reported as debt service expenditures. In the government-wide and proprietary funds financial statements, bond premiums and discounts arecapitalized and amortized using the straight-line method, over the shorter of the life of the new debt or theold debt of the related issues, which approximates the effective interest method. 11. Encumbrances - Encumbrance accounting is utilized during the year to facilitate effective budgetary control. Encumbrances are treated as budgeted expenditures in the year of incurrence of the commitment to purchase. 12. Fund Balances - Fund balances are divided into five (5) classifications based primarily on the extent to which the City is bound to observe constraints imposed upon the use of the resources in the governmental funds. The classifications are as follows: a) Non Spendable: The non spendable fund balance category includes amounts that cannot be spentbecause they are not in spendable form, or legally or contractually required to be maintained intact. The"not in spendable form" criteria includes items that are not expected to be converted to cash. It also includes the long-term amount of interfund loans. b) Restricted: The restricted fund balance is reported as restricted when constraints placed on the use of resources are either externally imposed by creditors (such as through debt covenants), grantors, contributors, or laws or regulations of other governments, or is imposed by law through constitutionalprovisions or enabling legislation (City ordinances). Enabling legislation authorizes the City to assess, levy,charge, or otherwise mandates payment of resources (from external resource providers) and includes alegally enforceable requirement that those resources be used only for the specific purposes stipulated in the legislation. Legal enforceability means the City can be compelled by an external party such as citizens, public interest groups, or the judiciary to use resources created by enabling legislation only for thepurposes specified by the legislation. c) Committed: The committed fund balance classification includes amounts that can be used only for thespecific purposes imposed by formal action (ordinance) of City Council. Those committed amounts cannot be used for any other purpose unless City Council removes or changes the specified use by taking the same type of action (ordinance) it employed to previously commit those amounts. In contrast to fundbalance that is restricted by enabling legislation, committed fund balance classification may be redeployedfor other purposes with appropriate due process. Constraints imposed on the use of committed amountsare imposed by City Council, separate from these constraints are not considered to be legally enforceable. Committed fund balance also incorporates contractual obligations to the extent that existing resources in the fund have been specifically committed for use in satisfying those contractual requirements. 92 B-52 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) d) Assigned: The assigned fund balance classification is intended to be used by the City for specific purposes, but do not meet the criteria to be classified as restricted or committed. In governmental funds, assigned fund balance represents the remaining amount that is not restricted or committed. Assigned fundbalance amounts represent intended uses established by City Council and the designated authority of theChief Financial Officer (CFO). e) Unassigned: The unassigned fund balance is the residual classification for the general fund and includes all spendable amounts not contained in the other fund balance classifications. In the other governmental funds, the unassigned classification is used only to report a deficit balance resulting fromoverspending for specific purposes for which amounts had been restricted, committed, or assigned. The City applies restricted resources first when expenditures are incurred for purposes for which either restricted or unrestricted (committed, assigned, and unassigned) amounts are available. Similarly, within unrestricted fund balance, committed amounts are reduced first, followed by assigned, and then byunassigned amounts when expenditures are incurred for purposes for which amounts in any of theunrestricted fund balance classifications could be used. 13. Government-wide and Proprietary Funds Net Position - The net position for the government-wide financial statements and the proprietary funds are divided into three (3) classifications based primarily on the extent to which the City is bound to observe constraints imposed upon the use of the resources in the various funds, or to the extent of its liquidity. The classifications are as follows: Net Investment in Capital Assets, Restricted andUnrestricted: a) Net Investment in Capital Assets: The net investment in capital assets component of net position consists of capital assets, net of accumulated depreciation, reduced by the outstanding balance of bonds, notes or other borrowings that are attributable to the acquisition, construction or improvements of those assets and any deferred losses on bond refunding. Significant portions of unexpended capital debt are notincluded in this category of net position. b) Restricted: The restricted net position is reported as restricted when constraints placed on the use ofresources are either externally imposed by creditors (such as through debt covenants), grantors,contributors, or laws or regulations of other governments, or is imposed by law through constitutionalprovisions or enabling legislation (City Ordinances). Enabling legislation authorizes the City to assess, levy, charge, or otherwise mandates payment of resources (from external resources providers) and includes a legally enforceable requirement that those resources be used only for the specific purposes stipulated inthe legislation. Legal enforceability means the City can be compelled by an external party such as citizens,public interest groups, or the judiciary to use resources created by enabling legislation only for thepurposes specified by the legislation. The following are the various types of restricted net position: Debt Service: The net position restricted for debt service includes funds that will be used to make required debt service payments on the various bond issues and State Revolving Loans (SRLs), less any related liabilities. Capital Improvements: The net position restricted for capital improvements includes funds that willbe expended on capital improvement projects, less any related liabilities. Grants: The net position restricted for grants includes advance payments of funds restricted for use bythe granting agencies, less any related liabilities. 93 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) c) Unrestricted: Unrestricted net position is the residual balance that can be used for any lawful purpose of the funds. In fiscal year 2023, the following categories are designated within unrestricted net position according to the City Financial Policies approved in the 2023 Adopted Budget: Operating Reserve: The Water, Wastewater, and Solid Waste departments will each maintain aminimum operating reserve equal to an average 90 days of actual operating expenses of the priorfiscal year. Optimally, the reserves should be sufficient to obtain and maintain the highest credit rating. These operating reserves may be released at the direction of the City’s Chief Financial Officer for authorized purposes within each respective department. Infrastructure Reserve:The Water, Wastewater, and Solid Waste departments will each attempt tomaintain an infrastructure reserve equal to 1% of total infrastructure assets as identified in the City’slatest Annual Comprehensive Financial Report. Each department director may request the release ofall or a portion of the infrastructure reserves to fund capital improvement programs if there are insufficient current year revenues and/or budgeted reserves. The infrastructure reserves may be released at the direction of the City’s Chief Financial Officer for authorized purposes within eachrespective department. The Solid Waste Infrastructure Reserve is being suspended during the periodFY2023 - FY2027 while the City invests in approximately $150 million in upgrades to theWaste-to-Energy Facility and approximately $150 million in upgrades to other facilities. McKay Bay Waste-to-Energy (WTE) Facility Reserve: The Solid Waste Department shall maintain a minimum $5 million reserve for the repair and renovation of the WTE Facility. This facility reserve may be releasedat the direction of the City’s Chief Financial Officer for authorized purposes within the department. Thisfacility reserve is being suspended during the period FY2023 - FY2027 while the City investsapproximately $150 million in upgrades and retrofits to the WTE facility. The Parking System does not have a reserve requirement since operations may be subsidized by the General Fund. The Parking System shall attempt to maintain a 60 day operating reserve when net revenues become sufficient tofully support operations, maintenance, capital, and related debt service expenses. The Golf CourseSystem does not have a reserve requirement since operations may be subsidized by the GeneralFund. The Golf Course System shall attempt to maintain a 60 day operating reserve when net revenues become sufficient to fully support operations, maintenance, capital, and related debt service expenses 14. Statement of Cash Flows - The Statement of Cash Flows contains all highly liquid investments (includingrestricted assets) with original maturities of three (3) months or less when purchased and are considered to becash. Under the provisions of GASB Statement No. 9, Reporting Cash Flows of Proprietary andNonexpendable Trust Funds and Governmental Entities That Use Proprietary Fund Accounting, the Fiduciary Funds are not required to present a Statement of Cash Flows. 15. Use of Estimates - The preparation of financial statements in conformity with GAAP requires management tomake estimates and assumptions that affect the reported amounts of assets, liabilities, deferredoutflows/deferred inflows and disclosure of contingent assets, liabilities, and deferred outflows/deferred inflowsas of the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those estimates. 16. Minimum Fund Balance Policy - The general fund's balance reserve target is 20% of the current year budgeted appropriations. For the purpose of determining if the target has been met, the unassigned fund balance of the general fund and the utilities services tax fund (combined in the general fund when reported inthe financial statements) is compared with the annual appropriations budget. 94 B-53 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) 17. Program and Operating Revenues - Amounts reported as program revenues include: 1) charges for services;2) operating grants and contributions; and 3) capital grants and contributions. Internally dedicated resources arereported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operating revenues and expenses from non-operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the water and wastewaterutility funds, the solid waste system fund, the parking facilities fund, the golf courses fund, and all of the City’sinternal service funds are charges to customers for sales and services. The water and wastewater utility funds also recognize as operating revenue the portion of tap fees intended to recover the cost of connecting new customers to the system. Operating expenses for proprietary funds and internal service funds include the costof sales and services, administrative expenses (including administrative overhead), and depreciation on capitalassets. All revenues and expenses not meeting this definition are reported as non-operating revenues andexpenses. When both restricted and unrestricted resources are available for use, it is the City’s policy to use restricted resources first, then unrestricted resources as they are needed. 18. Adoption of New Governmental Accounting Standards Board (GASB) Pronouncements During the fiscal year ending September 30, 2023, the City implemented the following GASBPronouncements: GASB Statement No. 91, Conduit Debt Obligations. Issued May 2019, this statement enhances the comparability and consistency of conduit debt obligation reporting by state and local government users. The City has reviewed the criteria of GASB Statement No. 91 and has determined that there is currently nofinancial impact to the City's financial accounting and reporting. GASB Statement No. 94, Public-Private and Public-Public Partnerships and Availability PaymentArrangements. Issued March 2020, this statement requires that public-private and public-publicpartnership (PPPs) that meet the definition of a lease apply the guidance of GASB Statement No. 87, Leases, and provides accounting and financial reporting requirements for all other PPPs.The City has reviewed the criteria of GASB Statement No. 94 and has determined that there is currently no financialimpact to the City's financial accounting and reporting. GASB Statement No. 96, Subscription-Based Information Technology Arrangements. Issued May2020, this statement provides guidance on the accounting and financial reporting of subscription-basedinformation technology arrangements (SBITAs) for government end users. A SBITA is defined as a contract that conveys control of the right to use another party’s information technology software. Changes adopted toconform to the provisions of this Statement have been applied retroactively, and there is no impact to theNet Position as of September 30, 2022. This Statement had an impact on the financial statements of theCity; please refer to Note 1, Note 8, and Note 10. 95 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (Continued) GASB Statement No. 99, Omnibus 2022. Issued April 2022, this statement seeks to enhance comparability in Accounting and financial reporting and addresses a variety of topics:• Clarification of provisions in Statement No. 94, Public-Private and Public-Public Partnerships andAvailability Payment Arrangements, related to (a) the determination of the public-private andpublic-public partnership (PPP) term and (b) recognition and measurement of installment payments and the transfer of the underlying PPP asset, effective for the fiscal year 2023. • Clarification of provisions in Statement No. 96, Subscription-Based Information TechnologyArrangements, related to the subscription-based information technology arrangement (SBITA) term,classification of a SBITA as a short-term SBITA, and recognition and measurement of a subscriptionliability, effective for the fiscal year 2023.The City has reviewed the criteria of GASB Statement No. 99 and will apply the relevant sections as the City implements GASB Statement No. 94 and GASB statement No. 96 and update the City's ACFR accordingly. The following GASB Statement Pronouncements have been issued, but are not in effect for the City as of September 30, 2023: GASB Statement No. 100, Accounting Changes and Error Corrections – An Amendment of GASB Statement No. 62. Issued June 2022, this statement is to enhance accounting and financial reportingrequirements for accounting changes and error corrections to provide more understandable, reliable,relevant, consistent, and comparable information for making decisions or assessing accountability. TheCity will implement this statement for the fiscal period ending September 30, 2024, and is evaluating the impact that this GASB will have on its financial reporting. GASB Statement No. 101, Compensated Absences. Issued June 2022, this Statement updates and aligns the recognition and measurement guidance under a unified model for compensated absences. This Statement also amends certain previously required disclosures for compensated absences. The City willimplement this statement for the fiscal period ending September 30, 2025, and is evaluating the impact thatGASB will have on its financial reporting. GASB Statement No. 102, Certain Risk Disclosure. Issued December 2023, this Statement will provide users of the financial statements with essential information about risks related to a government's vulnerabilities due to certain concentrations or constraints. Concentration is a lack of diversity related to anaspect of a significant inflow of resources or outflow of resources and a constraint is a limitation imposed ona government by an external party or by formal action of the government’s highest level of decision-makingauthority. This statement requires a government to assess whether a concentration or constraint makes the primary government reporting unit or other reporting units that report a liability for revenue debt vulnerable to the risk of a substantial impact. The City will Implement this statement for the fiscal period endingSeptember 30, 2025, and is evaluating the impact that this GASB will have on its financial reporting. 96 B-54 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 2 - BUDGET AND BUDGETARY DATA The City, in accordance with its City code and state law, applies the following procedures in establishing thebudgetary data reflected in the accompanying financial statements. Budget Policy Annual budgets are adopted on a basis consistent with GAAP for all governmental funds except the CommunityDevelopment Block Grant, Housing Grants, State Housing Initiatives Partnerships, American Rescue Plan Act,Public Safety - Other Grants and special revenue funds, the capital projects funds which adopt project-length budgets, and the debt service funds. The debt service funds do not adopt annual budgets because effective budgetary control is alternatively achieved through bond indenture provisions. All annual budget appropriations lapse at fiscal year end. Budgetary control is maintained at the function (e.g., Public Safety), department level (e.g., Police Department), andfund level. Departments are permitted to transfer appropriations within a function. Transfers between functionsmust be approved by City Council Members. Expenditures may not legally exceed budgeted appropriations at the function level. Changes in the budget that exceed revenue and reserve estimates provided by the City’s Chief Financial Officer must be authorized by the Mayor and approved by a majority of City Council Members. (This space intentionally left blank.) 97 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 3 - GOVERNMENTAL FUND BALANCES The governmental fund balances are classified as non spendable, restricted, committed, assigned, and/orunassigned based on the extent to which the City is bound to observe constraints imposed upon the use of theresources in the governmental funds. The constraints placed on fund balances for the major and nonmajor governmental funds are presented below: Non-Ad Nonmajor Total Valorem Bond Governmental GovernmentalGeneral Capital Projects Funds Funds Non Spendable Inventories $ 667,175 $ - $ 441,925 $ 1,109,100 Prepaid Items 168,211 - - 168,211 Total Non Spendable 835,386 - 441,925 1,277,311 Restricted Capital Outlay: Various Stormwater Improvements - 969,791 80,834,182 81,803,973 Parks & Recreation - 81,774 28,461,661 28,543,435 Various Data & Software Upgrades - 106,817 15,699,713 15,806,530 Riverwalk & Riverfront Restoration - - 12,154,322 12,154,322 Building Improvements - 3,522,121 6,158,360 9,680,481 Various Capital Improvements Projects - 120,420 7,260,223 7,380,643 Consultant & Land Acquisition - 33,221 2,554,579 2,587,800 Golf Courses Improvements - - 2,082,894 2,082,894 Public Art - 76,663 1,094,820 1,171,483 Plant Hall Improvements - - 1,004,187 1,004,187 Tampa Theatre Improvements - - 912,350 912,350 Tampa Convention Center Renovations - 410,660 - 410,660 Public Safety: Various Public Safety Improvements - - 4,605,995 4,605,995 Traffic Signals - - 405,973 405,973 Transportation Signage - - 329,978 329,978 Police Headquarters Improvements - - 219,985 219,985 Environmental Services: Street Resurfacing - - 4,301,046 4,301,046 Various Street Improvements - - 2,238,164 2,238,164 Sidewalk Construction - - 2,217,205 2,217,205 Bridge Repair & Rehabilitation - - 262,423 262,423 General Government - - 30,341,384 30,341,384 Debt Services - - 1,137,501 1,137,501 98 B-55 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 3 - GOVERNMENTAL FUND BALANCES - (Continued) Non Ad Nonmajor TotalValorem Bond Governmental Governmental General Captial Projects Funds Funds Restricted (continued) Economic & Physical Environment: Downtown Core and Non-Core $ - $ - $ 46,274,970 $ 46,274,970 Channel District - - 23,477,839 23,477,839 West Tampa - - 17,937,240 17,937,240 East Tampa - - 14,945,382 14,945,382 Drew Park - - 9,461,516 9,461,516 Infrastructure Improvements - - 8,660,820 8,660,820 Ybor I - - 5,177,053 5,177,053 Ybor II - - 2,317,285 2,317,285 Tampa Heights Riverfront - - 1,365,213 1,365,213 Central Park - - 728,290 728,290 Total Restricted - 5,321,467 334,622,553 339,944,020 Committed Economic & Physical Environment: Infrastructure Improvements - - 12,528,603 12,528,603 General Government 7,374,123 - - 7,374,123 Total Committed 7,374,123 - 12,528,603 19,902,726 Assigned Claims & Judgments 13,618,864 - - 13,618,864 Contingencies 30,538,584 - - 30,538,584 Total Assigned 44,157,448 - - 44,157,448 Unassigned (Deficit) 137,000,000 - (755,291) 136,244,709 Total Fund Balances $ 189,366,957 $ 5,321,467 $ 346,837,790 $ 541,526,214 Deficit Fund Balance At fiscal year end, the following funds had a deficit balance in the City's financial statements: Community Investment Tax Bond Debt Service Fund $(190,409) Non-Ad Valorem Assessment Debt Service Fund (158,002) Occupational License Tax Bonds Debt Service Fund (146,200)Utilities Services Tax Bonds Debt Service Fund (260,680) Total Unassigned Fund Balance: $(755,291) The Deficits, for the different funds, were caused by the allocated unrealized loss on investments from the marketadjustments. The market adjustments will vary until the investments are sold or matures. 99 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 4 - PROPRIETARY (ENTERPRISE AND INTERNAL SERVICE) FUNDS NET POSITION The proprietary (enterprise and internal service) funds Statement of Net Position, assets in excess of liabilities arereported as Net Position and are separated into different classifications indicating the purpose of the restrictions, are presented below: Nonmajor Funds Total Internal Water Wastewater Solid Waste Parking Golf Enterprise Service Utility Utility Utility Fund Courses Funds Funds Net Investment in Capital Assets $ 517,051,899 $ 285,085,932 $ 138,888,088 $ 57,811,657 $ 2,827,325 $ 1,001,664,901 $ 34,418,705 Restricted Other Available Cash 7,393,268 6,941,389 - - - 14,334,657 - Principal Payments on: - 2015 Refunding Bonds 1,725,000 1,205,000 - - - 2,930,000 - - 2016 UMS Loan 1,300,000 - - - - 1,300,000 - - 2020 Refunding Bonds 6,481,500 1,018,500 - - - 7,500,000 - - State Revolving Loan # 4 24,495 - - - - 24,495 - - State Revolving Loan # 5 40,547 - - - - 40,547 - - State Revolving Loan # 6 982,366 - - - - 982,366 - - State Revolving Loan # 7 583,103 - - - - 583,103 - Less Interest Payable (8,624,075) (6,941,388) - - - (15,565,463) - Total Restricted for Debt Service 9,906,204 2,223,501 - - - 12,129,705 - Grants Minimum Level Flow Blue Sink and Tampa Augmentation Project 170,573 - - - - 170,573 - Total Restricted for Grants 170,573 - - - - 170,573 - Unrestricted Designated for Operating Reserve 25,096,729 25,726,037 24,045,148 - - 74,867,914 - Designated for Infrastructure Reserve 12,327,604 11,286,790 7,173,420 - - 30,787,814 - Undesignated 258,937,445 155,841,432 23,311,462 24,314,305 4,428,967 466,833,611 28,415,032 Total Unrestricted 296,361,778 192,854,259 54,530,030 24,314,305 4,428,967 572,489,339 28,415,032 Total Net Position $ 823,490,454 $ 480,163,692 $ 193,418,118 $ 82,125,962 $ 7,256,292 $ 1,586,454,518 $ 62,833,737 100 B-56 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 5 - PROPERTY TAXES A. Calendar of Property Tax Events January 1 Property taxes are based on assessed property value at this date as determined by theHillsborough County Property Appraiser. July 1 Assessment roll approved by the state. September 30 Millage resolution approved by the City Council by fiscal year end. October 1 Beginning of fiscal year for which taxes have been levied. November 1 Property taxes due and payable. November 30 Last day for 4% maximum discount. April 1 Unpaid property taxes become delinquent. May 15 Tax certificates are sold by the Hillsborough County Tax Collector. This is the first lien date onthe properties. B. Tax Collection Property tax collections are governed by Chapter 197, Florida Statutes. The Hillsborough County Tax Collector bills and collects all property taxes levied within the County. Discounts are allowed for early payment of 4% inNovember, 3% in December, 2% in January, and 1% in February. If property taxes are not paid by April 1, theCounty adds a 3% penalty on real estate, and 1.5% on personal property. The Tax Collector advertises and sells tax certificates on all real property for delinquent taxes. Certificates not sold revert back to the County. The Tax Collector must receive payment before the certificates are issued. Any personowning land on which a tax certificate has been sold may redeem the land by paying the Tax Collector the faceamount of the tax certificate plus interest and other costs. The owner of a tax certificate may at any time after taxeshave been delinquent for two (2) years, file an application for tax deed sale. The County, as a certificate owner, may exercise similar procedures two (2) years after taxes have been delinquent. Tax deeds are issued to the highest bidder for the property which is sold at public auction. Property owners who disagree with the valuation of their property or have been denied an exemption, may contactthe Property Appraiser's Office, where they can voice their objection and are given an explanation on how the value of their property was derived. If they are still dissatisfied after this initial review and possible adjustment, they may petition the Value Adjustment Board (VAB). The VAB was created by Florida Statute 194.015 to provide citizens aforum to address complaints when they believe the Property Appraiser has over assessed their property orimproperly denied an exemption or classification or tax deferral. Beginning July 1, 2011, property owners must makea partial payment of taxes on properties that have a petition pending on or after the delinquency date. Failure to do so will result in the denial of the petition under Florida Statute 194.014. The Tax Collector remits current taxes collected through four distributions to the City in the first two (2) months ofthe tax year and at least are distributed each month thereafter. The City recognizes property tax revenue in theperiod for which they are levied. C. Tax Limitations Florida Statutes set the maximum millage rate at 10 mills of assessed valuation for operating purposes. For thefiscal year-ended September 30, 2023, the approved operating millage was 6.2076 mills. 101 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS A. Cash on Deposit - City of Tampa The City maintains a cash and investment pool that is available for use by all funds except for monies legallyrestricted to separate administration (i.e. pension plan custodians and deferred compensation plan administrators). The "Cash and Investments" on the citywide and fund Financial Statements, consists of cash and investments owned by each fund and defined as resources that can be liquidated without delay or penalty. Cash andinvestments held separately where contractual arrangements and bond covenants require such arrangements, areclassified as "Restricted Assets." Investment earnings are allocated to the individual funds monthly based on thefunds' weighted average daily cash balance. Cash and InvestmentsSeptember 30, 2023 Primary Government Amount Cash and Investments, Unrestricted $ 1,125,289,644 Cash and Investments, Restricted 334,698,378 Total 1,459,988,022 Tampa Historic Streetcar - Component Unit Cash and Investments, Unrestricted 63,086 Fiduciary - Pension Trust and Custodial Funds Cash and Cash Investments Pension Trust Funds 70,046,972 Custodial Funds 7,094,781 Investments - Pensions 3,182,349,991 Total 3,259,491,744 Total Primary Government, Component Unit, and Fiduciary Cash and Investments $ 4,719,542,852 1. Primary Government Investments The City's investment guidelines are defined by City Charter, Part A, Article VII - Finances, Section 7.10,Investment Funds. As per the policy, the Chief Financial Officer, with the consent and approval of the Mayor, isauthorized to invest any funds of the City in United States Government or United States Treasury or agency bonds, certificates, notes or bills, municipal bonds, corporate bonds, or may arrange interest-bearing time deposits with the depositories of the City; and the interest derived from such investments or deposits shallaccrue as revenue to the general fund of the City, except in the case of special funds for which the City isrequired by agreement or by law to credit such special funds with interest on its invested balances. Additionally,an external Investment Advisor has been retained (Public Trust Advisors), as allowed per policy, and assists the Chief Financial Officer or designee with the following: Modifications to the investment policyDiscretionary and/or non-discretionary investment managementInvestment recommendations and monitoringConducting investment activities 102 B-57 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) Preparing a comprehensive set of reports designed to keep the Chief Financial Officer or designeefully informed of all investment transactions and current status of the investment portfolioMonitoring compliance with the City Investment Policy City Investment Committee meets on a quarterly basis or as needed. On September 30, 2023, the pooled cashand investments of the primary government, exclusive of the Pension Trust Funds, were invested in overnightinterest bearing operating accounts, U.S. treasury securities, agency bonds, municipal bonds, and corporate bonds. On September 30, 2023, the primary government and component unit investments balances and cash balanceswere: Amount Effective Duration(Years)Percent ofPortfolio Cash $ 481,300,200 N/A 33% Total Cash 481,300,200 33% Investments US Treasury Notes 674,394,868 3.83 46% Corporate Bonds 188,593,012 3.03 13% Taxable Municipal Bonds 115,763,028 4.02 8% Total Investments 978,750,908 67% Total Cash and Investments Portfolio $ 1,460,051,108 100% The City categorizes its fair value measurements with the fair value hierarchy established by generally accepted accounting principles (GAAP). The hierarchy is based on the valuation inputs used to measure the fair value ofthe asset. Inputs are categorized as Level 1, Level 2 and Level 3. Level 1 inputs are quoted prices in activemarkets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significantunobservable inputs. The following table summarizes the assets and liabilities of the City for which fair values are determined on arecurring basis as of September 30, 2023: Markets for Fair Identical AssetsDescriptionValue(Level 2) September 30, 2023 US Treasury Notes $ 674,394,868 $ 674,394,868 Corporate Bonds 188,593,012 188,593,012 Taxable Municipal Bonds 115,763,028 115,763,028 Total Assets in the Fair Value Hierarchy 978,750,908 $ 978,750,908 Investments at Fair Value $ 978,750,908 103 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 2. Interest Rate Risk Interest rate risk is the risk that as market rates change, the fair value of an investment will vary. Generally, thelonger the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. The City's policy limits the maturity of an investment to a maximum of 5 years. As of September 30, 2023, the City of Tampa invested in U.S. securities whose weighted average maturity in years was 1.80 years. 3. Credit Risk Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceivedchange in the ability of the issuer to repay its debt. This risk is generally measured by the assignment of a ratingby a nationally recognized statistical rating agency. In compliance with the City's Investment Policy, the Cityminimizes credit risk losses due to default of a security issuer or backer, by limiting investments to U.S. Treasuries, government agencies, municipal and corporate bonds and by using Qualified Public Depository (QPD) institutions with which the City does business. 4. Concentration of Credit Risk This is the risk that in the event of the failure of the counterparty, the City will not be able to recover the value ofits investments that are in the possession of an outside party.This risk of loss may be attributed to themagnitude of a government's investment in a single issuer. The City’s Investment Policy limits the amount thatis permitted in a single issuer to 25% of the total portfolio. However, at the discretion of the Chief Financial Officer, the portfolio may need to be altered from time to time based on economic conditions and/or the best value of the short-term operational needs of the City. 5. Custodial Credit Risk On September 30, 2023, the City's deposits in financial institutions totaled $481,300,200. Monies on deposit with financial institutions in the form of demand deposit accounts, time deposit accounts, and certificates of deposits are defined as public deposits. The entire City's public deposits are held in qualified public depositoriespursuant to State of Florida Statutes, Chapter 280, "Florida Security for Public Deposits Act," and covered byfederal depository insurance. For amounts in excess of such federal depository insurance, the Act provides thatall qualified public depositories are required to pledge eligible collateral having a fair value equal to or greater than the average daily or monthly balance of all public deposits, times the depository's collateral pledging level. The pledging level may range from 50% to 125% depending upon the depository's financial condition andestablishment period. The Public Deposit Security Trust Fund has a procedure to allocate and recover losses inthe event of a default or insolvency. When public deposits are made in accordance with Chapter 280, no publicdepositor is liable for any loss thereof. Any losses to public depositors are covered by applicable deposit insurance, sales of securities pledged as collateral and, if necessary, assessments against other qualified public depositories of the same type as the depository in default. The City's investment securities owned are primarilyheld in U.S. Treasury Notes which are fully backed by the United States government, agencies, municipal andcorporate bonds, and held by the custodian in the City's name. B. Pension Plan Investments Pension Plan Assets - The City reports two (2) fiduciary pension trust funds in the accompanying financialstatements. Each of the plans has a separate governing board of trustees, a separate investment policy, and differing investment restrictions/risks. Consequently, each is disclosed separately below. Both plans are defined benefit 401 (a) plans. 104 B-58 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 1. General Employees' Pension Trust Fund a. Fair Value Measurements The General Employees' Retirement Fund (the Fund) categorizes the fair value measurements within thehierarchy established by general accepted accounting principles outlined in GASB Statement No. 72. Thehierarchy is based on the valuation inputs used to measure the fair value of the asset and gives thehighest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Fund's custodian bank uses a matrix based on asset class as the basis for the fair value hierarchy, which utilizesindustry standard asset categories to assign a fair value level to each investment. Description of Investments Measured at Fair Value A default leveling logic approach is applied to securities. Level 1: Securities traded in an active market, on an exchange that have quoted unadjusted prices such as exchange-traded equities, and exchange-traded derivatives. Level 2: Inputs other than quoted prices that are observable. These inputs are derived from market datathrough correlation or by other means, e.g., "market corroborated." Primarily fixed income prices providedby a vendor or broker/dealer are classified as a Level 2. Level 3: Inputs to the valuation methodology that are unobservable and significant to the fair value measurement. Instruments are often based on internally developed models in which there are few, if any, external observation. Securities often include limited partnerships and delisted or defaulted securities.fixed income, equity mutual, and commingled funds are valued by the individual managers of each fund. Real estate investments are valued by market assumptions provided by the individual managers of each fund. The managers determine the fair value of the underlying investments of the fund, then allocate their fair value to the General Employees' Pension Trust Fund based on the percentage of ownership it has inthe fund. Note: For investments in certain entities that calculate net asset value that do not have a readily determinable fair value, the City of Tampa is permitted to report fair value based on the Net Asset Value(NAV) per share (or its equivalent) as a practical expedient, where certain conditions are met. Suchmeasurements are included within the disclosure, but should not be classified as Level 1, Level 2, orLevel 3 within the hierarchy. Below is the criteria that must be met as of the City of Tampa's measurement date of which all criteria has been met: 1. The investment does not have a readily determinable fair value.2. The NAV per share is calculated (or adjusted to be) as of the reporting entity's measurementdate. 3. The NAV per share is calculated (or adjusted to be) in a manner consistent with the measurement principles associated with GASB Statement No. 72. 105 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 1. General Employees' Pension Trust Fund - (continued) September 30, 2023 Quoted Prices in Active Markets for IdenticalAssets (Level 1) Significant Other ObservableInputs (Level 2) Investments by Fair Value Level: Debt Securities: U.S. Government Securities $ 11,731,152 $ - $ 11,731,152 Asset Backed Securities: Residential Mortgage Backed 18,640,219 - 18,640,219 Commercial Mortgage Backed 1,999,294 - 1,999,294 Collaterialized Mortgage Obligations 417,573 - 417,573 Structured Debt Index Linked 183,356 - 183,356 Corporate and Other Bonds 16,428,407 - 16,428,407 Fixed Income Mutual and Commingled Funds 49,391,416 - 49,391,416 Total Debt Securities 98,791,417 - 98,791,417 Equity Securities: Common and Preferred Stocks 396,968,447 396,968,447 - Equity Mutual and Commingled Funds 89,787,314 89,787,314 - Total Equity Securities 486,755,761 486,755,761 - Total Investments in the Fair Value Hierachy 585,547,178 $ 486,755,761 $ 98,791,417 Investments measured at Net Asset Value (NAV): Cash Equivalents Included in Investments 62,993,086 Real Estate Funds (NAV) 96,613,085 Total Investments by Fair Value Level and Net Asset Value $ 745,153,349 (This space intentionally left blank.) 106 B-59 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 1. General Employees' Pension Trust Fund - (continued) General Employees' Pension Trust Fund Distribution by Asset Type September 30, 2023 Weighted Average % of Credit Maturity Total Investment Type Rating Fair Value (Years) Investments Commercial Mortgage Backed AAA $ 1,999,294 32.19 4.05%Corporate Bonds BBB 16,428,407 10.11 33.26%Government Mortgage Backed Securities No Rating 17,618,818 24.44 35.67% Government Bonds AAA 13,353,482 12.10 27.03% Total Fair Value of Fixed Income SMA Securities (1) 49,400,001 100.00% Total Fair Value of Fixed Income Commingled Funds (2) 49,391,416 Total Fair Value of Fixed Income Securities and Commingled Funds 98,791,417 Weighted Average Maturity (excludes cash) 16.11 (1) Separately Managed Account Fixed Income securities are managed by Taplin, Canida & Habacht. (2) Fixed Income Commingled Funds are managed by John Hancock. Deposits and Investments not subject to Credit and Interest Rate Risk Cash 724,100 0.11% Cash Equivalents 62,993,086 9.73% Equity Securities 486,755,761 75.22% Real Estate Limited Partnerships 96,613,085 14.93% Total Investment not subject to credit and interest rate 647,086,032 100.00% Total Cash and Investments $ 745,877,449 Equity Securities include all stocks and commingled funds. Commingled funds include WTC Small Cap 2000,Marathon-London International Fund, and Aberdeen Emerging Markets Fund Loomis Sayles, JP Morgan, WCM, and NTGI STIF. Real Estate Limited Partnerships include UBS Trumbull Property Fund and Blackstone Property Partners. 107 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 1. General Employees' Pension Trust Fund - (continued) Limited Partnerships include UBS Trumbull Property Fund, Fidelity Growth III, and Blackstone Property Partners. b. Interest Rate Risk Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of aninvestment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in the market interest rates. The Plan's policy does not place limits on investment maturities. c. Credit Risk Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. This risk is generally measured by the assignment of a rating by a nationally recognized statistical rating agency. The Plan's investment policyrequires the investments in fixed income securities to be limited to the four (4) highest classifications bya major rating agency. d. Concentration of Credit Risk This is the risk of loss that may be attributed to the magnitude of a government's investment in a single issuer. The investment policy of the Plan contains limitations of the amount that can be invested in anyone issuer as well as maximum portfolio allocation percentages. There were no individual investmentsthat represent 5% or more of plan net position or total plan investments at September 30, 2023. e. Custodial Credit Risk This is the risk that in the event of the failure of the counterparty, the Plan will not be able to recover the value of its investments that are in the possession of an outside party. Consistent with the Plan'sinvestment policy, the investments are held by the Plan's custodial bank and registered in the Plan'sname. f. Foreign Currency Risk The Plan has nominal exposure to foreign currencies due to investments in non-U.S. marketsimplemented through our money managers' portfolios. Foreign currencies will fluctuate relative to theU.S. dollar, but it is believed that the diversification benefits outweigh potential risks. h. Currency Risk Currency risk is the risk that investment values may be affected by changes in exchange rates. The Investment Manager may hedge all, some, or none of the portfolio's currency exposure. The Investment Manager may also cross hedge currency positions, but may not be net short any currency,or long more than 100% of the portfolio. 108 B-60 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 1. General Employees' Pension Trust Fund - (continued) General Employees' Pension Trust Fund Foreign Currency Exposure September 30, 2023 Dollar Value Percentage US Dollar (USD) $ 745,756,982 99.98%Euro (EUR) 79,965 0.01% Swiss Franc (CHF) 40,502 0.01% Total $ 745,877,449 100.00% 2. Firefighters and Police Officers' Pension Fund City of Tampa Firefighters and Police Officers' Pension FundDistribution by Asset TypeSeptember 30, 2023(in thousands) Fair Value Measurements by Weighted Average Fair Value Level 1 Level 2 Maturity (Years)Investment Type: U.S. Treasury Bills $ 33,450 $ 33,450 $ - 0.26 U.S. Agencies:Federal Farm Credit Bank (FFCB) 15,460 - 15,460 3.48 Federal Home Loan Bank 19,142 - 19,142 2.37 U.S Treasury Notes 20,839 20,839 - 6.53 Corporate and Other Bonds 235,375 - 235,375 3.41 Money Market Funds 30,698 - - - Commercial Paper 4,890 - 4,890 0.26 Total Fair Value 359,854 54,289 274,867 Portfolio Weighted Average Maturity 3.00 Investments Not Subject to Risk Disclosures: Equity Securities 1,919,589 1,919,589 - Partnerships 226,792 226,792 - Cash Equivalents Included in Investments 285 - - Total Investments $ 2,506,520 $ 2,200,670 $ 274,867 109 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 2. Firefighters and Police Officers' Pension Fund - (continued) Investments are categorized in accordance with the fair value hierarchy established by GovernmentalAccounting Standards Board (GASB) Statement No. 72, Fair Value Measurement and Application. Thehierarchy is based on valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets of identical assets or liabilities; Level 2 inputs are inputs other than quotedmarket prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,including quoted market prices for similar assets or liabilities in active markets; Level 3 inputs are significantunobservable inputs used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations where there is little, if any, market activity for the asset or liability at the measurement date; Level 3 assets and liabilities include financial instruments whose value is determinedusing pricing models, discounted cash flows methodologies, or similar techniques, as well as instruments forwhich the determination of fair value requires significant management judgement. a. Interest Rate Risk Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. The investment policies for the Fund do not place limits on investment maturities. Theweighted-average maturity of the Fund’s investments was 3.00 years on September 30, 2023, andassumes no investments will be called prior to maturity. As a result, the Fund is exposed to the risk offair value losses arising from increasing interest rates. b. Credit Risk Credit risk is the risk that an issuer or counterparty to an investment will not fulfill its obligation to theFund. The investment policy of the Fund requires purchases of investments in fixed income securitiesbe limited to investment grade. The corporate bonds were rated Baa or better by Moody’s Investor’sServices. The foreign notes were rated Aaa by Moody’s Investor’s Services. The U.S. Agencies were rated Aaa by Moody’s Investor’s Services. If a fixed income security temporarily falls below the specified credit rating, the investment manager reports such on a quarterly basis in writing to the Board of Trustees and makes a recommendation to either liquidate or hold. c. Concentration of Credit Risk Concentration of credit risk is the risk of loss that may be attributed to the magnitude of the Fund's investment in a single issue. The investment policy of the Fund limits investment in any one issuer to5% of the total portfolio. The Fund had no investments in a single issuer that exceeded 5% of the totalportfolio. d. Custodial Credit Risk This is the risk that in the event of the failure of the counterparty, the Plan will not be able to recover thevalue of its investments that are in the possession of an outside party. Consistent with the Plans'investment policy, the investments are held by the Plans' custodial bank and registered in the Plan'sname. e. Foreign Currency Risk The Plan has nominal exposure to foreign currencies due to investments in non-U.S. markets implemented through our money managers' portfolios. Foreign currencies will fluctuate relative to the U.S. dollar, but it is believed that the diversification benefits outweigh potential risks. 110 B-61 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - DEPOSITS AND INVESTMENTS - (Continued) 2. Firefighters and Police Officers' Pension Fund - (continued) Firefighters and Police Officers' Pension Fund Investments in Foreign EntitiesSeptember 30, 2023(in thousands) Dollar Value Percentage US Dollar (USD) $ 2,297,519 91.66%Canada (CAD) 84,747 3.38%Ireland (EUR) 62,140 2.48%Japan (JPY) 32,964 1.32%Netherlands ( EUR) 29,150 1.16% Total $ 2,506,520 100.00% The Firefighters' and Police Officers' Pension Fund's investment policy permits it to invest up to 25% in foreigninvestments based on the Fund's total book value of all investments held. The Fund's position is 8.4% and 6.9% onSeptember 30, 2023, and 2022, respectively. The General Employees Retirement Fund has no such limitation inForeign investments. (This space intentionally left blank.) 111 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 7 - RECEIVABLES AND UNEARNED REVENUES Receivables listed in the City’s governmental and business-type funds financial statements as of fiscal year endedSeptember 30, 2023, for the individual major funds, nonmajor funds, and internal service funds in the aggregate, including the applicable allowances for uncollectible accounts, are as follows (in thousands): Accounts NotesandInter- ReceivableInterest govern-and Lease Taxes Dividends mental Advances Receivables Total Governmental Activities: Major Funds: General $ 11,273 $ 16,663 $ - $ - $ 3,793 $ 31,729 Nonmajor Funds 3,801 11,693 5,627 - - 21,121 Internal Service Funds - 1,018 - - - 1,018 Allowance for Uncollectibles - (1,466) - - - (1,466)Total Governmental Activities 15,074 27,908 5,627 - 3,793 52,402 Business-Type Activities:Major Funds: Water Utility - 20,999 - 779 394 22,172 Wastewater Utility - 16,808 189 - - 16,997 Solid Waste System - 13,751 - - - 13,751 Nonmajor Funds - 484 - 3,000 15,434 18,918 Allowance for Uncollectibles - (170) - - - (170) Total Business-Type Activities - 51,872 189 3,779 15,828 71,668 Total $ 15,074 $ 79,780 $ 5,816 $ 3,779 $ 19,621 $ 124,070 Receivables listed in the Fiduciary Funds financial statements as of fiscal year ended September 30, 2023, for the Pension and Custodial funds in total are as follows (in thousands): Fiduciary Funds:Pension Trust Funds $ - $ 17,651 $ - $ - $ - $ 17,651 Lease receivables consist of 12 lease agreements ranging in terms of 6 – 62 Years. These include City assets such as buildings, parking spaces/garages, and space for cellular towers. The City recognized the following earned revenues (in thousands) related to lease receivables in FY2023, $362 ingovernmental activities ($226 lease revenues and $136 interest), $39 in water utility ($26 lease revenues and $13 interest), and $957 in nonmajor funds ($96 lease revenues and $861 interest). 112 B-62 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 7 - RECEIVABLES AND UNEARNED REVENUES - (Continued) Unearned Revenues In the government-wide and fund level financial statements, revenue is recognized in the period it is earned, andunearned revenue represents amounts received which have not been earned. As of September 30, 2023, thevarious components of unearned revenue reported in the governmental funds were as follows (in thousands): Unearned Business License Tax receipts and miscellaneous revenues (general fund) $ 8,585 Grant funds received before time and eligibility requirements are met (special revenue funds and capital improvement project fund) 10,450 Total Governmental Funds Unearned Revenues $ 19,035 Business-type funds also defer revenue recognition in connection with resources that have been received but notyet earned. As of September 30, 2023, the various components of unearned revenue reported in the business-typefunds were as follows (in thousands): UnearnedParking Fund $ 595 Water Fund 9 Golf Courses Fund 90 Wastewater Utility Fund 1 Total Business-Type Funds Unearned Revenues $ 694 Housing Loan Receivables The City of Tampa housing loans are reported at the net realizable value of the mortgage loans and secured bymortgage deeds. Repayment of these loans is not assured until cash is received, and in some instances the loansare either not fully recoverable or the terms are extended. The City maintains an allowance to reflect both theeconomic cost of providing loans at low interest rates, which reduces their present value, and for credit risk. The receivable balance is increased by the issuance of new loans with interest accrued on the loans and is decreased by loan repayments. The balances as of fiscal year ended September 30, 2023 are presented as follows: MortgageProgram Descriptions Balances State Housing Initiatives Partnership (SHIP) $ 21,855,278 Home Investment Partnership Program (HOME) 20,990,766 Neighborhood Stabilization Program (NSP) 17,029,741 Community Development Block Grant (CDBG) 4,895,852 American Rescue Plan Act Funds (ARPA) 1,717,809 Tax Increment Financing (TIF) 1,460,914 Historic Preservation 408,258 Other Housing Loans 307,943 Housing Program Funds 175,260 Housing Ownership and Opportunity for People Everywhere (HOPE) 134,155 Total Housing Loans Receivables 68,975,976 Less Allowance for Uncollectibles (68,975,976) Housing Loans Receivables, Net $ - 113 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 8 - CAPITAL ASSETS Capital asset activities for the fiscal year ended September 30, 2023 were as follows: Beginning RemeasurementsBalance Intangible Ending (as restated) 1 Right To Use Balance 10/1/2022 Increases Decreases (RTU) Leases 9/30/2023 Governmental Activities: Capital Assets not BeingDepreciated: Land $ 234,151,762 $ 14,665,414 $(1) $ - $ 248,817,175 Land Infrastructure 91,590,651 4,537,868 (3,978) - 96,124,541 Construction in Progress 213,490,824 175,289,296 (141,366,478) - 247,413,642 Total Capital Assets notBeing Depreciated 539,233,237 194,492,578 (141,370,457) - 592,355,358 Capital Assets Being Depreciated: Buildings and Improvements 561,277,072 90,647,815 (823,341) - 651,101,546 Improvements OtherThan Buildings 284,917,960 12,750,046 (169,730) - 297,498,276 Furniture and Equipment 213,685,685 15,013,084 (19,267,833) - 209,430,936 Intangible Assets 22,822,079 442,145 (13,033,139) - 10,231,085 Infrastructure 880,312,266 34,425,301 - - 914,737,567 Total Capital Assets Being Depreciated 1,963,015,062 153,278,391 (33,294,043) - 2,082,999,410 Less AccumulatedDepreciation for: Buildings and Improvements (369,714,882) (14,378,710) 812,736 - (383,280,856) Improvements OtherThan Buildings (149,196,255) (9,438,164) 168,775 - (158,465,644) Furniture and Equipment (141,930,233) (12,772,972) 18,808,802 - (135,894,403) Intangible Assets (21,046,802) (587,158) 13,029,806 - (8,604,154) Infrastructure (396,092,109) (29,899,037) - - (425,991,146)Total AccumulatedDepreciation (1,077,980,281)(67,076,041) 32,820,119 - (1,112,236,203) Total Capital Assets BeingDepreciated, Net 885,034,781 86,202,350 (473,924) - 970,763,207 114 B-63 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 8 - CAPITAL ASSETS - (Continued) Beginning Remeasurements Balance Intangible Ending (as restated) 1 Right To Use Balance 10/1/2022 Increases Decreases (RTU) Leases 9/30/2023 Governmental Activities(Continued): Intangible RTU LeaseAssets: Buildings 5,834,143 273,954 - - 6,108,097 Equipment 349,720 49,146 (12,693) 87,297 473,470 Total Intangible RTU Lease Assets 6,183,863 323,100 (12,693) 87,297 6,581,567 Less AccumulatedAmortization for: Buildings (917,055) (1,010,618) - - (1,927,673) Equipment (190,421) (190,904) 12,693 - (368,632) Total AccumulatedAmortization (1,107,476)(1,201,522) 12,693 - (2,296,305) Total Intangible RTU Lease Assets, Net 5,076,387 (878,422) - 87,297 4,285,262 Intangible RTU Subscription Assets: Subscription-Based IT Arrangement Assets 26,302,357 1,239,063 - - 27,541,420 Less AccumulatedAmortization for: Subscription-Based ITArrangements Assets (1,326,688) (6,435,817) - - (7,762,505) Total Intangible RTUSubscription Assets, net 24,975,669 (5,196,754) - - 19,778,915 Governmental Activities Capital Assets, Net $ 1,454,320,074 $ 274,619,752 $ (141,844,381) $ 87,297 $ 1,587,182,742 115 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 8 - CAPITAL ASSETS - (Continued) Beginning RemeasurementsBalance Intangible Ending (as restated) 1 Right To Use Balance 10/1/2022 Increases Decreases (RTU) Leases 9/30/2023 Business-Type Activities: Capital Assets not BeingDepreciated: Land $ 36,367,793 $ 188,132 $ - $ - $ 36,555,925 Construction in Progress 292,989,748 213,470,948 (72,058,575) - 434,402,121 Total Capital Assets notBeing Depreciated 329,357,541 213,659,080 (72,058,575) - 470,958,046 Capital Assets Being Depreciated: Buildings 446,663,765 741,504 (913,314) - 446,491,955 Improvements OtherThan Buildings 2,184,716,916 72,897,350 (8,718,688) - 2,248,895,578 Furniture and Equipment 99,208,335 14,190,548 (6,460,370) - 106,938,513 Intangible Assets 2,327,263 24,500 (8,811) - 2,342,952 Total Capital Assets Being Depreciated 2,732,916,279 87,853,902 (16,101,183) - 2,804,668,998 Less AccumulatedDepreciation for: Buildings (305,983,307) (8,686,280) 849,775 - (313,819,812) Improvements Other Than Buildings (1,151,529,725) (55,615,574) 8,021,814 - (1,199,123,485) Furniture and Equipment (59,775,061) (9,199,527) 6,342,864 - (62,631,724) Intangible Assets (1,935,762) (255,450) 8,810 - (2,182,402)Total AccumulatedDepreciation (1,519,223,855)(73,756,831) 15,223,263 - (1,577,757,423) Total Capital Assets BeingDepreciated, Net 1,213,692,424 14,097,071 (877,920) - 1,226,911,575 (This space intentionally left blank.) 116 B-64 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 8 - CAPITAL ASSETS - (Continued) Beginning Remeasurements Balance Intangible Ending (as restated) 1 Right To Use Balance 10/1/2022 Increases Decreases (RTU) Leases 9/30/2023 Business-Type Activities(Continued): Intangible RTU LeaseAssets: Buildings - 535,674 - - 535,674 Equipment 461,540 - - 419,745 881,285 Total Intangible RTU Lease Assets 461,540 535,674 - 419,745 1,416,959 Less AccumulatedAmortization for: Buildings - (172,045) - - (172,045) Equipment (344,290) (355,383) - - (699,673) Total AccumulatedAmortization (344,290)(527,428) - - (871,718)Total Intangible RTU LeaseAssets, Net 117,250 8,246 - 419,745 545,241 Business-Type ActivitiesCapital Assets, Net $ 1,543,167,215 $ 227,764,397 $ (72,936,495) $ 419,745 $ 1,698,414,862 (1) As mentioned in Note 1, the City of Tampa implemented GASB 96 in fiscal year FY23. The pronouncementchanged the accounting for the Subscription-Based Information Technology Arrangements (SBITAs) andresulted in reclassifications. Some of the SBITAs that were accounted for as operating expenses prior to FY23meet the criteria for GASB 96 SBITAs. Whereas there was no capitalization of fixed assets for use of a vendor’s software prior to GASB 96, each GASB 96 contract results in the capitalization of an Intangible Right To Use Subscription asset and a related liability for the present value of the subscription payments to be made duringthe term. On the first day of the fiscal year (October 1, 2022), the City of Tampa was the user in five contractsof Information Technology software that met the definition of GASB 96 contracts. On that date, the presentvalue of the subscription payments to be made was $18,475,369 (all for governmental activities). In addition, there were two assets that were for the Initial Implementation stage of SBITA assets that were classified as Intangible Assets at the end of FY22. Their total cost on September 30, 2022, was $7,826,988 and their totalaccumulated depreciation was $1,326,688. The beginning balances of the Intangible Right To Use Subscriptionassets were restated as shown in Note 8 for $26,302,357 (present value of subscription payments plus InitialImplementation costs) in cost and $1,326,688 in accumulated depreciation. The Intangible Assets beginning balances were restated by reducing the cost by $7,826,988 and accumulated depreciation by $1,326,688. 117 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 8 - CAPITAL ASSETS - (Continued) Depreciation amortization expenses were charged to the functions of the primary government as of September 30, 2023, as follows: Governmental Activities:Amount Environmental Services $ 37,212,775 Culture and Recreation 13,514,618 General Government 10,256,948 Public Safety 7,441,569 Internal Service Funds 6,050,181 Total Depreciation Amortization Expense - Governmental Activities $ 74,476,091 Business-Type Activities:Amount Wastewater Utility $ 31,597,779 Water Utility 30,494,852 Solid Waste System 9,521,171 Parking Facilities 2,373,288 Golf Courses 297,169 Total Depreciation Amortization Expense - Business-Type Activities $ 74,284,259 Accumulated Amortization The accumulated amortization is comprised of depreciation expenses and transfers in from other groups of assets. In FY2023, the Governmental Activities' Increase in Accumulated Amortization total was $74,713,380, whichconsisted of $74,476,091 in depreciation expenses and $237,289 in transfers from the Business-Type funds. Themajority of the transfers were for vehicles. Impairment of Assets The City’s Management periodically reviews its capital assets and considers impairment whenever indicators of impairment are present, such as when the decline in service utility of the capital asset is large in magnitude and the event or change in circumstance is outside the normal life cycle of the capital asset. For the fiscal year ended September 30, 2023, the City of Tampa had no impairment of capital assets. (This space intentionally left blank.) 118 B-65 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 9 - INTERFUND RECEIVABLES, PAYABLES, TRANSFERS, AND ADVANCES Interfund Receivables and Payables - The City uses interfund receivables and payables to record amounts owedto the self insurance fund (reported within the general fund financial statements) for benefits on accrued salaries.The interfund transactions also include amounts owed to the general fund by the grants special revenue and capital improvement funds. Interfund balances as of the fiscal year ended September 30, 2023, are as follows: Receivable Fund Amount General Fund $ 12,330,807 Water Utility Fund 442,680 Total Due From Other Funds $ 12,773,487 Payable Fund Amount Nonmajor Governmental Funds $ 12,228,401 Wastewater Utility Fund 165,100 Solid Waste System 150,123 Water Utility Fund 137,067 Internal Service Funds 59,774 Nonmajor Enterprise Funds 33,022 Total Due To Other Funds $ 12,773,487 (This space intentionally left blank.) 119 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 9 - INTERFUND RECEIVABLES, PAYABLES, TRANSFERS, AND ADVANCES - (Continued) Interfund Transfers - In compliance with bond covenants and city financial policies, transfers between funds aremovements from special revenue funds (utility tax, local option gas tax, community redevelopment agency, andcommunity investment tax capital projects) to the corresponding debt service funds to meet the respective debt service requirements. The transfers from nonmajor governmental funds (including the community redevelopment agency (CRA) funds) tothe general fund are for overhead costs and general government services allocated to specific programs. Transfersfrom the parking fund to the utility tax debt service fund were repayments of bond principal and interest where part of the bond proceeds were used for parking related capital projects. Although the general fund and the utilities services tax fund are combined, the interfund transfers from the utilities services tax fund to the general fund of$1,465,449 were for expenditures in the general fund and they were not eliminated. Transfers from the selfinsurance fund (reported within the general fund financial statements) to the debt service fund were repayments ofbond principal and interest for the Workers Compensation Bond. The major enterprise funds payments in lieu of taxes (PILOT) and payments in lieu of franchise fees (PILOFF) are also reported as transfers in the general fund. Transfers to the fleet maintenance fund were for the purchase of new vehicles and equipment. Transfers as of the fiscal year ended September 30, 2023, are as follows: Funds Transfers In Transfers Out General Fund $ 46,953,044 $ (90,029,628) Nonmajor Governmental Funds 109,922,744 (38,315,310) Internal Service Funds 16,038,426 (90,000)Nonmajor Enterprise Funds 1,086,506 (5,410,120)Water Utility Enterprise Fund 820,534 (15,292,973)Solid Waste System Enterprise Fund - (10,042,394) Wastewater Utility Enterprise Fund - (15,640,829) Total Transfers $ 174,821,254 $ (174,821,254) (This space intentionally left blank.) 120 B-66 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 10 - LEASES/SUBSCRIPTION-BASED INFORMATION TECHNOLOGY ARRANGEMENTS (SBITA) Leases The City (as Lessee) has entered into lease agreements that convey the right to use buildings and equipment inagreements that do not automatically transfer the underlying assets to the City at the end of the lease for 73 copiers,21 vehicles, 11 buildings (or space in buildings), six (6) vapor phase units, one (1) postage meter, and one (1)inserter. These agreements qualify as GASB Statement No. 87, Leases for accounting purposes and are recorded at the present value of the future minimum lease payments as of the inception date (in thousands): Governmental Business-Type Activities Activities $ 6,108 $ 536 473 881 (1,927)(172) (369)(700) $ 4,285 $ 545 Assets Building Capital AssetsMachinery and Equipment Capital Assets Less: Accumulated Amort. - Buildings Less: Accumulated Amort. - Mach/Equip Total Variable Lease Payments Variable payments made for leases are not part of the lease liability and are classified as operating expenses. InFY2023, there was $4,901 in variable payments (all governmental) for leases. Future Annual Lease Payments The future annual lease payments for Leases are as follows (in thousands): Governmental Activities Business-Type Activities Year Ending September 30, Principal Interest Principal Interest 2024 $ 998 $ 142 $ 452 $ 12 2025 761 110 126 1 2026 455 88 - - 2027 396 73 - - 2028 392 58 - - 2029-2033 1,329 122 - - 2034-2038 94 1 - - Total $ 4,425 $ 594 $ 578 $ 13 121 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 10 - LEASES/SUBSCRIPTION-BASED INFORMATION TECHNOLOGY ARRANGEMENTS (SBITA) - (Continued) SBITA'S The City (as Subscriber) has entered into subscription agreements that convey the right to use vendors’ software for Microsoft licenses, Oracle software, Accela (i.e., Building, Permitting, and Land Management System), Customer Relationship Management Capsule Solution, body-worn camera program software, and a ConstructionManagement System. These agreements qualify as GASB Statement No. 96, Subscription-Based InformationTechnology Arrangements (SBITA) for accounting purposes and are recorded at the present value of the futureminimum subscription payments as of the inception date plus all ancillary costs necessary to place the subscription asset into service (in thousands): Assets Governmental Business-Type Activities Activities SBITA Capital Assets $ 27,541 $ - Less: Accumulated Amort. - SBITA (7,762) - Total $ 19,779 $ - Variable Subscription Payments Variable payments made for subscriptions are not part of the subscription liability and are classified as operatingexpenses. In FY2023, there was $121,634 in variable payments (all governmental) for SBITAs. Future Annual Subscription Payments The future annual subscription payments for SBITAs are as follows (in thousands): Governmental Activities Business-Type Activities Year Ending September 30, Principal Interest Principal Interest 2024 $ 4,705 $ 542 $ - $ - 2025 3,797 364 - - 2026 2,606 221 - - 2027 912 123 - - 2028 724 88 - - 2029-2033 1,875 91 - - Total $ 14,619 $ 1,429 $ - $ - 122 B-67 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 11 - LONG-TERM OBLIGATIONS AND DEFERRED ITEMS The following is a summary of changes in long-term liabilities for the fiscal year ended September 30, 2023. Compensated absences and net other post-employment benefit (OPEB) obligations are typically paid from the general fund and the proprietary funds in which they were incurred. Net pension liability (NPL) is paid from the general fund and the proprietary funds in which they were incurred. BeginningBalance Ending (as restated)Balance Due Within 10/01/2022 Additions Reductions 9/30/2023 One Year Governmental Activities Bonds, Notes Payable, and Leases:Revenue Bonds $ 473,387,691 $ - $ (23,785,463) $ 449,602,228 $ 29,150,902 Notes and Loans 88,655,450 - (5,031,140) 83,624,310 6,159,901 Finance Purchases 2,165,459 278,080 (1,051,807) 1,391,732 1,063,402 Lease Liabilities 5,155,691 592,822 (1,323,812) 4,424,701 997,709 SBITA Liabilities 18,475,369 (3,856,310) 14,619,059 4,705,040 587,839,660 870,902 (35,048,532) 553,662,030 42,076,954 Unamortized Premium (Discount) for Bonds and Loans 32,910,385 108,876 (3,147,968) 29,871,293 - Total Bonds, Notes Payable, andLeases 620,750,045 979,778 (38,196,500) 583,533,323 42,076,954 Claims and Judgments 63,441,931 62,257,206 (60,991,340) 64,707,797 64,707,797 Compensated Absences 60,152,849 67,207,665 (60,152,849) 67,207,665 27,695,844 Subtotal 744,344,825 130,444,649 (159,340,689) 715,448,785 134,480,595 OPEB Liability 56,597,680 3,189,189 - 59,786,869 - Net Pension Liability:General Employees' Pension 23,953,907 158,803,192 - 182,757,099 - Firefighters and Police Officers' Pension 109,884,584 316,334,673 - 426,219,257 - Governmental Activities Long-Term Liabilities $ 934,780,996 $ 608,771,703 $ (159,340,689) $ 1,384,212,010 $ 134,480,595 Business-Type Activities Bonds, Notes Payable, and Leases:Revenue Bonds $ 724,735,000 $ - $ (11,580,000) $ 713,155,000 $ 11,750,000 State Revolving Loans 22,214,520 - (1,600,676) 20,613,844 1,630,511 Lease Liabilities 121,769 955,419 (499,586) 577,602 452,065 747,071,289 955,419 (13,680,262) 734,346,446 13,832,576 Unamortized Premium (Discount) for Bonds 128,984,561 - (4,279,531) 124,705,030 - Total Bonds, Notes Payable, and Leases 876,055,850 955,419 (17,959,793) 859,051,476 13,832,576 Compensated Absences 10,890,134 12,027,558 (10,890,134) 12,027,558 6,015,602 Landfill Postclosure 368,099 - (72,700) 295,400 - Subtotal 887,314,083 12,982,977 (28,922,627) 871,374,434 19,848,178 OPEB Liability 13,714,834 797,298 - 14,512,132 - Net Pension Liability: General Employees' Pension 5,988,477 45,689,275 (5,988,478) 45,689,274 - Business-Type Activities Long-Term Liabilities $ 907,017,394 $ 59,469,550 $ (34,911,105) $ 931,575,840 $ 19,848,178 123 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 11 - LONG-TERM OBLIGATIONS AND DEFERRED ITEMS - (Continued) Deferred Outflows and Inflows of Resources:These deferred items are recognized and measured in financial statements prepared using the economic resourcesmeasurement focus and the accrual basis of accounting. The deferral is for changes in the net pension liability (NPL) that are not included in pension expense and must be amortized in a systematic and rational manner over a closed period depending on a cause beginning with the current period. These causes may include changes offuture economic and demographic assumptions or other inputs, differences between expected and actualexperience with regard to economic or demographic factors, and differences between projected and actual earningson pension plan investments. The deferrals also include Deferred Charges on bond refunding and OPEB liabilities. Employer contributions subsequent to the measurement date of the NPL are required to be reported as deferredoutflows of resources. The following table is a summary of the City's deferred outflows and inflows of resources as of September 30, 2023: Governmental Business-Type Deferred Outflows of Resources Activities Activities Total F&P Pension: City Contributions After the Measurement Date Employer $ 32,690,154 $ - $ 32,690,154 State Contributions 10,576,096 - 10,576,096 Investment Earnings 243,981,038 - 243,981,038 GE Pension: Assumption Changes 21,708,726 6,040,319 27,749,045 Investment Earnings 151,416,660 37,241,028 188,657,688 Deferred charges on bond refunding 5,546,596 5,951,249 11,497,845 OPEB 9,960,531 2,419,405 12,379,936 Total Deferred Outflows of Resources $ 475,879,801 $ 51,652,001 $ 527,531,802 Governmental Business-Type Deferred Inflows of Resources Activities Activities Total F&P Pension: Actuarial Experience $ 21,473,551 $ - $ 21,473,551 Investment Earnings (7,658,273) - (7,658,273) GE Pension: Actuarial Experience 59,122,863 14,780,716 73,903,579 Deferred Charges on Bond Refunding 305,726 - 305,726 OPEB 8,293,216 2,063,091 10,356,307 Lease Receivables 3,792,739 15,828,182 19,620,921 Total Deferred Inflows of Resources $ 85,329,822 $ 32,671,989 $ 118,001,811 124 B-68 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 - LONG-TERM DEBT Overview The City of Tampa issues revenue bonds primarily for the purpose of acquiring or constructing capital assets or to refund previously issued debt in order to take advantage of favorable interest rate conditions. Revenue bonds are secured by specific revenue streams that are used to pay debt service. The City has no general obligation debt,which is debt that is secured by ad valorem real property tax revenues. The Official Statements for the bond issue and City Council Resolutions authorizing the issuance of revenue bonds contain certain restrictive covenants. The City has entered into certain covenants that include making deposits for specified amounts derived from specific revenue sources into accounts and funds established by the Resolutions. The deposits into these accounts and funds are used to repay principal and interest coming due on the bonds andto provide sinking funds established for the purpose of retiring term bonds due in future years. The City believes itis in compliance with all bond covenants. Interest Rate Balance 10/1/2022 Additions Reductions Balance 9/30/2023 Due Within One Year Governmental ActivitiesRevenue Bonds: 2021B Non-Ad ValoremRefunding Bonds 2.00% -5.00% $ 30,980,000 $ - $ - $ 30,980,000 $ - 2021C Non-Ad ValoremRevenue Bonds 2.00% -5.00% 118,010,000 - - 118,010,000 - 2021 Special AssessmentRevenue Bonds Stormwater 5.00% 35,865,000 - (825,000) 35,040,000 870,000 2020 Sales Tax Refunding Revenue Bonds 5.00% 15,900,000 - (2,880,000) 13,020,000 3,020,000 2018 Special AssessmentRevenue Bonds 4.00% -5.25% 78,340,000 - (1,770,000) 76,570,000 1,860,000 2017 Occupational License TaxRefunding Revenue Bonds 1.96% 39,542,691 - (6,425,463) 33,117,228 6,490,902 2016 Sales Tax RefundingRevenue Bonds 4.00% -5.00% 29,150,000 - (5,305,000) 23,845,000 5,575,000 2016 Non-Ad Valorem Refunding Bonds 2.50% -5.00% 33,620,000 - - 33,620,000 - 2015 Non-Ad ValoremRefunding Bonds 3.00% -5.00% 36,880,000 - - 36,880,000 - 2012A Utility Tax RefundingBonds 3.00% -5.00% 13,985,000 - (2,360,000) 11,625,000 2,480,000 2012B Utility Tax Bonds 5.00% 10,115,000 - (3,430,000) 6,685,000 6,685,000 2012C Utility Tax Refunding Bonds 3.10% - 3.40% 7,870,000 - - 7,870,000 - 2010A Utility Tax RevenueBonds 5.25% -5.75% 11,610,000 - - 11,610,000 2,170,000 2010B Utility Tax Revenue Bonds 6.00% - 6.25% 8,045,000 - - 8,045,000 - 125 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 - LONG-TERM DEBT - (Continued) Interest Rate Balance 10/1/2022 Additions Reductions Balance 9/30/2023 Due Within One Year Governmental Activities Revenue Bonds: - (Continued) 1995 Tampa Sports AuthorityTaxable Special Bonds 7.14% -8.02% 870,000 - (195,000) 675,000 1 - 1995 Tampa Sports AuthoritySpecial Purpose Bonds 3.95% -6.10% 2,605,000 - (595,000) 2,010,000 1 - Total Revenue Bonds 473,387,691 - (23,785,463) 449,602,228 29,150,902 Notes Payable: 2021A Non-Ad ValoremRevenue Note 1.14% 32,066,550 - (3,843,440) 28,223,110 3,896,301 2020A Taxable Non-Ad ValoremRefunding Revenue Note 2.65% 11,286,000 - (1,187,700) 10,098,300 1,197,400 2020B Taxable Non-Ad ValoremRefunding Revenue Note 2.50% 45,302,900 - - 45,302,900 1,066,200 Total Notes Payable 88,655,450 - (5,031,140) 83,624,310 6,159,901 Total Governmental Activities $ 562,043,141 $ - $ (28,816,603) $ 533,226,538 $ 35,310,803 1) Amounts Due Within One Year are not displayed because as a guarantor, the City does not directly make payments on the Tampa Sports Authority Bonds. (This space intentionally left blank.) 126 B-69 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 - LONG-TERM DEBT - (Continued) Interest Balance Balance Due Within Rate 10/1/2022 Additions Reductions 9/30/2023 One Year Business-Type Activities Revenue Bonds: 2022A Water & WastewaterRevenue Bonds 5.00% -5.25% $ 282,545,000 $ - $ - $ 282,545,000 $ - 2022B Water & WastewaterRevenue Bonds 5.00% 15,750,000 - - 15,750,000 - 2020A Water & WastewaterRevenue Bonds 1.02% -1.84% 270,905,000 - - 270,905,000 - 2020B Water & WastewaterRevenue Bonds .394% -1.518% 91,105,000 - (7,500,000) 83,605,000 7,500,000 2016 Water & WastewaterRevenue Bonds 1.51% 5,320,000 - (1,300,000) 4,020,000 1,320,000 2015 Water & Sewer Refunding Bonds 3.00% - 5.00% 59,110,000 - (2,780,000) 56,330,000 2,930,000 Total Revenue Bonds 724,735,000 - (11,580,000) 713,155,000 11,750,000 Notes Payable: State Revolving Loan #4 2.82% 225,395 - (23,818) 201,577 24,495 State Revolving Loan #5 2.66% 371,395 - (39,490) 331,905 40,547 State Revolving Loan #6 2.42% 10,113,077 - (959,017) 9,154,060 982,366 State Revolving Loan #7 0.82% 11,504,652 - (578,350) 10,926,302 583,103 Total Notes Payable 22,214,519 - (1,600,675) 20,613,844 1,630,511 Total Business-Type Activities $ 746,949,519 $ - $ (13,180,675) $ 733,768,844 $ 13,380,511 127 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 – LONG-TERM DEBT - (Continued) Annual Debt Service Requirements to Maturity The annual debt service for all bonds and loans outstanding as of September 30, 2023 are as follows: Governmental Activities Business-Type Activities Fiscal Year Principal Interest Principal Interest 2024 $ 35,720,804 $ 17,389,960 $ 13,380,511 $ 31,300,642 2025 38,651,965 16,154,045 13,646,000 31,069,729 2026 39,930,729 14,881,459 13,947,161 30,803,582 2027 41,238,208 13,559,084 13,114,007 30,526,571 2028 32,395,602 12,360,788 15,571,556 30,259,202 2029-2033 98,909,230 47,290,407 79,194,737 146,813,725 2034-2038 61,550,000 34,329,731 72,816,560 133,049,782 2039-2043 72,975,000 22,978,638 86,818,312 115,401,028 2044-2048 69,655,000 10,001,475 109,975,000 93,057,425 2049-2053 42,200,000 2,003,006 138,375,000 63,813,325 2054-2058 - - 176,930,000 24,055,300 Total $ 533,226,538 $ 190,948,593 $ 733,768,844 $ 730,150,311 Pledged Revenues The City has pledged certain revenues to repay certain bonds and notes outstanding as of September 30, 2023. The following table reports the revenues pledged, which may be net of operating expenses, for each debt issue; theamounts of such revenues received in the current year; the current year principal and interest paid on the debt; the approximate percentage of each revenue pledged to meet the debt obligation; the amount of the remaining principal and interest on the bonds and notes, and the maturity date of each debt agreement. Description of Issue Pledged Revenue RevenueReceived Principal andInterest Paid EstimatedPercentage of RevenuesPledged Outstanding Principal andInterest PledgedThrough Governmental Activities Occupational License TaxRefunding Bonds, Series 2017 Occupational LicenseTaxes Collected and Other RelatedRevenue Streams $ 11,174,248 $ 7,137,530 63.87 % $ 34,752,951 2028 Sales Tax Refunding RevenueBonds, Series 2016 and SalesTax Refunding and ImprovementRevenue Bonds, Series 2020 One-half Cent LocalGovernmentInfrastructure Surtax 29,164,131 10,050,175 34.46 40,192,575 2027 TSA Special Purpose Bonds,Series 1995 (Guaranteed ParkingRevenue); TSA Taxable SpecialPurpose Bonds, Series 1995(Surcharge Loan) Parking RevenuesGenerated by theSouth RegionalParking Garage 1,965,430 1,005,873 51.18 3,003,150 2027 128 B-70 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 – LONG-TERM DEBT - (Continued) Description of Issue Pledged Revenue Revenue Received Principal and Interest Paid EstimatedPercentage of Revenues Pledged Outstanding Principal and Interest Pledged Through Governmental Activities(Continued) Utilities Tax Improvement Bonds,Series 2010A, Series 2010B, Utilities Tax Refunding RevenueBonds, Series 2012A, Series2012C, Utility Tax Revenue BondSeries 2012B Utility Service TaxRevenues, and Interest Earned on LegallyRequired DepositoryAccounts $ 73,348,207 $ 8,080,445 11.02 % $ 53,149,558 2031 Non-Ad Valorem Revenue Bonds,Series 2015, Non-Ad ValoremRefunding and ImprovementRevenue Bonds, Series 2016,Non-Ad Valorem Revenue Note(Line of Credit), Series 2016,Taxable Non-Ad Valorem RefundingRevenue Bonds, Series 2020A and2020B, Non-Ad Valorem RefundingRevenue Note, Series 2021A,Non-Ad Valorem Refunding andImprovement Revenue Bonds,Series 2021B, and Non-Ad Valorem Improvement Revenue Bonds,Series 2021C (Sustainable Bonds) Legally AvailableNon-Ad ValoremRevenues 370,884,695 13,140,403 3.54 406,387,897 2052 Special Assessment Revenue Bonds (Central and Lower BasinStormwater Improvements), Series2018, & 2021(Green Bonds) Special Assessment Tax Revenue 16,086,779 8,115,275 50.45 186,689,000 2046 (This space intentionally left blank.) 129 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 – LONG-TERM DEBT - (Continued) Estimated Percentage Outstanding Description of Pledged Revenue Principal and of Revenues Principal and PledgedIssueRevenueReceived Interest Paid Pledged Interest Through Business-Type Activities Water & Sewer SystemsImprovements & RefundingRevenue Bonds, Series 2011 and2015, Water & WastewaterSystems Revenue Bonds, Series2016, Water and WastewaterSystems Revenue Bonds, Series2020A, Taxable Water andWastewater Systems RefundingRevenue Bonds, Series 2020B,Water and Wastewater SystemsRevenue Green Bonds, Series2022A, Water and WastewaterSystem Revenue Bonds, Series2022B Net OperatingRevenues of theWater & WastewaterSystem $ 171,609,260 $ 39,354,970 22.93 % $ 1,441,391,549 2058 State of Florida Revolving Loans#4, #5, #6, #7 Net OperatingRevenues of the Water Systemavailable for State Loans 75,898,145 1,948,608 2.57 22,527,605 2041 Debt service to maturity by revenue source on the City’s bonded indebtedness is as follows: Governmental-Type Activities Occupational Sales Utilities Non-Ad Special License Tax Tax Tax Valorem AssessmentFiscal Year Revenues Revenues Revenues Revenues Revenues 2024 $ 7,076,389 $ 10,040,675 $ 13,194,608 $ 14,180,195 $ 8,120,525 2025 7,014,740 10,054,550 6,311,086 22,310,765 8,114,025 2026 6,952,088 10,053,250 6,272,786 22,410,098 8,121,025 2027 6,887,938 10,044,100 6,214,024 23,034,712 8,115,525 2028 6,821,796 - 6,166,399 23,650,421 8,117,775 2029-2033 - - 14,990,655 90,628,107 40,580,875 2034-2038 - - - 55,288,956 40,590,775 2039-2043 - - - 55,373,138 40,580,500 2044-2048 - - - 55,308,500 24,347,975 2049-2053 - - - 44,203,005 - 2054-2058 - - - - - Total $ 34,752,951 $ 40,192,575 $ 53,149,558 $ 406,387,897 $ 186,689,000 130 B-71 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 - LONG-TERM DEBT - (Continued) Business-Type Activities Water & Sewer SystemFiscal Year Revenues 2024 $ 44,681,153 2025 44,715,729 2026 44,750,743 2027 43,640,577 2028 45,830,758 2029-2033 226,008,462 2034-2038 205,866,342 2039-2043 202,219,340 2044-2048 203,032,425 2049-2053 202,188,325 2054-2058 200,985,300 Total $ 1,463,919,154 The City seeks to maintain a minimum of an "A" rating from Moody's Investor Services (Moody's), Standard &Poor's rating Services (S&P), and Fitch Ratings (Fitch) for each of its revenue bond programs and issuer creditrating (ICR). The most recent ratings are as shown below: City of Tampa Bond Ratings Issue Moody's Standard & Poor's Fitch Issuer Credit Rating Aa1 AAA AA+ Non-Ad Valorem Aa1 AAA AA Sales Tax Aa3 AA AAUtilities Tax - Subordinate Lien Aa3 AA-AA+Special Assessment Revenue Bonds Aa2 AA+Not RatedWater and Wastewater Aaa AAA AAA Additional disclosure as a result of the implementation of GASB Statement No. 88, Certain Disclosures Related to Debt, including Direct Borrowings and Direct Placements The City has outstanding notes from direct borrowings and direct placements related to governmental activitiestotaling $83,624,310, and state revolving loans related to business-type activities totaling $20,613,844. For the 2021A, 2020A and 2020B bank notes, Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2021A, 2020A and 2020B Notes by at least 1.5x and will not exceed 20% of aggregate Governmental Funds Revenues. If any event of default, the Noteholder may protect and enforce any and all rightsunder the Laws of the State of Florida and compel the performance of all duties. Notwithstanding any otherprovision, the Noteholder shall never have the right to declare the Series 2021A, 2020A and 2020B Notesimmediately due and payable. The total outstanding amount is $28,223,110 for 2021A note, $10,098,300 and $45,302,900 for notes 2020 A and B respectively. 131 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 12 – LONG-TERM DEBT - (Continued) For the state revolving loans, the pledged revenues are the gross revenues derived yearly from the operation of thewater and sewer systems after the payment of operating and maintenance expenses and the satisfaction of allyearly payments on senior revenue obligations. The City shall maintain rates sufficient to provide 1.15 times thesemiannual loan payments due in the fiscal year, as well as satisfying the coverage requirements of all senior and parity debt. Remedies in Default include, subject to rights of others having prior liens on the pledged revenues, (1) by mandamus establish rates and collect fees for use of the water and sewer system to require fulfillment of theagreement; (2) intercept delinquent amount plus 6% penalty on amount due from any revenue or tax sharing fundestablished by the State; (3) accelerate the repayment schedule or increase the interest rate as much as 1.667 times the loan interest. Unused Line Pledged Funds Default of Credit State Revolving Loans Net Water and wastewater Establish Rate Sufficient to Fulfill theAgreement N/A 2020A Bank Note Non-Ad Valorem Revenues Establish Revenue Sufficient to Fulfillthe Agreement N/A 2020B Bank Note Non-Ad Valorem Revenues Establish Revenue Sufficient to Fulfillthe Agreement N/A 2021A Bank Note Non-Ad Valorem Revenues Establish Revenue Sufficient to Fulfill the Agreement N/A The City has entered into agreements for financing the acquisitions of six (6) sweepers, 1,000 electronic controldevices, and mail processing software. These lease agreements, all of which are for governmental activities, qualifyas financed purchases for accounting purposes and are recorded at the present value of minimum payments as of their in service date. The future annual lease payments for these are as follows: Governmental Activities Fiscal Year Principal Interest 2024 $ 1,063,402 $ 26,753 2025 194,241 13,099 2026 52,669 6,426 2027 81,420 3,902 Total $ 1,391,732 $ 50,180 NOTE 13 - CONDUIT DEBT From time to time the City will issue conduit debt obligations to fulfill a public need or purpose. These obligations are not reported as liabilities in the accompanying basic financial statements and the City is not obligated in any manner for repayment of the bonds. As of September 30, 2023, there was an aggregate principal amount of approximately$1,179,877,682. A description of each issue outstanding at year end follows: $2,310,000 of City of Tampa, Florida Variable Rate Revenue and Revenue Refunding Bonds (Volunteers of America of Florida, Inc.), Series 2010: The proceeds from the bonds were loaned to Volunteers of America of Florida, Inc. solely to refund the Series 2007 bonds. The Series 2007 bonds were loaned to Volunteers of Americaof Florida, Inc. to finance and refinance the constructing, relocating, acquiring, and equipping certain social servicefacilities. The terms of the loan agreement call for payments of principal and interest to be made directly to the bondtrustee by Volunteers of America of Florida, Inc. The gross revenues of the entity secure the loan. 132 B-72 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 13 - CONDUIT DEBT - (Continued) $7,675,000 of City of Tampa, Florida Variable Rate Revenue and Revenue Refunding Bonds (DACCO – DrugAbuse Comprehensive Coordinating Office, Inc.), Series 2010: The proceeds from the bonds were loaned toDrug Abuse Comprehensive Coordinating Office, Inc. (DACCO) solely to refinance the 2007 Series bonds. Theoriginal 2007 Series Bonds were loaned to Drug Abuse Comprehensive Coordinating Office, Inc. to finance theacquiring, constructing, and equipping of a facility located on Columbus Drive within the limits of the City of Tampa. The terms of the loan agreement call for payments of principal and interest to be made directly to the bond trustee by DACCO. The gross revenues of DACCO secure the loan. $10,159,777 City of Tampa, Florida Revenue Refunding Bonds (Tampa Preparatory School Project), Series 2010A and 2010B: The proceeds from the bonds were loaned to Tampa Preparatory School solely to refund theoutstanding (Tampa Preparatory School Project), 2000 Series Bonds. The original 2000 Series Bonds were loanedto Tampa Preparatory School, Inc. to finance the construction of a new facility. The terms of the loan agreement callfor payments of principal and interest to be made directly to the bondholder. The gross revenues of Tampa Preparatory Schools secure the loan. $77,215,000 City of Tampa, Florida Health System Revenue Bonds, Baycare Health System Issue, Series 2012B: The proceeds from the bonds were loaned to Baycare Health Systems, Inc. to currently refund a portion ofthe Pinellas County Health Facilities Authority Health System Revenue Bonds, Series 2006B. The terms of the loanagreement call for payments of principal and interest to be made directly to the bond trustee by Baycare HealthSystem, Inc. The gross revenues of the entity secure the loan. $68,335,000 City of Tampa, Florida Revenue and Revenue Refunding Bonds (The University of Tampa Project), Series 2015: The proceeds from the bonds were loaned to The University of Tampa to (i) finance andrefinance the acquisition, construction, equipment and installation of a mixed use facility, including additions andimprovements to an existing parking garage, office, classroom and other facilities, (ii) advance refund all of theoutstanding City of Tampa, Florida Revenue Bonds (University of Tampa Project), Series 2006 maturing on and after April 1, 2016, (iii) refinance a bank loan (the "2013 Bank Loan"), and (iv) pay certain bond issuance costs. The gross revenues of the University of Tampa secure the loan and bonds. $6,575,000 City of Tampa, Florida Educational Facilities Revenue and Revenue Refunding Note (Academy of Holy Names Project), Series 2015: The proceeds from the note were loaned to the Academy of the Holy Names of Florida Inc. to (i) refunding the City of Tampa, Florida Education Facilities Revenue Bonds (Academy of Holy NamesProject) Series 2001, (ii) financing and equipping the performing arts center, relocation of tennis courts andbasketball courts and other related improvements, and (iii) pay certain costs associated with the issuance of the2015 Note. The gross revenues of the entity secure the loan and note. $7,142,905 City of Tampa, Florida Educational Facilities Revenue and Refunding Revenue Note (Trinity School for Children Project), Series 2015A and 2015B: The proceeds from the notes were loaned to Trinity School For Children to (i) financing the construction and equipping of an additional classroom building, a walkwayaround the borrower's school campus, a new perimeter fence and privacy landscaping and an open airamphitheater, (ii) refunding the City of Tampa, Florida Educational Facilities Refunding Revenue Bond (TrinitySchool for Children Project), Series 2010, and (iii) pay certain costs associated with the issuance of the 2015 Notes. The gross revenues of the entity secure the loan and notes. $200,000,000 City of Tampa, Florida Health System Revenue Bonds, Baycare Health System Issue, Series2016A: The proceeds from the bonds were loaned to Baycare Health Systems, Inc. to finance, refinance andreimburse the cost of the acquisition, construction, equipping and installation of certain capital improvements tohealthcare facilities and pay the costs associated with the issuance of the Series 2016A Bonds. The terms of theloan agreement call for payments of principal and interest to be made directly to the Bond Trustee by Baycare Health System, Inc. The gross revenues of the entity secure the loan. 133 CITY OF TAMPA, FLORIDA NOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 13 - CONDUIT DEBT - (Continued) $36,950,000 City of Tampa, Florida Capital Improvement Cigarette Tax Allocation Bonds (H. Lee MoffittCancer Center Project), Series 2016A: The proceeds from the bonds were loaned to H. Lee Moffitt CancerCenter and Research Institute, Inc. to pay the cost of the design, planning, acquisition, demolition, construction,renovation, expansion, improvement, and equipment of the 2016 Cancer Center Project and pay the cost associated with the issuance of the Series 2016A Bonds. The terms of the loan agreement require the debt service payments to be paid directly to the bond trustee. The cigarette tax revenue of the institute secures the loan andbonds. $70,270,000 City of Tampa, Florida Hospital Revenue Refunding Bonds (H. Lee Moffitt Cancer CenterProject), Series 2016B: The proceeds from the bonds were loaned to H. Lee Moffitt Cancer Center and ResearchInstitute, the Obligated Group (i) refinance all of the Obligated Group's obligations with respect to $105,255,000 in principal amount of Hillsborough County Industrial Development Authority Hospital Revenue Bonds (H. Lee Moffitt Cancer Center Project), Series 2007A, and (ii) pay certain costs associated with the issuance of the 2016B Bonds. The gross revenues of the Obligated Group secure the loan and bonds. $306,350,000 City of Tampa, Florida Capital Improvement Cigarette Tax Allocation Bonds (H. Lee MoffittCancer Center Project), Series 2020A: The proceeds from the bonds were loaned to H. Lee Moffitt Cancer Centerand Research Institute, Inc. to pay the costs associated with the acquisition, construction, furnishing, improvementand equipment various medical and research facilities of the Institute and the Hospital. The terms of the loan agreement require the debt service payments to be paid directly to the bond trustee. The cigarette tax revenue of the institute secures the loan and bonds. $258,430,000 City of Tampa, Florida Hospital Revenue Bonds (H. Lee Moffitt Cancer Center Project), Series2020B: The proceeds from the bonds were loaned to H. Lee Moffitt Cancer Center and Research Institute, Inc. topay the costs associated with the acquisition, construction, furnishing, improvement and equipping of variousmedical and research facilities of the Obligated Group. The gross revenues of the Obligated Group secure the loanand bonds. $81,320,000 City of Tampa, Florida Revenue and Revenue Refunding Bonds (The University of Tampa Project), Series 2020A: The proceeds from the bonds were loaned to The University of Tampa to (i) finance or refinance, including through reimbursement, the acquisition, construction, equipping and installation of educationalfacilities, including (a) a fine arts building, (b) a technology building including a 13,000 square foot enclosed bridgeto connect it to the Graduate Health and Science Building, (c) an expansion of a fitness center and (d) a six level parking facility, (ii) refund the outstanding High Educational Facilities Financing Authority Revenue and Revenue Refunding Bonds (The University of Tampa Project), Series 2012A and Series 2012C. The gross revenues of the University of Tampa secure the loan and bonds. $47,145,000 City of Tampa, Florida Taxable Revenue and Revenue Refunding Bonds (The University ofTampa Project), Series 2020B: The proceeds from the bonds were loaned to The University of Tampa to (i)finance or refinance, including through reimbursement, the acquisition, construction, equipping and installation ofeducational facilities, including (a) a fine arts building, (b) a technology building including a 13,000 square foot enclosed bridge to connect it to the Graduate Health and Science Building, (c) an expansion of a fitness center and (d) a six level parking facility, (ii) refund the outstanding High Educational Facilities Financing Authority Revenue andRevenue Refunding Bonds (The University of Tampa Project), Series 2012A and Series 2012C. The grossrevenues of the University of Tampa secure the loan and bonds. 134 B-73 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 14 - ARBITRAGE REBATE In accordance with the Tax Reform Act of 1986, any interest earnings on borrowed construction funds in excess ofthe interest costs are required to be rebated to the federal government. There are no payments due for FY2023.However, the following issues have accrued a rebate or a yield reduction liability as of September 30, 2023: Water & Wasterwater Systems Revenue Bonds, Series 2020A - Yield Reduction Liability is $50,622, and the next Internal Revenue Service (IRS) payment date is July 28, 2025. Sales Tax Refunding and Improvement Revenue Bonds, Series 2020 – Rebate Liability is $55,939, and thenext IRS payment date is October 1, 2025. The actual payments are not due until 60 days after the IRS required payment dates noted above. The liabilityamounts are subject to change due to investment activity from now until the payment dates. NOTE 15 - CONTINGENT LIABILITIES AND COMMITMENTS The City has agreed to pay one-third of the Tampa Sports Authority's property tax and any operating and maintenance shortfall as defined in certain Inter-Local Agreements subject to approval of the Tampa Sports Authority’s annual budgets by both the City and Hillsborough County governments. In prior years a total of$30,750,276 had been paid under this agreement. In 2023, the City paid $3,052,438 to cover property tax,operations and maintenance shortfalls, for a total of $33,802,715 paid through September 30, 2023. During 2023, and in prior years, the City received revenues and contributions related to grants from Federalagencies and the State of Florida. These grants are for specific purposes and are subject to review and audit by thegrantor agencies. Such audits could result in requests for reimbursement for expenditures being disallowed underthe grant terms. Based upon prior experience, the City’s management believes any requests for reimbursement, if any, will not be significant. On August 1, 2011, the City entered a 15-year agreement with Seminole Electric to sell the net electrical energyoutput generated from its McKay Bay facility. The contract will expire on July 31, 2026, unless extended by mutualagreement. There were no advance payments from Seminole Electric. Instead, payments are remitted to the City monthly upon receipt of an invoice. During 1998, the City entered into an agreement with Tampa Bay Water (TBW), a regional water supply authority, tofinance the acquisition and construction of a regional water supply system for the area. Other parties to theagreement are the cities of St. Petersburg, New Port Richey, Hillsborough, Pasco, and Pinellas counties. The system provides storage and will supply water to reduce adverse effects of excessive withdrawals. In accordance with this agreement, the City sold its Morris Bridge Well field to Tampa Bay Water for $35,431,000 of which$32,000,000 was in cash and the remaining $3,431,000 is in the form of annual credits to be amortized againstfuture water purchases from Tampa Bay Water by the City. As of September 30, 2023, the outstanding creditbalance was $778,958. Tampa Bay Water has issued debt obligations secured by its own pledged revenues. Each party to the agreement has responsibilities included in the master water supply and interlocal agreements to adopt rates sufficient to cover operating and debt service costs of TBW to the extent purchases of water from TBW aremade. During 1995 the City entered into agreements with the Tampa Sports Authority to issue Tampa Sports Authoritybonds to finance construction of the Amalie Arena previously known as St. Pete Times Forum, which are more fully described in Note 12, Long-Term Debt. 135 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 15 - CONTINGENT LIABILITIES AND COMMITMENTS - (Continued) The City has agreed to pay from non-ad valorem revenues $750,000 at a minimum and $1,000,000 at a maximumto the Sports Authority through the year 2026 for the $10,300,000 Tampa Sports Authority Special Purpose Bondsand $250,000 for the $2,815,000 Tampa Sports Authority Taxable Special Purpose Bonds. The payment to theSports Authority above varies because the amount is contingent on certain parking revenues and ticket surcharge revenues. During 2023, $1,370,665 was paid under this agreement. In 1993, State regulations required the City to place a final cover on its Old Manhattan landfill site when it stoppedaccepting waste and to perform certain maintenance and monitoring functions at the site for thirty (30) years afterclosure. The City is required by the State of Florida Administrative Code Section 62-701.630(5) to maintain an interest-bearing escrow account to finance closure and post-closure care. The City had a balance on September 30, 2023 of $890,897 in Bank of America for the closure and post-closure care. The City is in compliance with theserequirements, as an escrow account was created and approved by City Council on March 31, 1994 via ResolutionNo. 94-0540, i.e., the Landfill Management Escrow Account for the Manhattan Landfill. The resulting liability isreassessed on an annual basis, and as of the fiscal year ended September 30, 2023, the City expects to report an approximate expense of $98,467 per year for the next three (3) years. Actual cost may be higher due to inflation, changes in technology, or changes in regulations, but as of September 30, 2023, the expected post-closure costsover the next three years is $295,400. In FY2016, the City has opened a separate interest bearing account from theoperating revenues of the water utility fund to cover the remaining costs. This balance is restricted for the exclusiveuse of the closure and post-closure care and is reflected on the statements of net position government-wide statements in the column for business-type activities, and in the water utility fund in the proprietary fund statement of net position as restricted cash and landfill postclosure liability. Since the post-closure costs for the fiscal yearended September 30, 2023, were funded from the operating revenues of the water utility fund, there were nodeposits or withdrawals to the account during the year. However, the liability amount in the account was reduced by$72,700 (from $368,099 as of September 30, 2022 to $295,400 as of September 30, 2023) to reflect updated estimated annual costs and liabilities. (This space intentionally left blank.) 136 B-74 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 15 - CONTINGENT LIABILITIES AND COMMITMENTS - (Continued) Construction Commitments: As of the fiscal year ended September 30, 2023, the City had outstanding and unpaid construction contracts for the following projects: Amount Non-Ad Valorem Bond Projects $ 65,060,300 Stormwater Bond Projects 49,864,503 Grants Capital Improvement Projects 24,756,102 Local Option Gas Tax Capital Projects 12,946,638 Utilities Services Tax Capital Projects 6,781,329 Utilities Services Tax Bond Projects 5,922,884 Stormwater Capital Projects 4,427,477 Impact Fee Construction Capital Projects 4,234,298 Community Investment Tax Capital Projects 3,984,492 Community Investment Tax (CIP) Bond Projects 3,145,824 American Rescue Plan Act Capital Projects 2,964,586 Other Capital Improvement Projects 579,599 Transportation Impact Fees Capital Projects 340,128 Community Redevelopment Agency Capital Projects 168,459 Law Enforcement Trust Funds Capital Projects 41,629 Subtotal Governmental Funds 185,218,248 Wastewater Utility 252,494,212 Water Utility 166,365,044 Solid Waste 30,222,026 Fleet 21,041,296 Parking 3,021,901 Subtotal Proprietary Funds 473,144,479 Total Construction Commitments $ 658,362,727 In governmental funds, encumbrances outstanding at year end represent commitments related to unperformed contracts for goods or services. Encumbrance accounting, under which purchase orders, contracts and other commitments for the expenditure of resources are recorded to reserve that portion of the appropriations is utilized inthe governmental funds. Outstanding encumbrances for the governmental funds at fiscal year ended September30, 2023, were as follows: Amount Nonmajor Governmental $ 28,580,234 General Fund 7,374,123 Total Governmental Encumbrances $ 35,954,357 137 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 16 - RISK MANAGEMENT The City’s self-insurance programs and health insurance programs are accounted for in the General Fund. The City is a self-insured public entity and affords coverage for the risk exposures listed below: General and Automotive LiabilityProperty DamageProperty Insurance (includes various lines of insurance)Workers’ CompensationExcess Workers’ Compensation, General Liability, Police Liability, Public Officials Liability &Employment Practice LiabilityUnemployment CompensationGroup MedicalNear Site Wellness CenterGroup DentalGroup VisionEmployee Assistance ProgramFederal Flood InsuranceLife InsuranceVoluntary Benefits (Short Term Disability, Accident, Critical Illness and Universal Life Insurance)Long Term DisabilityLegal Plan Exposures are limited by insurance coverage as noted. Settled general and automotive liability and workers’ compensation claims have not exceeded the self insured statutory limits in any of the past three (3) years. General and Automotive Liability: Governmental entities in Florida have tort limits of $200,000 perperson/$300,000 per occurrence. Claims filed in jurisdictions outside of Florida (notably Federal Court) are notsubject to the $200,000/$300,000 limit. Property Damage: The City has established an account to fund the premium on the property insurance policies that cover City facilities on a blanket basis. The assigned fund balance of the insurance fund would be used to fund the damages under the insurance deductibles. The City’s buildings are covered through insurance coverage with a$100,000 deductible, with separate deductibles for wind and flood damage (mostly percentage of loss). The Cityhas had no claims under the City’s property insurance indemnity policies in the past three (3) years. Property Insurance: The City has established a property insurance program to protect its assets. The program insures all owned property and contents. Workers’ Compensation: The City is self insured for all workers’ compensation benefits as defined by state statute. The funding is provided by charges to the various departments of the City based on payroll and the workers’ compensation rates as defined in the state classification codes. The workers' compensation rates arecharged by payroll class and claims. These are reviewed annually by the Bureau of Self Insurance, Division ofWorkers’ Compensation, Department of Insurance, and State of Florida. Non-incremental claims adjustmentexpenditures are included as part of the liability for claims. The City obtained an actuarial valuation of the outstanding claims as of September 30, 2023. Excess Workers’ Compensation, General Liability, and Police Liability: The City has an excess policy ($2M/$4M) with a $500,000 self insured retention ($2M for workers' compensation) to afford excess coverage forworkers' compensation, general liability, and police liability claims. The City has a Public Official Liability Insurancepolicy with a $2M limit per occurrence and $2M general aggregate. 138 B-75 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 16 - RISK MANAGEMENT - (Continued) Unemployment Compensation: Most nonprofit organizations exempt under Section 3306(C)(8) of the Internal Revenue Code regarding the Federal Unemployment Tax Act, who employ four (4) or more workers for 20 or more weeks in a calendar year, are required to cover their employees under the Florida unemployment compensation law. A nonprofit employer may elect to reimburse the Florida Unemployment Compensation Trust Fund for thebenefits that are paid to former employees on a dollar-for-dollar basis. The City of Tampa submits an Election ofNonprofit Organization Method of Payment under the Florida Unemployment Compensation Law (UCT-28) everytwo (2) years as required by Division rules. Group Medical: The City is self insured for group medical coverage and purchases stop-loss insurance for claims on a specific claim and an aggregate claim basis. Medical coverage is available for active and retired employeesand eligible family members. Effective January 1, 2015, the City contracted with United Healthcare (UHC) for thegroup medical insurance plan. The City contributions are allocated from the different funds of the City based onemployee participation in the plan. The City obtained an actuarial valuation of the outstanding claims as of September 30, 2023. Near Site Wellness Centers: The City contracts with CareATC, Inc. to lease space at two locations and providemedical care for employees and family members covered by the health plan. One center also provides occupationalmedical care. Group Dental: The City provides dental insurance through Humana Dental with the full cost paid by the employee by payroll deduction. Employees contribute payroll deducted premiums based on the coverage that is selected. Those enrolled in the plan have access to various dental providers for services. Group Vision: The City provides vision insurance through Superior Vision with the full cost paid by the employee bypayroll deduction. Employees contribute payroll deducted premiums based on the coverage that is selected. Thoseenrolled in the plan have access to various vision providers for services. Employee Assistance Program: The City offers two free and confidential employee assistance programs to employees and their dependents for counseling and other varieties of concerns. Federal Flood Insurance: With respect to locations partially or wholly exposed to areas of frequent flooding (lessthan 100-year frequency) within Special Flood Hazard Areas (SFHA), as defined by the Federal EmergencyManagement Agency, the City has purchased National Flood Insurance covering 59 locations. The NFIP is a federalprogram created by Congress to mitigate future flood losses nationwide through sound, community-enforced building and zoning ordinances, and to provide access to affordable, federally-backed flood insurance protection for property owners. The NFIP is designed to provide an insurance alternative to disaster assistance to meet theescalating costs of repairing damage to buildings and their contents caused by floods. Life Insurance: The City purchases insurance for Group Term Life and Accidental Death & Dismemberment forfull-time employees. The amount of insurance is specified in the applicable union contract or the personnel manualfor non-union employees. Special benefits for law enforcement officers and firefighters are also included in Florida Statutes in Chapter 112.19. These benefits are funded through the City of Tampa's life and accidental death and dismemberment insurance policy with Voya Financial (Reliastar Insurance Company). Voluntary Insurance: The City provides voluntary insurance programs with the full cost paid by the employee bypayroll deduction. These include short-term disability that is designed to assist employees if they are out of work forsix (6) months or less due to a covered non-occupational injury or illness. Accident insurance which provides benefits over and above those in the medical plan, critical illness insurance covering cancer and other serious disease state, and universal life insurance. 139 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 16 - RISK MANAGEMENT - (Continued) Long Term Disability: The City purchases insurance from Cigna to fund long-term disability for all employees with a 180 day elimination period (6 months). All full-time employees automatically receive the City paid base plan that replaces 30% of income up to a maximum of $10,000 per month after six (6) months of continuous employment. Employees have the option to increase coverage to a 50% or 60% plan at their own expense. Legal Plan: As part of the voluntary insurance program, the City contracts with Legal Club of America for a grouplegal plan. Employees contribute payroll deducted premiums for access to a network of providers that offer legalservices. Litigation The City is a defendant in various litigation incidental to its routine operations. In the opinion of the City Attorney, based upon the amount of damages alleged in the various cases and facts currently known, the potential liabilitiesin these cases will not materially affect the City’s financial statements. The City has established a general liabilityaccount within the City's government-wide financial statements and has reflected its best estimates of suchliabilities. Changes in the balances of claims and judgments liabilities during the past two (2) years are as follows (in thousands): Year Ended Year Ended 9/30/2023 09/30/2022 Unpaid Claims, Beginning of Fiscal Year $ 63,442 $ 65,517 Incurred Claims (including IBNR’s): Workers' Compensation/General Liability/Auto 17,076 13,439 Health Benefits 45,181 42,791 Claim Payments (60,991)(58,305) Unpaid Claims, End of Fiscal Year $ 64,708 $ 63,442 Deepwater Horizon British Petroleum (BP) Settlement: In August, 2012, the City of Tampa entered into anagreement with the Yerrid Law Firm for the purpose of investigating the feasibility of recovering any damages that the City may have suffered because of the April 10, 2010 Deepwater Disaster and BP Oil Spill. In fiscal year 2015, the City was awarded $27,428,307 for the City's economic losses and as full and final settlement of all claimsagainst BP and others resulting from the Deepwater Horizon Oil Spill. Additional information can be found in the"Other Supplementary Information" section in this report on page 269. 140 B-76 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 17 - OTHER POST-EMPLOYMENT BENEFITS (OPEB) The City follows GASB Statement No. 75, Accounting and Financial Reporting by Employers for Post-employmentBenefits Other Than Pensions, to account for certain post-employment health care benefits provided by the City. Aseparate audited GAAP basis post-employment benefit plan report is not prepared for this defined benefit plan. Plan Description The City of Tampa's Retiree Health Care Plan (Plan) is a single-employer defined benefit postemployment healthcare plan that covers eligible retired employees of the City. The Plan, which is administered by the City, allowsemployees who retire and meet retirement eligibility requirements under one of the City's retirement plans tocontinue medical and prescription drug coverage as a participant in the City's plan. For purposes of applying Paragraph 4 under GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, the Plan does not meet the requirements for an OPEB plan administered through a trust. Employees and Retirees Covered by Benefit Terms At September 30, 2023, the following employees were covered by the benefit terms: Covered Employees Inactive Plan Members, or Beneficiaries Currently Receiving Benefits 347 Inactive Plan Members Entitled to But Not Yet Receiving Benefits - Active Plan Members 4,444 Total 4,791 Benefits Provided Section 112.0801 of the Florida Statutes states, former employees and eligible dependents who retire from the City may continue to participate in the City's health and hospitalization plan for medical and prescription coverage if theymeet the eligibility for retirement under the applicable retirement plan. The retiree is responsible for paying theentire monthly premium for health coverage and that of any covered spouse or eligible dependents. The City is selfinsured and purchases excess liability coverage to control cost and/or exposure. The City subsidizes the premium rates paid by retirees by allowing them to participate in the plans at reduced or blended group (implicitly subsidized) premium rates for both active and retired employees. These rates provide an implicit subsidy for retirees becauseon an actuarial basis, their current and future claims are expected to result in higher costs to the plan on averagethan those of active employees. Medicare eligible retirees are required to enroll in the Federal Medicare programfor their primary coverage as soon as they are eligible. Funding Policy For the post-employment health care benefits plan, contribution requirements of the City are established and maybe amended through recommendations of the insurance committee and action from the Board of Trustees. TheCity has not advance-funded, or established a funding methodology. The plan is not funded through a trust. The contributions made to the program are assumed to be the benefits paid to retirees and administrative expense. 141 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 17 - OTHER POST-EMPLOYMENT BENEFITS (OPEB) - (Continued) Total OPEB Liability The Total OPEB Liability reported as of Fiscal Year-end, September 30, 2023 is $74,299,001. Actuarial Methods and Assumptions Valuation Date September 30, 2022 Measurement Date September 30, 2023 Plan Year October 1 - September 30Inflation Rate 2.50%Salary Increase Rate(s)Varies by ServiceDiscount Rate 4.87% Initial Trend Rate 7.25% Ultimate Trend Rate 4.00%Years to Ultimate 52Mortality Table Pub-2010 Tables Mortality All mortality rates were based on the Pub-2010 mortality tables. All mortality rates are those outlined in Milliman'sJuly 1, 2021 Florida Retirement System (FRS) valuation report. Active Lives For female (non-special risk) lives, the headcount-weighted PubG-2010 female above-median income employeetable was used. For female special risk lives, the headcount-weighted PubS-2010 female employee table, setforward one year, was used. For male (non-special risk) lives, the headcount-weighted PubG-2010 male employee table, set back one year, was used. For male special risk lives, the headcount-weighted PubS-2010 employee table, set forward one year, was used. Inactive Healthy Lives For female (non-special risk) lives, the headcount-weighted PubG-2010 female healthy retiree table was used. Forfemale special risk lives, the headcount-weighted PubS-2010 female above-median healthy retiree table, set forward one year, was used. For male (non-special risk) lives, the headcount-weighted PubG-2010 male healthy retiree table, set back one year, was used. For male special risk lives, the headcount-weighted PubS-2010 male above-median income healthyretiree table, set forward one year, was used. Disabled Lives For female (non-special risk) lives, the headcount-weighted PubG-2010 female disabled retiree table, set forward 3 years, was used. For female special risk lives, an 80% headcount-weighted PubG-2010 female disabled retiree,20% headcount-weighted PubS-2010 female disabled retiree blended table was used. For male (non-special risk)lives, the headcount-weighted PubG-2010 male disabled retiree table, set forward 3 years, was used. For malespecial risk lives, an 80% headcount-weighted PubG-2010 male disabled retiree, 20% headcount-weighted PubS-2010 male disabled retiree blended table was used. 142 B-77 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 17 - OTHER POST-EMPLOYMENT BENEFITS (OPEB) - (Continued) Discount Rate Given the City’s decision not to fund the program, all future benefit payments were discounted using a high-qualitymunicipal bond rate of 4.87%. The high-quality municipal bond rate was based on the S&P Municipal Bond 20 YearHigh Grade Rate Index as published by S&P Dow Jones Indices on the measurement date. The S&P Municipal 20 Year High Grade Rate Index consists of bonds in the S&P Municipal Bond Index with a maturity of 20 years. Eligible bonds must be rated at least AA by Standard and Poor’s Ratings Services, Aa2 by Moody’s or AA by Fitch.If there are multiple ratings, the lowest rating is used. Changes in Total OPEB Liability CHANGE IN TOTAL OPEB LIABILITY Increases and(Decreases) inTotal OPEB Liability As of September 30, 2022 $ 70,312,514 Changes for the Year Service Cost 4,437,427 Interest 3,486,742 Changes in Assumptions (593,469) Benefit Payments (3,344,213) Net Changes 3,986,487 As of September 30, 2023 $ 74,299,001 Differences Between Expected and Actual Experience reflects the impact of changes to the census data from theprior valuation to the valuation as of September 30, 2023. Changes of Assumptions reflect a change in the discount rate from 4.77% for the reporting period endedSeptember 30, 2022, to 4.87% for the reporting period ended September 30, 2023. Also reflected as assumption changes are updated health care costs and premiums, updated health care cost trend rates, updated retirement, termination and disability rates, and updated mortality rates. Changes of Benefit Terms reflects the impact of new Collective Bargaining Agreements adopted for the City'sPolice and Fire Departments. Most Police and Fire pension participants are now assumed to elect coverage under the respective Trusts established by the Collective Bargaining Agreements. A group of Police and Fire retirees were allowed to elect to continue coverage under the City's Plan. Only one-third of active Police and Fire participants arenow assumed to become eligible for benefits under the City's retiree medical plan. 143 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 17 - OTHER POST-EMPLOYMENT BENEFITS (OPEB) - (Continued) Sensitivity of the Total OPEB Liability to changes in the Discount Rate The following presents the Total OPEB Liability of the City, as well as what the City's Total OPEB Liability would beif it were calculated using a discount rate that is one percentage point lower or on percentage point higher than thecurrent discount rate: Current Discount 1% Decrease Rate 1% Increase 3.87%4.87%5.87% Total OPEB Liability $ 80,523,210 $ 74,299,001 $ 68,694,056 Sensitivity of the Total OPEB Liability to changes in the Healthcare Cost Trend Rates The following presents the Total OPEB Liability of the City, as well as, what the City's Total OPEB Liability would be if it were calculated using healthcare cost trend rates that are one percentage point lower or one percentage point higher than the current healthcare cost trend rates: Healthcare Cost 1% Decrease Trend Rate 1% Increase 3.00% - 6.25% 4.00% - 7.25% 5.00% - 8.25% Total OPEB Liability $ 66,757,177 $ 74,299,001 $ 83,103,747 OPEB Expense and Deferred Outflows/Inflows of Resources Under GASB Statement No. 75 For the year ended September 30, 2023, the City of Tampa recognized OPEB Expense of $9,033,292. The City reported Deferred Outflows of Resources and Deferred Inflows of Resources related to OPEB from the followingsources: Deferred Outflow Deferred Inflows of Resources of Resources Differences Between Expected and Actual Experience $ 331,769 $ 366,252 Changes of Assumptions 12,048,167 9,990,055 Total $ 12,379,936 $ 10,356,307 144 B-78 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 17 - OTHER POST-EMPLOYMENT BENEFITS (OPEB) - (Continued) Amounts reported as Deferred Outflows of Resources and Deferred Inflows of Resources related to OPEB will be recognized in OPEB Expense as follows: Amount Year-ended September 30: 2024 $ 1,103,653 2025 1,103,658 2026 1,745,764 2027 987,335 2028 (1,538,829) Thereafter (1,377,952) Total $ 2,023,629 NOTE 18 EMPLOYEE RETIREMENT AND PENSION PLANS City of Tampa Retirement Plans The City has two pension funds -- Firefighters and Police (F&P) Officers' Pension Trust Fund and the General Employees' (GE) Pension Trust Fund. Financial information for the two (2) pension funds are prepared using theaccrual basis of accounting. The preparations of the financial statements of both plans conform to the provisions ofGASB Statements No. 67 and 68. For purposes of measuring the net pension liability, deferred outflows ofresources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the City's two pension funds - Firefighters and Police Officers' Pension Trust Fund and the General Employees' Pension Trust Fund and additions to/deductions from the fiduciary net position of each planhave been determined on the same basis as they are reported by the Plans. Benefits and refunds of both plans arerecognized using the completed transaction method. The City's plans are treated as fiduciary funds in the financialsection of the financial statements. Employer and plan member contributions are recognized in the period that contributions are due. Investments are reported at fair value. The aggregate pension expense for the year ended September 30, 2023 was $88,849,640 for the Firefighters and Police Officers' Pension Fund and $57,534,148 forthe General Employees' Pension Plan. Details on the pension expense for the City's plans are discussed further inthis note. Separate audited financial statements are issued for the Firefighters and Police Officers' Pension TrustFund. Copies of that report may be obtained from the City's Accounting Division offices at 306 East Jackson Street, Tampa, Florida. No separate audited financial statement is issued for the General Employees' Pension Trust Fund. 145 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND Firefighters and Police Officers' Pension Fund Plan Description Each qualified employee is included in a single-employer defined benefit retirement plan. The plan is a pensiontrust fund covering full-time employees and is reported herein as part of the City's reporting entity. The plan is: Tampa Firefighters & Police Officers' Pension Fund - eligible full-time sworn employees The Florida Division of Retirement reviews and approves each local government's actuarial report to ensure itsappropriateness for funding purposes. Additionally, the state collects two (2) locally authorized insurance premiumsurcharges (one for the Police Pension Plan on casualty insurance policies, and one for the Firefighter Pension Plan on certain real and personal property insurance policies within the corporate limits) which can only be distributed after the state has ascertained that the local government has met their actuarial funding requirement for the mostrecently completed fiscal year. These on-behalf payments received from the state are recognized as revenue andexpense in the general fund, and are used to reduce the City's contribution to the Police and Fire Pensions. Plan Administration The Tampa Firefighters & Police Officers' Pension Fund is administered by a nine-member Board of Trustees. Three of the members are from the City Administration other than sworn employees, three are elected membersfrom the Fire Department, and the remaining three are elected members of the Police Department. The fund is administered by an independent Board of Trustees and is accounted for by the City as a separate pension trust fund. The laws of Florida authorize the fund. The City contributes to the City Firefighters and Police Officers' Pension Fund, which covers all full-time firefightersand police officers. Plan Membership The following table summarizes the membership of the Firefighters and Police Officers' Pension Fund as of October 1, 2022: Firefightersand Police Officers' Pension Fund Active 1,456 Retirees and Beneficiaries currently receiving benefits 2,287 Inactive members entitled to but not receiving benefits 22 Total Members 3,765 146 B-79 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Benefits Provided Vesting for participants in the fund occurs at 10 years of service. Participants may begin drawing monthly pensionbenefits at the age of 46 with 10 or more years of service, or 20 years of service regardless of age. In computingservice allowance, creditable service shall include all service or employment of the member in Fire or PoliceDepartments, either continuous or interrupted, provided however, that any leave of absence without pay shall not be included. Effective October 1, 2011, credit service shall include credit for up to five (5) years of the time spent in militaryservice of the Armed Forces of the United States if the member is in the active employment of the City of Tampaimmediately prior to such service, and leaves a permanent, full-time position as a firefighter or police officer with the City of Tampa for the purpose of voluntary or involuntary service in the Armed Forces of the United States. Thefund provides both service and non-service-related disability and pre-retirement death benefits. Effective October 1,2004, the annual pension benefit was increased from 2.5% to 3.15% for each year of service times the employeesfinal average compensation (highest three of the last 10 years of service), but not less than $100 per month. The increased benefit is applicable only to plan members actively employed as firefighters or police officers on or after October 1, 2003. Deferred Retirement Option Program (DROP) Members with at least 20 years of credited service are eligible to participate in the Deferred Retirement OptionProgram (DROP) for up to five (5) years. Members entering DROP after 25 years of service are eligible to participate in the DROP for a combined total of 30 years of credited service. During the DROP period, the member accrues a benefit amount equal to what would have been the member's longevity retirement benefit had themember retired as of the date of entry into the DROP program. Annual DROP Option Election: Effective October 1, 2011, there is an additional option available for those participating in DROP. DROP participants may elect once per year in October to have interest accumulated annually, whether positive or negative, at either (1) the fund's adjusted net investment returns; or (2) a low riskvariable rate option, each as determined by the Board of Trustees on fund assets. Net returns are calculated fromthe date payment would have been made until departure from service. This accumulated amount, less the portion attributable to the employee's after tax pension contributions, may be either rolled over to a tax-qualified vehicle, paid in a lump sum, or some combination of the two based upon themember's request when the member leaves active service at the end of the DROP period. As of October 1, 2022 (the measurement date), the fair value of assets in the DROP account is $42,201,048. Thirteenth (13th) Check Program All eligible retired members and surviving spouses receive a 13th check program benefit payment. The 13th checkprogram benefit, if any, is actuarially determined and is an equal dollar amount for all eligible retirees. One half ofthat amount is the benefit to eligible surviving spouses. The 13th check benefit was funded by employee contributions from the 13th check benefit's inception in October 1998 through September 30, 2001. Employee contributions to the 13th check benefit ceased September 30, 2001, and the 13th check benefit was then funded bya portion of the investment return in excess of the actuarially assumed rate of return of the fund. 147 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Members terminating employment who are not eligible to retire are entitled to a refund of contributions they made tothe fund without interest. Post-retirement benefit increases are based on the net change in the average cost ofliving index with a maximum determined by the actuary and a minimum not below the original benefit for the fund;these benefits are paid from a post-retirement adjustment account which had the fair value of assets of $271,931 as of October 1, 2022 (the measurement date). Benefits and refunds of both plans are recognized using the completed transaction method. The City's plans aretreated as fiduciary funds in the financial section of the financial statements. Employer and plan membercontributions are recognized in the period that contributions are due. Contributions City policy and state statutes govern the City and employee contribution requirements for both funds. The City'scontribution to the Firefighters and Police Officers' Pension Fund is an actuarially determined periodic amount thatis a minimum of 134% of a portion of the employee contribution. The Employee's Contribution to the fund uses a progressive scale (full scale contribution rate or FSCR) that rangesfrom 4% to 25% of earnings, which may be discounted by the actuary. Members who have entered the DROPprogram for either fund do not make contributions during their DROP participation period. The State of Florida makes contributions from taxes on casualty insurance premiums. The State of Florida's contribution to the Firefighters and Police Officers' Pension Plan for the year ended September 30, 2023, was$10,576,096. The City recognized these on-behalf payments from the state as revenues and expenditures in thegovernmental fund financial statements. The City of Tampa Employer's contribution to the fund for the year endedSeptember 30, 2023, was $32,690,154. Total contributions including Employee's contribution to the fund for the year ended September 30, 2023, was $69,537,299. Investments The Fund's policy in regard to the allocation of invested assets is established and may be amended by the Board ofTrustees by a majority vote of its members. The objective of the policy is to seek the highest possible returnconsistent with prudent regard for risk, safety of capital, diversification, legal considerations, liquidity, and fiduciary responsibility across a broad selection of distinct asset classes. The following was the Fund's adopted asset allocation policy as of September 30, 2023: Asset Class Target Allocation Total Equities Not to exceed 65% on a cost basis International Investments Not to exceed 25% on a fair value basis Net Pension Liability The net pension liability at September 30, 2023 is based on total pension liability and plan fiduciary net positionmeasured as of September 30, 2022. 148 B-80 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Separate audited financial statements are issued for the Firefighters and Police Officers' Pension Fund Trust. Copies of that report may be obtained from the City's accounting department offices at 306 East Jackson Street,Tampa, Florida. Actuarial Assumptions Tampa Firefighters and Police Officers' Pension Fund Actual Valuation Methods Assumptions Valuation Date October 1, 2022Plan Year October 1 - September 30Experience Study Date January 30,2019Actuarial Cost Method Entry Age Normal Method Level Percent Closed Mortality RP-2000 Fully Generational Table with Blue Collar AdjustmentPayroll Growth 4.00% AnnualInflation Rate 2.75% AnnualEmployees Covered All participants as of Valuation DateAsset Valuation Method Actuarial ValueInvestment Rate of Return 8.50%Projected Salary Increases 4.00%Discount Rate 8.50% Actuarial Assumptions - (continued) Salary Scale: Age Rate Age Rate Age Rate Firefighters with less than 8 years of service 20 12.00% 30 10.00% 40 9.50% 25 11.00% 35 9.50% 45 + 9.00% Firefighters with at least 8 years of service 20 7.50% 30 7.50% 40 6.50% 25 7.50% 35 6.50% 45 + 5.00% Police Officers with less than 8 years of service 20 8.00% 30 8.00% 40 8.00% 25 8.00% 35 8.00% 45 + 7.00% Police Officers with at least 8 years of service 20 8.00% 30 6.00% 40 4.00% 25 8.00% 35 4.75% 45 + 4.00% 149 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Long-Term Expected Rate of Return The Fund's investment policy outlines the Fund's investment approach and provides direction as to how the Fund's investment manager will invest its assets. The desired investment objective is a long-term rate of return on assetsof at least 8.5%, which is anticipated to be approximately 3.5% - 5.5% greater than the anticipated rate of inflationas measured by the Consumer Price Index (CPI) - All Urban Consumers. This target rate of return for the plan isbased upon the assumption that future real returns will approximate the historical long-term rates of return experienced for each asset class held by the Fund. Best estimates of real rates of return for each major asset class included in the Fund's target allocation as of September 30, 2023. Asset Class Real Rate of Return Real Estate Investment Trusts 9.0% Master Limited Partnerships 5.0%Equities 10.5%Fixed Income 3.5% Discount Rate The discount rate used to measure the total pension liability was 8.5%. The projection of cash flows used todetermine the discount rate assumed that plan member contributions will be made at the current contribution rate and that City contributions will be made at rates equal to the actuarially determined contribution rates less the member and State contributions. Based on those assumptions, the pension plan's fiduciary net position wasprojected to be available to make all projected future benefit payments of current plan members. Therefore, thelong-term expected rate of return on pension plan investments was applied to all periods of projected benefitpayments to determine the total pension liability. (This space intentionally left blank.) 150 B-81 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Changes in the Net Pension Liability The following table shows the changes in the Net Pension Liability based on the actuarial information provided to the City of Tampa Pension Fund for Firefighters and Police Officers. GASB Statement No. 68 Disclosures for Fiscal Year Ending September 30, 2023: Increase (Decrease) PlanTotalFiduciary Net Pension Net PensionLiabilityPositionLiability (a)(b)c=(a)-(b) Balance Recognized as September 30, 2022 $ 2,842,856,047 $ 2,732,971,464 $ 109,884,583 Charges for the Year: Service Cost 37,586,004 - 37,586,004 Interest on Total Pension Liability 124,336,473 - 124,336,473 Change in Benefit Terms - - - Differences Between Expected and Actual Experience 2,384,554 - 2,384,554 Changes for Ivestment Return Allocated to DROP, PRAA, 13th Check Accounts (206,003,503) (206,003,503) - Employer Contributions - 28,053,252 (28,053,252) Employee Contributions (including service purchases) - 24,023,958 (24,023,958) State Contributions - 8,208,255 (8,208,255) Net Investment Income - (210,282,310) 210,282,310 Investment Return Allocated to DROP, PRAA and 13th Accounts - - - Benefits Payments, Including Refunds of Employee Contributions (157,419,286) (157,419,286) - Administrative Expense - (2,030,798) 2,030,798 Net Changes (199,115,758)(515,450,432) 316,334,674 Balance at September 30, 2023 $ 2,643,740,289 $ 2,217,521,032 $ 426,219,257 Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability, calculated using the discount rate of 8.5%, as well as what the Fund's net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (7.5%) or 1-percentage-point higher (9.5%) than the current rate: 1% Decrease Current Rate 1% Increase 7.5%8.5%9.5% City's Net Pension Liability $ 595,748,169 $ 426,219,257 $ 284,265,486 151 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Pension Expense Under GASB Statement No. 68 For the year ended September 30, 2022, the City recognized pension expense of $88,849,640. Deferred Outflows and Inflows of Resources The following table illustrates the Deferred Inflows and Outflows at the end of fiscal year under GASB StatementNo. 68 as of September 30, 2022: Deferred Outflows/Inflows of Resources Deferred DeferredOutflowsInflows of Resources of Resources Beginning Balance $ 59,980,580 $ 21,473,551 Difference Between Expected and Actual Experience 11,370,336 - Differences Between Projected and Actual Investment Earnings 249,375,566 249,375,566 Current Year Amortization of Change of Assumption 5,246,160 - Contributions After Measurement Date 32,690,154 - Current Year Amortization of Prior Investment Experience (71,415,508)(257,033,839) Net Change 227,266,708 (7,658,273)Total as of September 30, 2022 $ 287,247,288 $ 13,815,278 Summary of Deferred Outflows/Inflows of Resources Deferred Outflows of Resources Date Initial Outstanding Amortization Remaining Description Established Amount Balance Amount Years Investment Experience 9/30/2019 $ 19,960,118 $ 3,992,022 $ 3,992,022 1.0 Liability Experience 9/30/2020 11,224,741 2,806,186 2,806,185 1.0 Liability Experience 9/30/2021 13,948,892 6,974,447 3,487,223 2.0 Change of Assumptions 9/30/2021 10,492,322 5,246,160 2,623,081 2.0 Liability Experience 9/30/2022 2,384,554 1,589,703 794,851 2.0 Investment Experience 9/30/2022 323,998,527 259,198,822 64,799,705 4.0 Deferred Inflows of Resources Date Initial Outstanding Amortization Remaining Description Established Amount Balance Amount Years Investment Experience 9/30/2018 $ (2,346,284) $ - $ (469,256) 0.0 Liability Experience 9/30/2019 (3,541,312) - (885,328) 0.0 Investment Experience 9/30/2020 (25,478,947) (10,191,580) (5,095,789) 2.0 Investment Experience 9/30/2021 (6,039,498) (3,623,698) (1,207,900) 3.0 152 B-82 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (A) - EMPLOYEE RETIREMENT AND PENSION PLANS - FIREFIGHTERS AND POLICE OFFICERS' PENSION FUND - (Continued) Future Years' Recognition of Deferred Outflows/Inflows Year Ended September 30,Amount 2024 $ 72,199,379 2025 65,401,169 2026 63,591,807 2027 64,799,707 Total $ 265,992,062 Note: The $32,690,154 reported as Deferred Outflows of Resources resulting from the City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended September 30, 2024 and is not reflected in the above three charts. NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUSTFUND General Employees' Pension Trust Fund Summary of Significant Accounting Policies Preserving the General Employees' Retirement Fund is a major objective of the City of Tampa. The City funds adefined benefit pension plan for its employees. They are treated as fiduciary funds in the financial sections. It is thegoal to invest all funds in a manner that provides the highest investment return using authorized instruments whilemeeting the City's acceptable risk level. The primary objectives, in priority order, in investment activities shall be safety, liquidity, and yield. Method used to value investments: Investments are reported at fair value. All deposits are in various financialinstitutions and are carried at cost. Plan Description Each qualified employee is included in one of two separate single-employer defined benefit retirement plans. Bothplans are pension trust funds covering full-time employees and are reported herein as part of the City's reportingentity. The two plans are: General Employees' Pension Plan Division A - eligible full-time non-sworn employees hired prior to October1, 1981, (no social security component) and is currently closed to new enrollees. General Employees' Pension Plan Division B - eligible full-time non-sworn employees hired on and after October 1, 1981, has a social security component and is open. The Florida Constitution requires local governments to make the actuarially determined contributions to theirDefined Benefit Plans. The Florida Division of Retirement reviews and approves each local government's actuarialreport to ensure its appropriateness for funding purposes. 153 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) The City contributes to the City of Tampa General Employees' Retirement Fund, on behalf of all full-time non-swornCity employees and former employees of the City, whose current governmental employers make contributions forthose employees. The Fund is administered by an independent Board of Trustees and is accounted for as aseparate pension trust fund. The laws of Florida authorize the fund. During fiscal 1981, the fund was amended to provide social security coverage for all future employees of the City. The fund was divided into partial City pension with social security and full City pension with no social security. Allemployees hired on or after October 1, 1981, are automatically covered by social security and partial City pension. The Fund does not issue a stand-alone financial report and is included within the City's Annual Comprehensive Financial Report. Plan Administration The General Employees' Retirement Fund combines the benefits of Division A and B. The plan is administered by aseven-member Board of Trustees. Three of the members are appointed by the Mayor, three of the members are tobe employees participating in the fund and elected by members of the fund, and the remaining member is the City of Tampa Chief Financial Officer. Plan Membership The following table summarizes the membership of the General Employees' Retirement Fund as of October 1, 2022 the latest measurement date: General Employees'Retirement Fund Active 2,601 Retirees and Beneficiaries currently receiving Benefits 2,412 Inactive members entitled to but not receiving Benefits 621 Total Members 5,634 Benefits Provided For employees hired before October 1, 1981 who contribute to the fund, vesting occurs at six or more years ofservice, and benefits are distributed at age 55. Benefit amounts are calculated based on the highest three years ofsalary within the last six years of employment. The member will receive a benefit amount equal to 2.0% of thataverage salary for each of the first 15 years of service and 2.5% for each remaining year. A maximum of 30 years of service is recognized. For employees hired on or after October 1, 1981 who contribute to social security, vesting occurs with six or more years of service (eight for elected officials), and benefits are distributed at age 62. Themonthly pension is equal to 1.2% of the employee's average monthly compensation times years of service. Earlyretirement is permitted for those hired on or after October 1, 1981, who have at least six (6) years of service, andhave reached age 55. The accrued normal benefit is reduced 5/12% for each month by which the early retirement precedes normal retirement. Pre and post-retirement death benefits are also provided. 154 B-83 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Deferred Retirement Option Program (DROP) Members with six or more years of credited service who have reached age 55 are eligible to participate in the Deferred Retirement Option Program (DROP) for up to seven years. During the DROP period the member makesno further contribution to the fund and accrues a benefit amount equal to what could have been the member'sretirement benefit had the member retired as of the date of entry into the DROP program. Interest andadministrative costs accumulate annually, whether positive or negative, during the DROP calculation period, less the cost of managing the DROP, all of which shall be determined by the Board of Trustees. Annual DROP Option Election: Effective October 1, 2011, an additional option is available. A DROP participant hasthe opportunity to elect an investment option to be applied to their DROP account for the plan year entering theDROP, and for each subsequent plan year. DROP participants may elect once per year in October to have interest accumulate annually, whether positive or negative, at either (1) the fund's adjusted net investment returns; or (2) a low risk variable rate option, each as determined by the Board of Trustees on fund assets. The accumulatedamount is paid in a lump sum when the member leaves active service or at the end of the DROP period. COLA: Both DROP benefits and post-retirement benefits receive Cost of Living Adjustments (COLA) annually;employees hired before October 1, 1981, receive 2.2% and employees hired on or after October 1, 1981, receive1.2%. The City offers a DROP to all employees who meet retirement eligibility. According to the GASB 67 Statement, as of September 30, 2023, the balance in the DROP account is $12,657,417. Contributions The City's annual contribution to the pension trust is determined through the budgetary process and with reference to actuarially determined contributions. The Board establishes rates based on actuarially determined rate recommended by an independent actuary. The actuarially determined rate is the estimated amount necessary tofinance the costs of benefits earned by plan members during the year, with an additional amount to finance anyunfunded accrued liability. The contribution is designed to accumulate sufficient assets to pay benefits when due. City contributions to the fund for the fiscal year ended September 30, 2023 was $27,458,132. Total contributions earned (City and Employee) were $27,474,106. (This space intentionally left blank.) 155 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Plan Investments (Pension Plan Reporting) It is the goal to invest all funds in a manner that provides the highest investment return using authorized instruments while meeting the City's acceptable risk level. The primary objectives in priority order for investments activities shallbe safety, liquidity and yield. Investments for all plans are reported at fair value and are managed by third partyinvestment managers. All deposits are in various financial institutions and are carried at cost. In accordance withGASB Statement No. 72, investments are categorized to the fair value hierarchy levels established by the statement. Performance reporting, manager fees and the City's asset valuation are based on the custodian's determination of value. The General Employees' Pension Trust Fund does not participate in securities lendingarrangements. Target Asset Class Allocation Total Core Bonds 12 %Multi-Sector 6.5 Liquid Absolute Return 6.5 U.S. Large Cap Equity 19 U.S. Small Cap Equity 10 International Developed Equity 15 International Emerging Markets Equity 6 Private Equity 10 Core Real Estate 10 Opportunistic Real Estate 5 Total 100 % Rate of Return (Pension Plan Reporting) For the year ended September 30, 2023, the annual gross money-weighted rate of return on pension planinvestments was 12.05%. The net money-weighted rate of return, net of pension plan investment expense, was11.58%. The money-weighted rate of return expresses investment performance, net of investment expense, adjusted for the changing amounts actually invested. Receivables (Pension Plan Reporting) The pension plan does not have receivables from long-term contracts with the City for contributions. Allocated Insurance Contracts (Pension Plan Reporting) The pension plan has not allocated insurance contracts that are excluded from pension plan assets. Reserves (Pension Plan Reporting) The pension plan has no reserves that are required to be disclosed under paragraph 30e of GASB Statement No.67. 156 B-84 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Net Pension Liability (Pension Plan Reporting) The components of the net pension liability under GASB Statement No. 67 of the City as of September 30, 2023. Amount Total Pension Liability $ 952,322,514 Plan Fiduciary Net Position (745,146,853) City's Net Pension Liability $ 207,175,661 Percentage Plan Fiduciary Net Position as a Percentage of the Total Pension Liability 78.25% Actuarial Methods and Assumptions (Pension Plan Reporting) General Employee's Pension Trust Fund Actual Valuation Methods and Assumptions Valuation Date September 30, 2022Measurement Date September 30, 2023Plan Year October 1 - September 30 Experience Study As of September 10, 2018 for the period October 1, 2015 - September 30, 2017Actuarial Cost Method Entry Age Normal with Frozen Initial LiabilityMethodPercentageMortalityRP-2000 Fully Generational Scale BBPayroll Growth 2.0% annualEmployees Covered All participants as of valuation dateInvestment Rate of Return 7.25%Asset Valuation Method 5-year smooth without phase in Assumed Investment Rate of Return 7.25% Projected Salary Increases 4.00%Employer Contribution Before the End of Each Quarter of Fiscal YearInflation2.75%Cost of Living Adjustments - Division A 2.20% effective January 1Cost of Living Adjustments - Division B 1.20% effective January 1Salary Scale Graded Table (10% - 2%)Discount Rate 7.25% Concentrations (Pension Plan Reporting) The Plan's investment policy contains limitations on the amount that can be invested in any one issuer as well as maximum portfolio allocation percentages. There were no individual investments that represent more than 5% ormore on the plan's fiduciary net position or total investments at September 30, 2023. 157 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Long-Term Expected Rate of Return (Pension Plan Reporting) The Long-Term Expected Rate of Return on Pension Plan Investments can be determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension planinvestments expenses and inflation) are developed for each major asset class. For 2023 the inflation rate assumption of the investment advisor was 2.75%. These ranges are combined to produce the Long-Term Expected Rate of Return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of arithmetic real rate of return for each major asset class included in the Pension Plan's targetasset allocation as of September 30, 2023, are summarized in the following table: Long-Term Long-Term Arithmetic Arithmetic Average Average Nominal Real Asset Class Return Return Core Bonds 5.31%2.56%Multi-Sector 6.25%3.5% Liquid Absolute Return 6.00%3.25% U.S. Large Cap Equity 9.90%7.15%U.S. Small Cap Equity 11.33%8.58%International Developed Equity 10.78%8.03%Emerging Market Equity 12.04%9.29%Private Equity 13.26%10.51%Core Real Estate 9.24%6.49%Opportunistic Real Estate 12.24%9.49% Discount Rate (Pension Plan Reporting) The discount rate used to measure the total pension liability was 7.25% percent. The projection of cash flows usedto determine the discount rate assumed that plan member contributions will be made at the current contribution rateand that the City contributions will be made at rates equal to the difference between actuarially determinedcontribution rates and the member rates. Based on those assumptions, the Pension Plan's Fiduciary Net Position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the Long-Term Expected Rate of Return on pension plan investments was applied to all periods of projected benefitpayments to determine the Total Pension Liability. 158 B-85 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Changes in the Net Pension Liability (Pension Plan Reporting) The following table shows the changes in the Net Pension Liability. GASB Statement No. 67 Disclosures for Fiscal Year Ending September 30, 2023, measurement date September30, 2023: Increase (Decrease) Plan Total Fiduciary NetPensionNetPension Liability Position Liability(a)(b)c=(a)-(b) Balance as of October 1, 2022 $ 924,166,883 $ 695,720,510 $ 228,446,373 Change for the year: Service Cost 12,409,803 - 12,409,803 Interest on Total Pension Liability 65,931,626 - 65,931,626 Difference Between Expected and Actual Experience 4,164,110 - 4,164,110 Changes of Assumptions - - - Employer Contributions - 27,458,133 (27,458,133) Employee Contributions - 15,973 (15,973) Net Investment Income - 77,693,606 (77,693,606) Benefit Payments (54,349,907) (54,349,907) - Administrative Expense - (1,391,461) 1,391,461 Net Changes 28,155,632 49,426,344 (21,270,712) Balance as of September 30, 2023, $ 952,322,515 $ 745,146,854 $ 207,175,661 Sensitivity of the Net Pension Liability to Changes in the Discount Rate (Pension Plan Reporting) The following table illustrates the net pension liability of the General Employees' Pension Plan, calculated using thediscount rate of 7.25 percent, as well as what the City's net pension liability would be if it were calculated using adiscount rate that is 1-percentage point lower (6.25 percent) or 1-percentage point higher (8.25 percent) than thecurrent rate: 1% Decrease Current Rate 1% Increase 6.25%7.25%8.25% City's Net Pension Liability $ 313,522,009 $ 207,175,661 $ 117,687,370 159 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Net Pension Liability (Employer Reporting) The net pension liability of the retirement system recorded in the City's Financial Statements for the General Employees' Pension Trust Fund as of September 30, 2023 is based on an actuarial valuation and measurement date of September 30, 2022. The following table illustrates the Net Pension Liability under GASB Statement No. 68, which is effective forSeptember 30, 2023. Fiscal Year Ending September 30,2023 Total Pension Liability $ 924,166,883 Plan Fiduciary Net Position (695,720,510) City's Net Pension Liability $ 228,446,373 Plan Fiduciary Net Position as a Percentage of the Total Pension Liability 75.28% The actuarial assumptions, long-term expected rate of return on pension plan investments, and the discount rateused to measure the total pension liability are the same as those used for the pension plan reporting discussedwithin Note 18. Changes in the Net Pension Liability (Employer Reporting) Shown below are details regarding the Total Pension Liability, Plan Fiduciary Net Position, and Net Pension Liabilityfor the Measurement Period for the year ended September 30, 2023: The total pension liability was rolled-forwardfrom the valuation date to the measurement date September 30, 2022 (This space intentionally left blank.) 160 B-86 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Increase (Decrease) PlanTotalFiduciary Net Pension Net PensionLiabilityPositionLiability (a)(b)c=(a)-(b) Balance Recognized at September 30, 2021 $ 890,342,287 $ 860,399,903 $ 29,942,384 Change for the year: Service Cost 10,629,509 - 10,629,509 Interest on Total Pension Liability 65,495,575 - 65,495,575 Differences Between Expected and Actual Experience (10,190,286) - (10,190,286) Changes of Assumptions 23,284,717 - 23,284,717 Employer Contributions - 22,945,222 (22,945,222) Employee Contributions - 17,730 (17,730) Net Investment Income - (129,025,345) 129,025,345 Benefit Payments (55,394,920) (55,394,920) - Administrative Expense - (3,222,081) 3,222,081 Net Changes 33,824,595 (164,679,394) 198,503,989 Balance as of September 30, 2022, $ 924,166,882 $ 695,720,509 $ 228,446,373 Sensitivity of the Net Pension Liability to Changes in the Discount Rate (Employer Reporting) The following table illustrates the net pension liability of the City of Tampa, calculated using the discount rate of 7.25percent, as well as what the City's net pension liability would be if it were calculated using a discount rate that is1-percentage point lower (6.25%) or 1-percentage point higher (8.25%) than the current rate: 1% Decrease Current Rate 1% Increase6.25%7.25%8.25% City's Net Pension Liability $ 332,432,251 $ 228,446,373 $ 140,934,428 Pension Expense and Deferred Outflows/Inflows of Resources Under GASB Statement No. 68 For the period ending September 30, 2023, the City recognized pension expense of $57,534,148. On September30, 2023, the City reported Deferred Outflows of Resources and Deferred Inflows of Resources related to pensions from the following sources: 161 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Deferred Deferred Outflows Inflows of Resources of Resources Beginning Balance $ 69,133,921 $ 95,056,816 Difference Between Expected and Actual Experience 3,039,286 (7,874,574) Change in Assumptions 27,749,045 - Diffrence Between Projected and Actual Investment Earnings 92,144,308 - Current Year Amortization of Prior Investment Experience (3,104,915)(13,278,663)Employer Contributions Subsequent to Measurement Date 27,445,088 - Net Change 147,272,812 (21,153,237) Total as of September 30, 2022 $ 216,406,733 $ 73,903,579 Note: The outcome of the Deferred Outflows of resources related to pensions resulting from Employer contributionssubsequent to the measurement date will be recognized as a reduction of the Net Pension Liability in the yearended September 30, 2024. Amortization of Deferred Outflows/Inflows Deferred Outflows Date Initial Outstanding Amortization Remaining Description Established Amount Balance Amount Years Investment Experience 9/30/2018 $ 87,973,251 $ 4,398,663 $ 17,594,650 0.25Change of Assumptions 9/30/2018 9,771,436 488,573 1,954,287 0.25 Liability Experience 9/30/2019 109,985 6,875 27,496 0.25Liability Experience 9/30/2020 7,053,835 1,763,458 1,763,459 1.00 Change of Assumptions 9/30/2020 12,828,191 3,207,047 3,207,048 1.00 Liability Experience 9/30/2021 2,537,907 1,268,953 634,477 2.00 Change of Assumptions 9/30/2021 13,179,775 6,589,887 3,294,944 2.00 Investment Experience 9/30/2022 192,218,312 153,774,650 38,443,662 4.00 Change of Assumptions 9/30/2022 23,284,717 17,463,538 5,821,179 3.00 In the table displaying the change in deferred outflow balances on the preceding page, a deferred inflow has been netted against a deferred outflow in the line displaying the change in experience. In the above table displaying the amortization of the individual components of deferred outflows, this deferred outflow for the change in experience ispresented gross. 162 B-87 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (B) - EMPLOYEE RETIREMENT AND PENSION PLANS - GENERAL EMPLOYEES' PENSION TRUST FUND - (Continued) Deferred Inflows Date Initial Outstanding Amortization Remaining Description Established Amount Balance Amount Years Investment Experience 9/30/2017 $ (58,975,180) $ - $ (2,948,759) 0.00 Liability Experience 9/30/2018 (4,637,161)(231,860)(927,432) 0.25 Investment Experience 9/30/2019 (21,840,624) (5,460,155) (4,368,125) 1.25 Investment Experience 9/30/2020 (5,430,270) (2,172,108) (1,086,054) 2.00 Investment Experience 9/30/2021 (97,327,904) (58,396,742) (19,465,581) 3.00 Investment Experience 9/30/2022 (10,190,286) (7,642,714) (2,547,572) 3.00 Amounts recognized in the deferred outflows of resources and deferred inflows of resources related to the pensions in future years to be recognized in pension expense as follows: Year Ended September 30, Amount 2024 $ 30,359,686 2025 24,003,023 2026 22,251,692 2027 38,443,664 Total $ 115,058,065 Note: The charts above do not reflect the employer after measurement contribution amount of $27,445,088. (This space intentionally left blank.) 163 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (C) - EMPLOYEE RETIREMENT AND PENSION PLANS - COMBINING STATEMENT OF FIDUCIARY NET POSITION COMBINING STATEMENT OF FIDUCIARY NET POSITION PENSION TRUST FUNDS SEPTEMBER 30, 2023 Firefighters General Total and Employees'PensionPolice Officers' Retirement Trust Pension Fund Fund FundsASSETS Cash $ 69,322,872 $ 724,100 $ 70,046,972 Investments, at Fair Value: Debt and Other Interest Bearing Investments 517,607,940 161,784,503 679,392,443 Equities 1,919,588,702 486,755,761 2,406,344,463 Real Estate Investments - 96,613,085 96,613,085 Total Cash and Investments 2,506,519,514 745,877,449 3,252,396,963 Accounts Receivable, Net 13,805,552 126,163 13,931,715 Interest and Dividends Receivable 3,695,278 23,606 3,718,884 Capital Assets: Land 100,000 - 100,000 Buildings and Improvements 1,041,744 - 1,041,744 Intangible Assets-Software 4,505,629 - 4,505,629 Less Accumulated Depreciation (1,202,757) - (1,202,757) Total Capital Assets 4,444,616 - 4,444,616 TOTAL ASSETS 2,528,464,960 746,027,218 3,274,492,178 LIABILITIES Accounts Payable 18,983,180 880,364 19,863,544 TOTAL LIABILITIES 18,983,180 880,364 19,863,544 NET POSITIONHeld in Trust for Pension Benefits Net Position Restricted for Pensions $ 2,509,481,780 $ 745,146,854 $ 3,254,628,634 164 B-88 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (C) - EMPLOYEE RETIREMENT AND PENSION PLANS - COMBINING STATEMENT OF FIDUCIARY NET POSITION - (Continued) COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITION PENSION TRUST FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Firefighters General TotalandEmployees'Pension Police Officers' Retirement Trust Pension Fund Fund Funds ADDITIONS Contributions: Employer $ 32,690,154 $ 27,458,132 $ 60,148,286 Employees 26,271,049 15,974 26,287,023 State 10,576,096 - 10,576,096 Total Contributions 69,537,299 27,474,106 97,011,405 Investment Earnings: Interest and Dividends 49,180,718 12,944,004 62,124,722 Net Increase (Decrease) in the Fair Value of Investments 324,274,142 67,654,763 391,928,905 Total Investment Earnings (Loss) 373,454,860 80,598,767 454,053,627 Less Investment Expenses (6,050,097)(2,837,785)(8,887,882) Net Investment Earnings (Loss) 367,404,763 77,760,982 445,165,745 Total Additions (Subtractions), Net 436,942,062 105,235,088 542,177,150 DEDUCTIONS Pension Benefits 141,917,338 54,349,907 196,267,245 Administrative Expenses 3,063,976 1,458,836 4,522,812 Total Deductions 144,981,314 55,808,743 200,790,057 Change in Net Position 291,960,748 49,426,345 341,387,093 NET POSITION - OCTOBER 1 2,217,521,032 695,720,509 2,913,241,541 NET POSITION - SEPTEMBER 30 $ 2,509,481,780 $ 745,146,854 $ 3,254,628,634 Aggregate Pension Plans: Net Pension Pension Deferred DeferredLiabilityExpenseOutflowsInflows Firefighters & Police Officers Pension Plan $ 426,219,257 $ 88,849,640 $ 287,247,288 $ (13,815,278)GE Retirement Fund Pension Plan 228,446,373 57,534,148 216,406,733 (73,903,579) Total $ 654,665,630 $ 146,383,788 $ 503,654,021 $ (87,718,857) 165 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 18 (D) - EMPLOYEE RETIREMENT AND PENSION PLANS - DEFERRED COMPENSATION Deferred Compensation The City offers its employees two (2) deferred compensation plans created in accordance with Internal Revenue Code Section 457. The plans are offered to permanent employees. The plans permit employees to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination,retirement, death, or unforeseen non-reimbursed emergencies. It is the opinion of the City's legal counsel that theCity has no liability for losses under the plans, but does have the duty of due care that would be required of anordinary prudent investor in overall program oversight. Since the City has no control over these assets, other than periodically testing the market to retain or replace the 457 third-party administrator, these assets are not reflected in the City's financial statements. NOTE 19 - POLLUTION REMEDIATION OBLIGATIONS In accordance with GASB Statement No. 49, Accounting and Financial Reporting for Pollution Remediation, the following provides a general description of the nature of pollution remediation activities. The Solid Waste and Wastewater Departments are involved with cleanups of underground storage tanks and othermaterials at various locations. The City of Tampa Risk Management Office has several structured insurance programs related to possible pollution exposure: A formal self insurance program pursuant to the authority granted by Florida Statute; the City's selfinsurance program operates within the limits of sovereign immunity. A Pollution Legal Liability Insurance policywhich provides coverage for pollution exposure and related clean-up costs; and a Storage Tank Third Party LiabilityInsurance policy providing coverage for third-party bodily injury and property damage due to a storage tank release. In addition, this policy provides coverage for related cleanup and defense costs. By implementing several insurance programs, the City is transferring these potential exposures to a limit of liability in a formal insurance program. The City has not recognized a liability for a pollution remediation obligation because the City is either not compelledto take action in the items described above, the work was completed before year-end, or a liability is not reasonably estimable. NOTE 20 - RELATED PARTIES The City of Tampa Mayor and Council members sit on a variety of Boards within the City, including the Aviation Authority, the Port Authority, the Regional Transit Authority, the Sports Authority, the Housing Authority, the Metropolitan Planning Organization, the Aquarium, the Zoo, the Museum, and more. To some extent, each of theseagencies and affiliations are engaged with the City either paying for services or receiving payments for support. TheMayor and Council members do not make up a majority on these Boards and Committees and the City is notfinancially responsible for them, however, they are in a position to influence the Boards and Committees upon which they sit. The City does not offer favorable terms for the provision of services to any of these entities and considers all transactions to be made at arm’s length. 166 B-89 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 21 - TAX ABATEMENTS The City provides tax abatements through two (2) programs, the Ad Valorem Property Tax Exemption Program and the Qualified Target Industry (QTI) Program. A tax abatement is defined as a reduction in tax revenues resultingfrom an agreement where the government forgoes tax revenues and the qualified program participant promises totake a specific action after the agreement is executed that contributes to economic development or otherwisebenefits the City or its residents. Ad Valorem Property Tax Exemption Program. In accordance with City Ordinance 2011-57, the Ad Valorem Property Tax Exemption Program exempts 50% of certain new Ad Valorem property taxes of qualified businessesthat make capital investments and tangible personal property as well as bring new higher paying jobs to the City. Each tax exemption agreement must be approved by the City Council for it to take effect. The City makes taxabatement payments after determining that program requirements are met. If a participant does not comply with all requirements, partial benefits are not permitted. Because property taxes are abated after compliance requirements have been met, there is no provision for recovering previously abated real property taxes. However, abated tangiblepersonal property taxes may be recovered after the fact. No property tax abatements took place during fiscal year2023. Qualified Target Industry Program. The State of Florida's QTI Program is authorized by Section 288.106, Florida Statutes. Under the QTI Program, an applicant must create a certain number of jobs and have average wages of at least 115% of the City's (or State's) average wage rates during the years covered by its commitment. The City, andother local governments such as Hillsborough County, provide a total local government match of 20% of the total taxrefunds organized by the Florida Department of Economic Opportunity in exchange for the program participantrelocating to or expanding headquarters operations within the City. There is an application process under which the City must approve the applicant prior to agreeing to make the match payment to the State of Florida. If approved, the City issues a Resolution documenting its approval. The City sends the match payment to the State of Floridaonly if the State determines that the participant met program requirements. If approved, the amount is given to theparticipant, but only up to the amount of state and/or local government taxes actually paid by the participant. Because QTI payments are paid after compliance requirements have been met, there is no provision for recovering previously made payments. If the participant complied with program requirements only partially, prorated benefits are permitted under certain conditions. The following chart shows each of the City's QTI match payments for 2023. City QTI Jobs Jobs Payments Required Actual Baker McKenzie $ 38,475 205 180 CAE USA, Inc. 28,125 100 127 Sparxoo 28,125 75 106 AxoGen Corporation 13,750 70 73 Total Quality Logistics, LLC 13,500 80 195 Publix 1105 E Twiggs 10,625 85 108 Ball Metal Beverage Container Corporation 5,750 23 47 Avalon Health Services, LLC 3,500 34 99 Total 8 payments $ 141,850 672 935 167 CITY OF TAMPA, FLORIDANOTES TO THE FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 22 - SUBSEQUENT EVENTS Special Assessment Revenue Bonds (Central and Lower Basin Stormwater Improvements), Series 2023:On November 16, 2023, the City closed on its sale of Special Assessment Revenue Bonds (Central and LowerBasin Stormwater Improvements), Series 2023 of $34,935,000 plus an original issue premium of $1,222,358 andless an Underwriters’ discount of $136,232. The issuance was underwritten by Jefferies LLC and Citigroup Global Markets Inc. The proceeds will be used to fund capital projects within the limits of Central and Lower Basin Improvement Area (CLBIA). The bonds were issued with stated interest rates of 5.00%-5.25%, yielding3.82%-4.96%. The final bond of the series matures on May 1, 2046. DuBOISE v. CITY OF TAMPA ET ALOn February 15, 2024, the City entered into an agreement to settle pending litigation in the case of DuBoise v. City of Tampa Et AL. The City has agreed to settle this litigation for a total sum of fourteen million dollars ($14,000,000), to be paid out in three installments with the first installment of nine million dollars ($9,000,000) to be paid in 2024. The FY2023 estimated claims liability includes the original estimate for this case and is reported in thegovernment-wide financial statements. The remaining subsequent installments will be paid in FY2025 and FY2026. (This space intentionally left blank.) 168 B-90 Required Supplementary Information (RSI) The RSI subsection contains supporting information to the Basic Financial Statements. This section contains the following schedules: Schedule of Changes in Other Post- Employment Benefits (OPEB) Liability and Related Ratios Schedule of Investment Returns - General Employees' Pension Plan Schedules of Changes in Net Position Liability and Related Ratios Schedules of Contributions 169 (This page intentionally left blank.) 170 B-91 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (Unaudited)SCHEDULE OF CHANGES IN OTHER POST-EMPLOYMENTBENEFITS (OPEB) LIABILITY AND RELATED RATIOSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 202320222021202020192018Total Other Post-Employment Benefits (OPEB) LiabilityService Cost $ 4,437,427 $ 5,533,592 $ 5,534,058 $ 6,880,797 $ 5,836,433 $ 6,154,807 Interest 3,486,742 1,935,307 1,649,484 4,030,421 4,127,662 3,543,356 Differences Between Expected and Actual Experience - (488,336) - 663,537 - - Changes of Assumptions(593,469) (9,348,367) (1,880,442) 19,545,780 6,067,415 (5,136,884)Benefit Payments(3,344,213) (2,839,633) (2,641,519) (3,365,666) (3,116,357) (2,572,462)Changes of Benefit Terms - - (62,265,334) - - - Net Change in Total OPEB Liability 3,986,487 (5,207,437)(59,603,753) 27,754,869 12,915,153 1,988,817 Total OPEB Liability - Beginning, Oct. 1st 70,312,514 75,519,951 135,123,704 107,368,835 94,453,682 36,682,257 Total Other Post-Employment Benefits (OPEB) Liability - Beginning, Restatement per GASB Statement No. 75 - - - - - 55,782,608 Total Other Post-Employment Benefits (OPEB) Liability - Ending, September 30, $ 74,299,001 $ 70,312,514 $ 75,519,951 $ 135,123,704 $ 107,368,835 $ 94,453,682 Covered Employee Payroll $ 441,414,696 $ 383,499,139 $ 367,622,028 $ 347,183,539 $ 309,403,916 $ 300,113,453 Total Other Post-Employment Benefits (OPEB) Liability as a percentage of covered-employee payroll16.83%18.33%20.54%38.92%34.70%31.47%Discount Rate used4.87%4.77%2.43%2.14%3.58%4.18%Note to Schedule:There are no assets accumulated in a trust that meets the criteria of GASB codification P22.101 or P52.101 to pay related benefits for the pension/OPEB plan.Information for the fiscal years prior to 2018 is not available.Changes of Benefit Terms reflects the impact of new Collective Bargaining Agreements adopted for the City’s Police and Fire Departments. Most Police and Fire pensionplan participants are now assumed to elect coverage under the respective Trusts established by the Collective Bargaining Agreements. A group of Police and Fire retireeswere allowed to elect to continue coverage under the City’s Plan. Only one-third of active Police and Fire participants are now assumed to become eligible for benefits underthe City’s retiree medical plan.171 (This page intentionally left blank.) 172B-92 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (Unaudited)SCHEDULE OF INVESTMENT RETURNSFOR THE FISCAL YEARS ENDED SEPTEMBER 30,General Employees' Pension Plan2023 2022 2021 2020 2019 2018 2017 2016 2015Annual Money-Weight Rate of Return,Net of Investment Expense11.6% (15.6)% 23.0% 7.4% 1.9% 6.6% 13.8% 9.3% (2.1)%Note: Information for the fiscal years prior to 2015 is not available.173 (This page intentionally left blank.) 174B-93 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (Unaudited)SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOSFIREFIGHTERS AND POLICE OFFICERS' PENSION TRUST FUNDGASB STATEMENT NO. 68 DISCLOSURES FOR FISCAL YEAR ENDING SEPTEMBER 30, 2023 2022 2021 2020 2019 2018 2017 2016 2015Total Pension LiabilityService Cost $ 37,586,003 $ 36,038,790 $ 34,513,035 $ 30,222,053 $ 28,831,961 $ 27,993,251 $ 25,998,167 $ 24,706,537 $ 24,066,259 Interest 124,336,473 118,171,565 112,206,259 106,732,164 101,781,879 97,949,392 92,572,938 89,282,283 86,643,406 Benefit Payments Including Refunds of Members Contributions (157,419,286) (156,637,999) (134,283,513) (138,981,195) (130,709,292) (121,911,148) (124,907,109) (125,717,183) (109,130,009)Difference Between Expected and Actual Experience 2,384,554 13,948,892 11,224,741 (3,541,312) 10,641,138 33,300,652 (2,302,834) (10,347,404) - Changes of Assumptions - 10,492,322 - - 2,549,451 5,696,271 - - - Investment Return Allocated to DROP, PRAA and 13thAccounts(206,003,503) 344,771,687 207,791,588 1,535,202 120,961,999 153,524,729 3,143,898 (43,228,078) 130,932,534 Net Change In Total Pension Liability(199,115,759) 366,785,257 231,452,110 (4,033,088) 134,057,136 196,553,147 (5,494,940)(65,303,845) 132,512,190 Total Pension Liability - Beginning 2,842,856,048 2,476,070,791 2,244,618,681 2,248,651,769 2,114,594,633 1,918,041,486 1,923,536,426 1,988,840,271 1,856,328,081 Total Pension Liability - Ending (a) 2,643,740,289 2,842,856,048 2,476,070,791 2,244,618,681 2,248,651,769 2,114,594,633 1,918,041,486 1,923,536,426 1,988,840,271 Plan Fiduciary Net PositionContributions - Employer 28,053,252 24,971,343 17,817,421 16,182,001 15,868,243 21,212,687 18,953,931 17,077,283 17,180,351 Contributions - Member 24,023,958 20,635,567 7,381,021 13,105,547 12,878,408 16,964,687 15,076,610 14,044,143 14,069,404 Contributions - State 8,208,255 7,778,059 14,528,075 7,008,388 6,760,704 6,442,998 6,483,330 6,484,726 6,392,430 Net Investment Income(210,282,310) 113,652,770 126,415,632 78,719,637 97,023,169 113,626,613 213,460,487 (48,964,256) 78,763,861 Investment Return Allocated to DROP, PRAA, and 13thAccounts(206,003,503) 344,771,687 207,791,588 1,535,202 120,961,999 153,524,729 3,143,898 (43,228,078) 130,932,532 Benefit Payments Including Refunds of Members Contributions (157,419,286) (156,637,999) (134,283,513) (138,981,195) (130,709,292) (121,911,148) (124,907,109) (125,717,183) (109,130,009)Administrative Expense(2,030,798) (2,152,821) (2,365,832) (2,261,615) (1,708,533) (1,756,750) (1,558,384) (1,646,137) (1,372,155)Other - - - - - - - (409,150) 15,363 Net Change in Plan Fiduciary Net Position(515,450,432) 353,018,606 237,284,392 (24,692,035) 121,074,698 188,103,816 130,652,763 (182,358,652) 136,851,777 Plan Fiduciary Net Position - Beginning 2,732,971,464 2,379,952,858 2,142,668,466 2,167,360,501 2,046,285,803 1,858,181,987 1,727,529,224 1,909,887,876 1,773,036,097 Plan Fiduciary Net Position - Ending (b) 2,217,521,032 2,732,971,464 2,379,952,858 2,142,668,466 2,167,360,501 2,046,285,803 1,858,181,987 1,727,529,224 1,909,887,874 Net Pension Liability (Asset) - Ending (a) - (b) $ 426,219,257 $ 109,884,584 $ 96,117,933 $ 101,950,215 $ 81,291,268 $ 68,308,830 $ 59,859,499 $ 196,007,202 $ 78,952,397 Note: The amounts presented for each fiscal year were determined as of the year end that occurred one year prior.Plan Fiduciary Net Position as a Percentage of the Total PensionLiability83.88% 96.13% 96.12% 95.46% 96.38% 96.77% 96.88% 89.81% 96.03%Covered Payroll $ 146,789,479 $ 142,603,571 $ 136,120,053 $ 127,501,190 $ 124,412,017 $ 113,643,330 $ 103,925,811 $ 99,497,761 $ 98,669,853 Net Pension Liability as a Percentage of Covered Payroll290.36% 77.06% 70.61% 79.96% 65.34% 60.11% 57.60% 196.99% 80.02%Note: Information for the fiscal years prior to 2015 is not available.175 (This page intentionally left blank.) 176B-94 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (unaudited)SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOSGENERAL EMPLOYEES' PENSION PLANGASB STATEMENT NO. 67 DISCLOSURE FOR FISCAL YEARS ENDING SEPTEMBER 30,Total Pension Liability2023 2022 2021 2020 2019 2018 2017 2016 2015Service Cost $ 12,409,803 $ 10,629,509 $ 9,966,885 $ 8,725,919 $ 7,316,737 $ 8,646,120 $ 7,152,534 $ 6,545,994 $ 5,957,004 Interest 65,931,626 65,495,575 64,055,483 62,229,836 60,151,102 59,380,009 58,696,021 55,093,808 53,626,615 Benefit Payments Including Refunds of Members Contributions (54,349,908) (55,394,918) (53,514,896) (51,626,280) (50,493,076) (50,806,975) (50,133,469) (46,628,140) (48,191,905)Difference Between Expected and Actual Experience 4,164,110 (10,190,286) 2,537,907 7,053,835 8,420,353 (4,534,253) (7,839,844) (466,116) (282,737)Changes of Assumptions - 23,284,717 13,179,775 12,828,191 10,174,359 7,643,777 - 31,594,528 5,875,101 Net Change In Total Pension Liability 28,155,631 33,824,597 36,225,154 39,211,501 35,569,475 20,328,678 7,875,242 46,140,074 16,984,078 Total Pension Liability - Beginning 924,166,883 890,342,286 854,117,132 814,905,631 779,336,156 759,007,478 751,132,236 704,992,162 688,008,084 Total Pension Liability - Ending (a) 952,322,514 924,166,883 890,342,286 854,117,132 814,905,631 779,336,156 759,007,478 751,132,236 704,992,162 Plan Fiduciary Net PositionContributions - Employer 27,458,133 22,945,222 21,601,345 19,409,494 20,802,646 20,479,928 19,603,745 14,445,445 17,243,222 Contributions - Member 15,973 17,730 20,930 27,256 24,203 23,002 29,711 43,106 68,810 Net Investment Income 77,693,606 (135,396,001) 159,112,938 59,887,743 14,324,422 47,213,390 89,821,957 57,407,640 (13,774,173)Benefit Payments Including Refunds of Members Contributions (54,349,908) (55,394,918) (53,514,896) (51,626,280) (50,493,076) (50,806,975) (50,133,469) (46,628,140) (48,191,905)Administrative Expense(1,391,461) (3,222,081) (1,534,079) (1,762,766) (353,532) (321,471) (308,567) (261,762) (284,865)Net Change in Plan Fiduciary Net Position 49,426,343 (171,050,048) 125,686,238 25,935,447 (15,695,337) 16,587,874 59,013,377 25,006,289 (44,938,911)Plan Fiduciary Net Position - Beginning 695,720,510 866,770,558 741,084,320 715,148,873 730,844,210 714,256,334 655,242,957 630,236,668 675,175,579 Adjustment to Plan Fiduciary Net Position - Beginning - - - - - 3 - - - Plan Fiduciary Net Position - Ending (b) 745,146,853 695,720,510 866,770,558 741,084,320 715,148,873 730,844,211 714,256,334 655,242,957 630,236,668 Net Pension Liability (Asset) - Ending (a) - (b) $ 207,175,661 $ 228,446,373 $ 23,571,728 $ 113,032,812 $ 99,756,758 $ 48,491,945 $ 44,751,144 $ 95,889,279 $ 74,755,494 Plan Fiduciary Net Position as a Percentage of the Total Pension Liability78.25% 75.28% 97.35% 86.77% 87.76% 93.78% 94.10% 87.23% 89.40%Covered Payroll $ 190,927,905 $ 175,012,505 $ 171,747,575 $ 158,022,448 $ 151,459,322 $ 150,529,542 $ 141,162,745 $ 134,322,320 $ 127,097,787 Net Pension Liability as a Percentage of Covered Payroll108.51% 130.53% 13.72% 71.53% 65.86% 32.21% 31.70% 71.39% 58.82%Note: (1) The mortality assumption tables were updated to the Pub-2010 Fully Generational Scale MP-2018. Male - 50% Annuitant White Collar / 50% Annuitant Blue Collar. Female - 100% AnnuitantWhite Collar.(2) The amounts presented for each fiscal year were determined as of the year end that occurred one year prior.(3) The General Employees' Pension Trust Fund changed actuaries effective with Fiscal Year ending 2019. The presentation includes different covered payroll figures due to the effective date of9-30-2019 for the GASB presentation and the effective date of 12-31-2018 for the GASB 67 presentation.Note: Information for the fiscal years prior to 2015 is not available. Includes a one-time reduction in fiscal 2022 of $7,376,838 to account for overstated investment earnings in prior year.177 (This page intentionally left blank.) 178B-95 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (unaudited)SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOSGENERAL EMPLOYEES PENSION PLANGASB STATEMENT NO. 68 DISCLOSURE FOR FISCAL YEAR ENDING SEPTEMBER 30, Total Pension Liability2023 2022 2021 2020 2019 2018 2017 2016 2015Service Cost $ 10,629,509 $ 9,966,885 $ 8,725,919 $ 5,987,513 $ 7,342,442 $ 7,010,114 $ 6,751,373 $ 6,178,852 $ 5,622,896 Interest 65,495,575 64,055,484 62,229,836 46,080,645 60,128,830 58,667,019 57,831,275 54,397,153 54,286,720 Benefit Payments Including Refunds of Members Contributions (55,394,918) (53,514,896) (51,626,280) (37,976,666) (51,366,767) (50,601,534) (47,805,921) (45,411,498) (45,791,000)Difference Between Expected and Actual Experience(10,190,286) 2,537,907 7,053,835 109,985 (4,637,161) 6,440,926 (5,677,587) (705,417) (18,993,096)Changes of Assumptions 23,284,717 13,179,775 12,828,191 - 9,771,436 6,807,187 - 29,092,119 5,509,188 Net Change In Total Pension Liability 33,824,597 36,225,155 39,211,501 14,201,477 21,238,780 28,323,712 11,099,140 43,551,209 634,708 Total Pension Liability - Beginning 890,342,287 854,117,132 814,905,631 800,704,154 779,465,374 751,141,662 740,042,522 696,491,313 695,856,605 Total Pension Liability - Ending (a) 924,166,884 890,342,287 854,117,132 814,905,631 800,704,154 779,465,374 751,141,662 740,042,522 696,491,313 Plan Fiduciary Net PositionContributions - Employer 22,945,222 21,601,345 19,409,494 15,312,818 21,312,069 17,600,000 17,000,000 13,264,540 17,047 Contributions - Member 17,730 20,930 27,256 17,866 23,446 26,864 38,435 61,870 81,000 Net Investment Income(129,025,346) 152,742,283 59,887,743 60,791,561 (31,205,507) 110,425,406 43,218,798 580,412 37,277,445 Benefit Payments Including Refunds of Members Contributions (55,394,918) (53,514,896) (51,626,280) (37,976,666) (51,366,767) (50,601,534) (47,805,921) (45,411,498) (45,791,000)Administrative Expense(3,222,080) (1,534,079) (1,762,766) (295,371) (301,860) (4,450,981) (4,107,109) (3,570,999) (3,549,445)Net Change in Plan Fiduciary Net Position(164,679,392) 119,315,583 25,935,447 37,850,208 (61,538,619) 72,999,755 8,344,203 (35,075,675) 5,065,000 Plan Fiduciary Net Position - Beginning 860,399,903 741,084,320 715,148,873 677,298,664 738,837,283 665,837,528 657,493,325 692,569,000 687,504,000 Plan Fiduciary Net Position - Ending (b) 695,720,511 860,399,903 741,084,320 715,148,872 677,298,664 738,837,283 665,837,528 657,493,325 692,569,000 Net Pension Liability (Asset) - Ending (a) - (b) $ 228,446,373 $ 29,942,384 $ 113,032,812 $ 99,756,759 $ 123,405,490 $ 40,628,091 $ 85,304,134 $ 82,549,197 $ 3,922,313 Plan Fiduciary Net Position as a Percentage of the Total Pension Liability75.28% 96.64% 86.77% 87.76% 84.59% 94.79% 88.64% 88.85% 99.40%Covered Payroll $ 175,012,505 $ 171,747,575 $ 158,022,448 $ 151,459,322 $ 146,620,837 $ 150,529,542 $ 141,162,745 $ 134,322,320 $ 127,097,787 Net Pension Liability as a Percentage of Covered Payroll130.53% 17.43% 71.53% 65.86% 84.17% 26.99% 60.43% 61.46% 3.09%Notes:(1) The mortality assumption tables were updated to the RP-2000 Fully Generational Scale BB. Male - 50% Annuitant White Colar / 50% Annuitant Blue Collar. Female - 100% Annuitant White Collar.(2) The amounts presented for each fiscal year were determined as of the year end that occurred one year prior.(3) The General Employees' Pension Trust Fund changed actuaries effective with Fiscal Year ending 2019. The presentation includes different covered payroll figures due to the effective date of9-30-2023 for the GASB 67 presentation and the effective date of 9-30-2022 for the GASB 68 presentation.Note: Information for the fiscal years prior to 2015 is not available179 (This page intentionally left blank.) 180B-96 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (unaudited)SCHEDULE OF CONTRIBUTIONSFOR FISCAL YEAR ENDED SEPTEMBER 30, (in thousands)Firefighters and Police Officers' Plan2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 Actuarially Determined Contribution $ 32,690 $ 28,053 $ 24,974 $ 17,781 $ 16,182 $ 15,868 $ 21,208 $ 18,954 $ 17,180 $ 17,180 Contributions in Relation to the Actuarially Determined Contribution 32,690 28,053 24,974 17,781 16,182 15,868 21,208 18,954 17,180 17,180 Contribution Deficiency (Excess) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Covered Payroll $ 150,475 $ 146,789 $ 142,604 $ 136,120 $ 127,501 $ 124,412 $ 113,643 $ 103,926 $ 98,670 $ 94,875 Contributions as a Percentage of CoveredPayroll21.72% 19.11% 17.51% 13.06% 12.69% 12.75% 18.66% 18.24% 17.41% 18.11%Notes to Schedule:Actuarially determined contribution calculated as of October 1, two years prior to the end of the fiscal year in which the contributions are reported.PlanYearOctober 1 - September 30Methods and assumptions used to determine the actuarially determined contribution:Actuarial Cost MethodEntry Age NormalAmortization MethodLevel percentage closedAmortization Period 30 years for plan amendments, and assumption and method changes. 15 years for actuarial gains and lossesAsset Valuation MethodActuarial valueInflation2.75%Salary IncreasesAge related increase rates which include inflationPayroll Growth4.0%Investment rate of return8.5%, net of investment expensesRetirement AgeEligible employees are assumed to retired at the rate of 35% after 20 years of service, 25% after 21-22 years of service, 35% after 23 years of service,50% after 24-25 years of service, 45% after 26-29 years of service, and 100% after 30 years of service. For Firefighters with less than 20 years ofservice, employees are assumed to retire at the rate of 6% between the ages of 40-59 and 100% at 60 and thereafter.MortalityThe Pub-2010 Fully Generational Mortality Table with Blue Collar Adjustment (male and female). 20% of deaths among active Members are assumed tobe service incurred, and 80% are assumed to be non-service incurred. For beneficiaries, the Pub-2010 Fully Generational Mortality (male and female).181 (This page intentionally left blank.) 182B-97 CITY OF TAMPA, FLORIDAREQUIRED SUPPLEMENTARY INFORMATION (unaudited)SCHEDULE OF CONTRIBUTIONSFOR FISCAL YEAR ENDED SEPTEMBER 30, (in thousands)General Employees' Pension Plan 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014Actuarially Determined Contribution $ 27,458 $ 22,945 $ 21,601 $ 19,409 $ 23,367 $ 19,428 $ 17,822 $ 13,255 $ 17,546 $ 26,270 Contributions in Relation to the Actuarially Determined Contribution 27,458 22,945 21,601 19,409 20,803 20,503 19,604 14,445 18,981 24,615 Contribution Deficiency (Excess) $ - $ - $ - $ - $ 2,564 $ (1,075) $ (1,782) $ (1,190) $ (1,435) $ 1,655 Covered Payroll $ 190,928 $ 175,013 $ 171,748 $ 158,022 $ 146,621 $ 150,530 $ 141,163 $ 134,322 $ 127,098 $ 126,719 Contributions as a Percentage of Covered Payroll14.38% 13.11% 12.58% 12.28% 14.19% 13.62% 13.89% 10.75% 14.93% 19.42%Notes to Schedule:Valuation Date: Actuarially determined contribution rates calculated as of October 1, 2021 apply for the fiscal year ended September 30, 2023.The plan changed its valuation date to September 30th from January 1st.Plan YearOctober 1 - September 30Experience StudySeptember 10, 2019Methods and assumptions used to determine the actuarially determined contribution:Actuarial Cost MethodEntry Age Normal with Frozen Initial LiabilityMethodPercentageMortalityPub-2010Salary ScaleGraded Table (10% - 2%)Salary IncreaseAge BaseEmployees CoveredAll as of valuation dateAssumed Investment Rate of Return7.25%Asset valuation method5-year smooth without phase inProjected salary increases4.00%Employer ContributionQuarterly Contributions effectively 10-1-2019Cost of-Living Adjustments - Division A2.20% effective January 1Cost of-Living Adjustments - Division B1.20% effective January 2183 (This page intentionally left blank.) 184B-98 Combining and Individual Fund Financial Statements and Schedules The Combining and Individual Fund Financial Statements include the Nonmajor Governmental Funds. The Nonmajor Governmental Funds are the Special Revenue Funds, Debt Service Funds, and Capital Project Funds. This subsection includes the following financial statements and schedules: Combining Balance Sheet Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Schedule of Revenues, Expenditures, and Changes in Fund Balances -- Budget and Actual Annually-Budgeted Nonmajor Special Revenue Funds 185 (This page intentionally left blank.) 186 B-99 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEETGENERAL FUND SEPTEMBER 30, 2023 GeneralFund Utilities Services TaxSpecialRevenue Total GeneralFund ASSETS Cash and Investments $ 122,906,363 $ 63,981,645 $ 186,888,008 Receivables, Net 18,455,355 8,034,013 26,489,368Due from Other Funds 12,330,807 - 12,330,807 Lease Receivables 3,792,739 - 3,792,739 Inventory 667,175 - 667,175Prepaid Costs and Deposits 168,211 - 168,211 TOTAL ASSETS $158,320,650 $72,015,658 $230,336,308 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 7,916,648 $ 3,500 $ 7,920,148Deposits and Advances 4,171,480 - 4,171,480 Accrued Salaries and Expenditures 16,366,530 - 16,366,530 Due to Other Governments 133,436 - 133,436Unearned Revenues 8,585,018 - 8,585,018 TOTAL LIABILITIES 37,173,112 3,500 37,176,612 DEFERRED INFLOWS OF RESOURCES 3,792,739 -3,792,739 FUND BALANCES:Non Spendable 835,386 - 835,386 Committed 7,374,123 - 7,374,123 Assigned 44,157,448 - 44,157,448Unassigned64,987,842 72,012,158 137,000,000 TOTAL FUND BALANCES 117,354,799 72,012,158 189,366,957 TOTAL LIABILITIES AND FUND BALANCES $ 158,320,650 $ 72,015,658 $ 230,336,308 187 (This page intentionally left blank.) 188 B-100 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 GeneralFund UtilitiesServices TaxSpecialRevenue Total GeneralFund REVENUESTAXES:Property $ 301,706,371 $- $ 301,706,371Business11,174,248 - 11,174,248Sales175,988 -175,988Utility78,166 56,071,957 56,150,123 Communications Services - 17,276,250 17,276,250INTERGOVERNMENTAL:Federal 447,123 421,537 868,660State70,583,432 - 70,583,432Local3,229,222 - 3,229,222Licenses and Permits 46,893,043 - 46,893,043Charges for Services and User Fees 65,946,300 - 65,946,300 Fines and Forfeitures 8,108,134 - 8,108,134Earnings (Loss) on Investments 8,097,085 1,675,267 9,772,352Contributions and Donations 6,195 -6,195 TOTAL REVENUES 516,445,307 75,445,011 591,890,318 EXPENDITURESCURRENT:Public Safety 331,435,794 - 331,435,794Culture and Recreation 67,567,683 - 67,567,683Environmental Services 30,952,753 - 30,952,753General Government Services 93,757,423 77,006 93,834,429DEBT SERVICE: Principal Payments 6,372,930 - 6,372,930Interest Payments 367,386 -367,386Issuance of Debt Costs -4,333 4,333 TOTAL EXPENDITURES 530,453,969 81,339 530,535,308 Excess (Deficiency) of Revenues Over (Under) Expenditures (14,008,662)75,363,672 61,355,010 OTHER FINANCING SOURCES (USES)Sale of Capital Assets 110,496 419,710 530,206Finance Purchases 323,099 -323,099 Transfers In 46,143,044 810,000 46,953,044Transfers Out (25,745,111) (64,284,517) (90,029,628) Total Other Financing Sources (Uses)20,831,528 (63,054,807)(42,223,279)Net Change in Fund Balances 6,822,866 12,308,865 19,131,731 FUND BALANCES - OCTOBER 1 110,531,933 59,703,293 170,235,226 FUND BALANCES - SEPTEMBER 30 $117,354,799 $72,012,158 $189,366,957 189 (This page intentionally left blank.) 190 B-101 CITY OF TAMPA, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES--BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgetedAmount FinalBudgetedAmount ActualAmounts Variance with Final Budget -Positive(Negative) REVENUES Taxes: Property $ 299,029,019 $ 299,029,019 $ 301,706,371 $ 2,677,352 Business 11,200,000 11,200,000 11,174,248 (25,752)Sales 168,420 168,420 175,988 7,568Utility14,500 14,500 78,166 63,666 Total Taxes 310,411,939 310,411,939 313,134,773 2,722,834 Intergovernmental:Federal--Public Safety 428,442 428,442 387,638 (40,804)Federal--Other --59,485 59,485State--Half-Cent Sales Tax 47,170,000 47,170,000 46,273,573 (896,427)State--Revenue Sharing 9,752,000 9,752,000 12,451,448 2,699,448State--Police and Fire Pension Contribution 7,778,059 10,576,095 10,576,096 1State--Beverage Licenses 438,000 438,000 519,287 81,287 State--Mobile Home Licenses 186,000 186,000 171,790 (14,210) State--Other 544,608 544,608 591,238 46,630 County--Occupational Licenses 103,020 103,020 51,832 (51,188)County--Public Safety 2,677,644 2,765,644 3,129,198 363,554County--Other 10,000 10,000 10,000 -Local--Other 103,020 103,020 38,192 (64,828) Total Intergovernmental 69,190,793 72,076,829 74,259,777 2,182,948 Licenses and Permits:Franchise Fees 34,946,876 34,946,876 46,530,841 11,583,965Building Fees 675,000 675,000 342,469 (332,531)Other Licenses and Permits 30,000 30,000 19,733 (10,267) Total Licenses and Permits 35,651,876 35,651,876 46,893,043 11,241,167 Charges for Services and User Fees:Public Safety 40,025,093 42,929,302 43,863,209 933,907Charges to Other Funds 85,183 85,183 153,838 68,655 Convention Center 11,164,522 11,664,522 14,045,325 2,380,803 Parks and Recreation 4,693,296 5,193,296 5,592,861 399,565 Rental of Facilities and Concessions 884,140 884,140 917,515 33,375 Insurance, Net (1,511,391) (1,511,391) (1,070,819) 440,572Other Miscellaneous Charges 5,503,987 4,703,987 2,444,371 (2,259,616) Total Charges for Services and User Fees 60,844,830 63,949,039 65,946,300 1,997,261 Fines and Forfeitures 7,486,100 7,486,100 8,108,134 622,034 Earnings (Loss) on Investments 2,878,500 2,878,500 8,097,085 5,218,585Contributions and Donations -6,000 6,195 195 TOTAL REVENUES 486,464,038 492,460,283 516,445,307 23,985,024 191 CITY OF TAMPA, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES--BUDGET AND ACTUAL (CONTINUED) GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgetedAmount FinalBudgetedAmount ActualAmounts Variance with Final Budget -Positive(Negative) EXPENDITURES Public Safety: Police $ 198,829,697 $ 195,431,196 $ 190,623,143 $ 4,808,053 Fire Rescue 124,226,460 129,691,231 127,232,292 2,458,939Neighborhood and Community Affairs 13,686,765 13,706,297 13,580,359 125,938 Total Public Safety 336,742,922 338,828,724 331,435,794 7,392,930 Culture and Recreation: Parks and Recreation 55,246,263 56,711,703 54,699,722 2,011,981Convention Center 13,117,941 13,845,101 12,818,816 1,026,285 Total Culture and Recreation 68,364,204 70,556,804 67,518,538 3,038,266 Environmental Services:Contract Administration 11,023,906 11,024,618 11,091,527 (66,909)Environmental Services 1,770,844 1,766,768 1,565,690 201,078Facilities Management 18,973,915 18,975,690 18,295,536 680,154 Total Environmental Services 31,768,665 31,767,076 30,952,753 814,323 General Government Services:Administration 5,091,404 4,973,363 4,265,395 707,968City Attorney 5,938,340 6,339,052 6,369,468 (30,416)City Clerk 2,160,254 2,190,754 2,108,252 82,502City Council 1,758,310 1,870,789 1,894,052 (23,263)Economic and Urban Development 4,864,025 5,171,097 7,330,316 (2,159,219) Human Resources and Talent Development 5,181,559 5,231,417 5,200,885 30,532 Internal Audit 914,101 914,813 822,283 92,530 Mayor 802,129 802,841 762,089 40,752Planning and Development 11,030,894 11,435,129 5,478,214 5,956,915Purchasing3,323,344 3,324,056 3,412,745 (88,689)Revenue and Finance 11,577,451 11,578,163 11,538,502 39,661Technology and Innovation 30,383,072 28,349,016 26,751,328 1,597,688Other--Non Departmental 33,188,637 23,284,848 17,873,039 5,411,809 Total General Government Services 116,213,520 105,465,338 93,806,568 11,658,770DEBT SERVICEPrincipal Payments 1,664,058 6,430,854 6,372,930 57,924Interest Payments 167,045 371,710 367,386 4,324 TOTAL EXPENDITURES 554,920,414 553,420,506 530,453,969 22,966,537Excess (Deficiency) of Revenues Over (Under) Expenditures (68,456,376)(60,960,223)(14,008,662)46,951,561 OTHER FINANCING SOURCES (USES) Sale of Capital Assets 809,400 809,400 110,496 (698,904) Finance Purchases - 323,101 323,099 (2)Transfers In:Payments in Lieu of Taxes and Franchise Fees 39,467,506 39,467,506 40,626,902 1,159,396Utility Tax 1,702,449 1,465,449 1,465,449 -Community Redevelopment Agency 3,145,773 2,811,448 2,811,445 (3)Other Transfers In 1,239,248 1,239,248 1,239,248 - Transfers Out: Insurance (1,465,005) (1,465,005) (1,447,712) 17,293 Other Transfers Out - (24,402,614) (24,297,399) 105,215Total Other Financing Sources 44,899,371 20,248,533 20,831,528 582,995 Net Change in Fund Balances (23,557,005) (40,711,690) 6,822,866 47,534,556 FUND BALANCES - OCTOBER 1 110,531,933 110,531,933 110,531,933 - FUND BALANCES - SEPTEMBER 30 $ 86,974,928 $ 69,820,243 $ 117,354,799 $ 47,534,556 192 B-102 CITY OF TAMPA, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES--BUDGET AND ACTUAL (CONTINUED) UTILITIES SERVICES TAX SPECIAL REVENUE FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgetedAmount FinalBudgetedAmount ActualAmounts Variance with Final Budget -Positive(Negative) REVENUES Taxes: Utility $ 49,900,000 $ 49,900,000 $ 56,071,957 $ 6,171,957 Communications Services 16,500,000 16,500,000 17,276,250 776,250Total Taxes 66,400,000 66,400,000 73,348,207 6,948,207 Intergovernmental: Federal--Economic Environment 416,061 416,061 421,537 5,476 Other Miscellaneous Charges 15,000 15,000 - (15,000)Earnings (Loss) on Investments 825,000 825,000 1,675,267 850,267 TOTAL REVENUES 67,656,061 67,656,061 75,445,011 7,788,950 EXPENDITURESOther--Non Departmental 115,000 3,082,472 77,006 3,005,466DEBT SERVICE:Issuance of Debt Costs 5,000 5,000 4,333 667 TOTAL EXPENDITURES 120,000 3,087,472 81,339 3,006,133 Excess (Deficiency) of Revenues Over (Under) Expenditures 67,536,061 64,568,589 75,363,672 10,795,083 OTHER FINANCING SOURCES (USES) Sale of Capital Assets -- 419,710 419,710 Transfers In: Other Transfers In 810,000 810,000 810,000 -Transfers Out:Other Transfers Out (62,765,458) (65,061,777) (64,284,517) 777,260 Total Other Financing Sources (61,955,458)(64,251,777)(63,054,807)1,196,970 Net Change in Fund Balances 5,580,603 316,812 12,308,865 11,992,053FUND BALANCES - OCTOBER 1 59,703,293 59,703,293 59,703,293 -FUND BALANCES - SEPTEMBER 30 $ 65,283,896 $ 60,020,105 $ 72,012,158 $ 11,992,053 193 (This page intentionally left blank.) 194 B-103 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS SEPTEMBER 30, 2023 SpecialRevenue Debt Service Capital Projects Total NonmajorGovernmentalFunds ASSETS Cash and Investments $ 201,370,004 $- $ 94,395,237 $ 295,765,241 Receivables, Net 14,128,819 - 6,977,187 21,106,006 Inventory 441,925 --441,925 Restricted Cash and Investments 5,268,392 41,472,564 67,837,629 114,578,585 TOTAL ASSETS $221,209,140 $41,472,564 $169,210,053 $431,891,757 LIABILITIES AND FUND BALANCESLiabilities: Accounts Payable $ 7,048,279 $- $ 7,552,222 $ 14,600,501 Deposits and Advances 2,618,259 -- 2,618,259 Retainage on Contracts 572,341 - 2,062,680 2,635,021 Accrued Salaries and Expenditures 1,426,769 -- 1,426,769 Accrued Interest Payable - 8,509,551 - 8,509,551 Current Portion of Long-Term Debt - 32,580,803 - 32,580,803 Due to Other Funds 8,855,506 - 3,372,895 12,228,401 Due to Other Governments 5,043 --5,043 Unearned Revenues 7,256,689 - 3,192,930 10,449,619 TOTAL LIABILITIES 27,782,886 41,090,354 16,180,727 85,053,967 FUND BALANCES: Non Spendable 441,925 --441,925 Restricted 180,455,726 1,137,501 153,029,326 334,622,553 Committed 12,528,603 -- 12,528,603 Unassigned (Deficit)- (755,291)- (755,291) TOTAL FUND BALANCES 193,426,254 382,210 153,029,326 346,837,790 TOTAL LIABILITIES AND FUND BALANCES $ 221,209,140 $ 41,472,564 $ 169,210,053 $ 431,891,757 195 (This page intentionally left blank.) 196 B-104 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 SpecialRevenue Debt Service CapitalProjects Total NonmajorGovernmentalFunds REVENUESTAXES:Sales $- $- $ 29,164,131 $ 29,164,131Local Option Resort - 2,000,000 - 2,000,000Motor Fuel 11,072,219 -- 11,072,219Special Assessments 22,206,296 - 15,365,869 37,572,165 INTERGOVERNMENTAL: Federal 49,179,095 - 14,967,035 64,146,130 State 15,591,269 - 1,779,809 17,371,078Local66,165,982 - 8,043,988 74,209,970Transportation Impact Fees 3,300,177 - 766,191 4,066,368Licenses and Permits 18,931,279 -- 18,931,279Charges for Services and User Fees 2,132,870 - 235,899 2,368,769Fines and Forfeitures 941,311 -- 941,311Earnings (Loss) on Investments 5,826,624 816,579 8,068,259 14,711,462 Contributions and Donations 43,946 - 154,500 198,446 TOTAL REVENUES 195,391,068 2,816,579 78,545,681 276,753,328 EXPENDITURESCURRENT:Public Safety 27,876,343 -- 27,876,343Culture and Recreation 837,000 -- 837,000Environmental Services 46,875,902 - 1,065,772 47,941,674General Government Services 22,822,895 - 281,797 23,104,692Economic and Physical Environment 48,995,413 -- 48,995,413 DEBT SERVICE: Principal Payments 563,782 35,175,803 245,762 35,985,347 Interest Payments 45,018 17,993,215 - 18,038,233Capital Outlay 30,343,745 - 76,593,935 106,937,680 TOTAL EXPENDITURES 178,360,098 53,169,018 78,187,266 309,716,382 Excess (Deficiency) of Revenues Over (Under) Expenditures 17,030,970 (50,352,439)358,415 (32,963,054) OTHER FINANCING SOURCES (USES) Sale of Capital Assets 238,883 -- 238,883 Finance Purchases 278,080 - 1,142,919 1,420,999Transfers In 29,246,410 50,652,075 30,024,259 109,922,744Transfers Out (9,516,112)- (28,799,198) (38,315,310) Total Other Financing Sources (Uses)20,247,261 50,652,075 2,367,980 73,267,316 Net Change in Fund Balances 37,278,231 299,636 2,726,395 40,304,262 FUND BALANCES - OCTOBER 1 156,148,023 82,574 150,302,931 306,533,528 FUND BALANCES - SEPTEMBER 30 $ 193,426,254 $ 382,210 $ 153,029,326 $ 346,837,790 197 (This page intentionally left blank.) 198 B-105 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS Special Revenue Funds are used to account for specific revenues that are legally restricted to expenditures for particular purposes. The City has thirteen (13) Special Revenue Funds listed in this ACFR: Local Option Gas Tax Fund -- used to account for the City’s share of taxes levied on motor fuel and specialfuel sold in Hillsborough County, Florida. Funds shall be used for various transportation related capitalprojects. Construction Services Fund (CS) -- used to account for the receipt and use of Construction Permit Fees, Construction Service Enhancement Fees and Florida Permit Surcharge Fees. Stormwater Fund -- used to account for the receipt of Ad Valorem Stormwater Assessments. These funds, along with transfers from the General Fund and Utility Services Tax Special Revenue Fund, support capitalimprovements and administration costs of the City’s Stormwater System. Impact Fees Fund -- used to account for the receipt of future development fees to pay for capitalimprovements in the Impact Fee Capital Project Fund. Non-Ad Valorem Assessment Fund -- used to account for the receipt of Non-Ad Valorem Assessment proceeds for downtown redevelopment, garbage disposal, fire rescue and protection services, parking facilities, sewer improvements, stormwater management services, street improvements, and utility lineextensions. Community Development Block Grant (CDBG) Fund -- used to finance numerous interrelated projectswithin a designated geographic area. The projects are funded by the U.S. Department of Housing and UrbanDevelopment (HUD). Housing Grants Fund -- used to account for HUD Hope 3 Implementation Grant, HOME Investment Partnerships Grant, and Housing Opportunities for People with AIDS (HOPWA). State Housing Initiatives Partnership (SHIP) Fund -- used to account for administering the State Housing Initiatives Partnership program. Funds are distributed by the State of Florida for low income housingassistance. 199 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS (Continued) American Rescue Plan Act (ARPA) Fund -- used to account for the American Rescue Plan Act federalstimulus program in response to the economic impacts of the COVID-19 pandemic. These funds helprecovery revenue loss during the pandemic and to fund various projects. Public Safety-Other Grants Fund -- used to account for various miscellaneous grants including: Police Intergovernmental Grants and Other Grants. Law Enforcement Trust Fund (LETF) -- used to account for revenues received under Florida State Statute (932.7055(5)a) and for law enforcement purposes. Community Redevelopment Agency (CRA) Special Revenue Fund -- accounts for communityredevelopment taxes used to invest in neighborhood redevelopment in the nine (9) CommunityRedevelopment Areas. Other Special Revenues Fund -- used to account for miscellaneous special revenues utilized throughoutthe City, such as Cancer Survivors Plaza Maintenance, cemetery care, tree maintenance, and park improvements. 200 B-106 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS SEPTEMBER 30, 2023 Local OptionGas Tax ConstructionServices Stormwater ImpactFees ASSETS Cash and Investments $ 5,025,925 $ 14,602,867 $ 5,016,478 $- Receivables, Net 1,318,613 9,455 123,004 - Inventory 441,925 --- Restricted Cash and Investments ---5,268,392 TOTAL ASSETS $6,786,463 $14,612,322 $5,139,482 $5,268,392 LIABILITIES AND FUND BALANCESLiabilities: Accounts Payable $ 1,101,341 $ 189,959 $ 163,951 $- Deposits and Advances -1,502,424 -- Retainage on Contracts ---- Accrued Salaries and Expenditures 659,442 347,950 407,722 - Due to Other Funds 82,088 43,386 49,175 - Due to Other Governments 1,463 --- Unearned Revenues ---- TOTAL LIABILITIES 1,844,334 2,083,719 620,848 - FUND BALANCES: Non Spendable 441,925 --- Restricted 4,500,204 -4,518,634 5,268,392 Committed - 12,528,603 -- TOTAL FUND BALANCES 4,942,129 12,528,603 4,518,634 5,268,392 TOTAL LIABILITIES AND FUND BALANCES $6,786,463 $14,612,322 $5,139,482 $5,268,392 201 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS SEPTEMBER 30, 2023 NonAd ValoremAssessment CommunityDevelopmentBlock Grant HousingGrants State HousingInitiativesPartnership ASSETS Cash and Investments $ 4,110,937 $- $ 239,565 $ 8,804,110Receivables, Net 95,883 1,322,479 2,086,615 - Inventory ---- Restricted Cash and Investments ---- TOTAL ASSETS $4,206,820 $1,322,479 $2,326,180 $8,804,110 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 917,044 $ 182,627 $ 612,227 $ 143,290 Deposits and Advances ---- Retainage on Contracts ---- Accrued Salaries and Expenditures ---- Due to Other Funds -1,139,852 -- Due to Other Governments ---- Unearned Revenues --1,713,953 - TOTAL LIABILITIES 917,044 1,322,479 2,326,180 143,290 FUND BALANCES: Non Spendable ---- Restricted 3,289,776 --8,660,820 Committed ---- TOTAL FUND BALANCES 3,289,776 --8,660,820 TOTAL LIABILITIES AND FUND BALANCES $4,206,820 $1,322,479 $2,326,180 $8,804,110 202 B-107 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS SEPTEMBER 30, 2023 American RescuePlan Act Public Safety -Other Grants LawEnforcementTrust Funds ASSETS Cash and Investments $ 5,273,403 $- $ 6,045,159Receivables, Net -9,172,022 748 Inventory --- Restricted Cash and Investments --- TOTAL ASSETS $5,273,403 $9,172,022 $6,045,907 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 14,846 $ 719,368 $22 Deposits and Advances --1,115,835 Retainage on Contracts -60,780 - Accrued Salaries and Expenditures -11,655 - Due to Other Funds -7,541,005 - Due to Other Governments -3,580 - Unearned Revenues 4,707,102 835,634 - TOTAL LIABILITIES 4,721,948 9,172,022 1,115,857 FUND BALANCES: Non Spendable --- Restricted 551,455 -4,930,050 Committed --- TOTAL FUND BALANCES 551,455 -4,930,050 TOTAL LIABILITIES AND FUND BALANCES $5,273,403 $9,172,022 $6,045,907 203 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS SEPTEMBER 30, 2023 CommunityRedevelopmentAgency SpecialRevenue Other SpecialRevenues Total SpecialRevenue Funds ASSETS Cash and Investments $ 124,615,517 $ 27,636,043 $ 201,370,004Receivables, Net -- 14,128,819 Inventory --441,925 Restricted Cash and Investments --5,268,392 TOTAL ASSETS $124,615,517 $27,636,043 $221,209,140 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 2,419,169 $ 584,435 $ 7,048,279 Deposits and Advances --2,618,259 Retainage on Contracts 511,561 -572,341 Accrued Salaries and Expenditures --1,426,769 Due to Other Funds --8,855,506 Due to Other Governments --5,043 Unearned Revenues --7,256,689 TOTAL LIABILITIES 2,930,730 584,435 27,782,886 FUND BALANCES: Non Spendable --441,925 Restricted 121,684,787 27,051,608 180,455,726 Committed -- 12,528,603 TOTAL FUND BALANCES 121,684,787 27,051,608 193,426,254 TOTAL LIABILITIES AND FUND BALANCES $124,615,517 $27,636,043 $221,209,140 204 B-108 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Local OptionGas Tax ConstructionServices Stormwater ImpactFees REVENUES TAXES: Motor Fuel $ 11,072,219 $- $- $- Special Assessments 213,177 - 15,735,143 -INTERGOVERNMENTAL:Federal ----State 10,428,256 ---Local 3,693,288 ---Transportation Impact Fees ---3,300,177Licenses and Permits 1,844,943 15,887,075 -- Charges for Services and User Fees 1,241,185 264,843 17 - Fines and Forfeitures ---- Earnings (Loss) on Investments 347,426 469,162 431,251 81,965Contributions and Donations ---- TOTAL REVENUES 28,840,494 16,621,080 16,166,411 3,382,142 EXPENDITURESCURRENT:Public Safety ----Culture and Recreation ---- Environmental Services 24,614,116 - 19,346,758 - General Government Services 11,807,218 --- Economic and Physical Environment - 14,868,721 --DEBT SERVICE:Principal Payments -117,206 330,093 -Interest Payments -2,965 40,072 -Capital Outlay 215,730 90,831 301,882 - TOTAL EXPENDITURES 36,637,064 15,079,723 20,018,805 - Excess (Deficiency) of Revenues Over (Under) Expenditures (7,796,570)1,541,357 (3,852,394)3,382,142 OTHER FINANCING SOURCES (USES)Sale of Capital Assets 110,850 18,478 109,555 -Finance Purchases --278,080 -Transfers In 3,309,990 -2,000,000 -Transfers Out (581,554)(830,223)- (2,605,159) Total Other Financing Sources (Uses)2,839,286 (811,745)2,387,635 (2,605,159) Net Change in Fund Balances (4,957,284)729,612 (1,464,759)776,983 FUND BALANCES - OCTOBER 1 9,899,413 11,798,991 5,983,393 4,491,409 FUND BALANCES - SEPTEMBER 30 $4,942,129 $12,528,603 $4,518,634 $5,268,392 205 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NonAd ValoremAssessment CommunityDevelopmentBlock Grant HousingGrants State HousingInitiativesPartnership REVENUESTAXES:Motor Fuel $- $- $- $-Special Assessments 6,257,976 ---INTERGOVERNMENTAL: Federal -4,845,660 8,334,911 - State ---4,415,489 Local ----Transportation Impact Fees ----Licenses and Permits ----Charges for Services and User Fees ----Fines and Forfeitures ----Earnings (Loss) on Investments 136,446 -31,736 209,808Contributions and Donations ---- TOTAL REVENUES 6,394,422 4,845,660 8,366,647 4,625,297 EXPENDITURESCURRENT:Public Safety ----Culture and Recreation ----Environmental Services ----General Government Services 5,994,743 ---Economic and Physical Environment -4,819,971 8,366,647 4,629,528 DEBT SERVICE: Principal Payments ---- Interest Payments ----Capital Outlay -25,689 -- TOTAL EXPENDITURES 5,994,743 4,845,660 8,366,647 4,629,528 Excess (Deficiency) of Revenues Over (Under) Expenditures 399,679 --(4,231) OTHER FINANCING SOURCES (USES) Sale of Capital Assets ---- Finance Purchases ----Transfers In ----Transfers Out ---- Total Other Financing Sources (Uses)---- Net Change in Fund Balances 399,679 --(4,231) FUND BALANCES - OCTOBER 1 2,890,097 --8,665,051 FUND BALANCES - SEPTEMBER 30 $3,289,776 $-$-$8,660,820 206 B-109 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 American RescuePlan Act Public Safety -Other Grants LawEnforcementTrust Funds REVENUESTAXES:Motor Fuel $- $- $-Special Assessments ---INTERGOVERNMENTAL: Federal 24,015,102 11,983,422 - State -747,524 - Local ---Transportation Impact Fees ---Licenses and Permits ---Charges for Services and User Fees ---Fines and Forfeitures --941,311Earnings (Loss) on Investments 290,625 30,967 131,935Contributions and Donations -8,050 - TOTAL REVENUES 24,305,727 12,769,963 1,073,246 EXPENDITURESCURRENT:Public Safety 20,619,747 6,999,296 257,300Culture and Recreation -341,686 -Environmental Services -2,915,028 -General Government Services 176,435 4,740,724 -Economic and Physical Environment 1,717,810 47,357 - DEBT SERVICE: Principal Payments -36,586 79,897 Interest Payments -622 1,359Capital Outlay 1,501,110 3,307,612 - TOTAL EXPENDITURES 24,015,102 18,388,911 338,556 Excess (Deficiency) of Revenues Over (Under) Expenditures 290,625 (5,618,948)734,690 OTHER FINANCING SOURCES (USES) Sale of Capital Assets --- Finance Purchases ---Transfers In -5,618,948 -Transfers Out --(372,232) Total Other Financing Sources (Uses)-5,618,948 (372,232) Net Change in Fund Balances 290,625 -362,458 FUND BALANCES - OCTOBER 1 260,830 -4,567,592 FUND BALANCES - SEPTEMBER 30 $551,455 $-$4,930,050 207 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 CommunityRedevelopmentAgency SpecialRevenue Other SpecialRevenues Total SpecialRevenue Funds REVENUESTAXES:Motor Fuel $- $- $ 11,072,219Special Assessments -- 22,206,296 INTERGOVERNMENTAL: Federal -- 49,179,095 State -- 15,591,269 Local 62,472,694 - 66,165,982Transportation Impact Fees --3,300,177Licenses and Permits -1,199,261 18,931,279Charges for Services and User Fees 563,489 63,336 2,132,870Fines and Forfeitures --941,311Earnings (Loss) on Investments 3,301,508 363,795 5,826,624 Contributions and Donations -35,896 43,946 TOTAL REVENUES 66,337,691 1,662,288 195,391,068 EXPENDITURESCURRENT:Public Safety -- 27,876,343Culture and Recreation -495,314 837,000Environmental Services -- 46,875,902General Government Services -103,775 22,822,895Economic and Physical Environment 6,377,858 8,167,521 48,995,413 DEBT SERVICE: Principal Payments --563,782 Interest Payments --45,018Capital Outlay 24,898,681 2,210 30,343,745 TOTAL EXPENDITURES 31,276,539 8,768,820 178,360,098 Excess (Deficiency) of Revenues Over (Under) Expenditures 35,061,152 (7,106,532)17,030,970 OTHER FINANCING SOURCES (USES) Sale of Capital Assets --238,883 Finance Purchases --278,080Transfers In - 18,317,472 29,246,410Transfers Out (4,980,458)(146,486) (9,516,112) Total Other Financing Sources (Uses)(4,980,458)18,170,986 20,247,261 Net Change in Fund Balances 30,080,694 11,064,454 37,278,231 FUND BALANCES - OCTOBER 1 91,604,093 15,987,154 156,148,023 FUND BALANCES - SEPTEMBER 30 $121,684,787 $27,051,608 $193,426,254 208 B-110 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS LOCAL OPTION GAS TAX FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESTaxes: Motor Fuel $ 11,000,000 $ 11,000,000 $ 11,072,219 $ 72,219Special Assessments 300,000 300,000 213,177 (86,823) Intergovernmental: State 8,031,197 9,617,765 10,428,256 810,491Local3,549,353 3,549,353 3,693,288 143,935 Transportation Impact Fees 26,000 26,000 -(26,000) Licenses and Permits 955,000 955,000 1,844,943 889,943Charges for Services and User Fees 471,481 580,556 1,241,185 660,629 Earnings (Loss) on Investments --347,426 347,426 TOTAL REVENUES 24,333,031 26,028,674 28,840,494 2,811,820 EXPENDITURESCURRENT: Environmental Services 21,814,726 25,578,989 24,614,116 964,873General Government Services 11,380,235 11,539,223 11,807,218 (267,995) Capital Outlay 218,000 1,398,475 215,730 1,182,745 TOTAL EXPENDITURES 33,412,961 38,516,687 36,637,064 1,879,623Excess (Deficiency) of Revenues Over (Under) Expenditures (9,079,930)(12,488,013)(7,796,570)4,691,443 OTHER FINANCING SOURCES (USES) Sale of Capital Assets 10,000 10,000 110,850 100,850 Transfers In 3,309,990 3,309,990 3,309,990 - Transfers Out (585,385) (585,385) (581,554)3,831Total Other Financing Sources (Uses)2,734,605 2,734,605 2,839,286 104,681 Net Change in Fund Balances (6,345,325) (9,753,408) (4,957,284) 4,796,124 FUND BALANCES - OCTOBER 1 9,899,413 9,899,413 9,899,413 - FUND BALANCES - SEPTEMBER 30 $ 3,554,088 $ 146,005 $ 4,942,129 $ 4,796,124 209 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS CONSTRUCTION SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESLicenses and Permits $ 14,600,000 $ 14,600,000 $ 15,887,075 $ 1,287,075 Charges for Services and User Fees 250,000 250,000 264,843 14,843 Earnings (Loss) on Investments 85,400 85,400 469,162 383,762 TOTAL REVENUES 14,935,400 14,935,400 16,621,080 1,685,680 EXPENDITURES CURRENT:Economic and Physical Environment 17,713,697 17,597,949 14,868,721 2,729,228 DEBT SERVICE:Principal Payments -117,505 117,206 299 Interest Payments -2,966 2,965 1 Capital Outlay 788,629 27,400 90,831 (63,431) TOTAL EXPENDITURES 18,502,326 17,745,820 15,079,723 2,666,097Excess (Deficiency) of Revenues Over (Under) Expenditures (3,566,926)(2,810,420)1,541,357 4,351,777 OTHER FINANCING SOURCES (USES) Sale of Capital Assets --18,478 18,478 Transfers Out (830,223) (830,223) (830,223)- Total Other Financing Sources (Uses)(830,223)(830,223)(811,745)18,478 Net Change in Fund Balances (4,397,149) (3,640,643) 729,612 4,370,255 FUND BALANCES - OCTOBER 1 11,798,991 11,798,991 11,798,991 - FUND BALANCES - SEPTEMBER 30 $ 7,401,842 $ 8,158,348 $ 12,528,603 $ 4,370,255 210 B-111 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS STORMWATER FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESSpecial Assessments $ 14,900,000 $ 14,900,000 $ 15,735,143 $ 835,143 Charges for Services and User Fees --17 17 Earnings (Loss) on Investments 100,000 100,000 431,251 331,251 TOTAL REVENUES 15,000,000 15,000,000 16,166,411 1,166,411 EXPENDITURES CURRENT:Environmental Services 19,378,053 19,384,195 19,346,758 37,437 DEBT SERVICE:Principal Payments 340,000 340,000 330,093 9,907 Interest Payments 35,000 35,000 40,072 (5,072) Capital Outlay 25,000 303,080 301,882 1,198 TOTAL EXPENDITURES 19,778,053 20,062,275 20,018,805 43,470Excess (Deficiency) of Revenues Over (Under) Expenditures (4,778,053)(5,062,275)(3,852,394)1,209,881 OTHER FINANCING SOURCES (USES) Sale of Capital Assets --109,555 109,555 Finance Purchases -278,080 278,080 -Transfers In 2,000,000 2,000,000 2,000,000 - Total Other Financing Sources (Uses)2,000,000 2,278,080 2,387,635 109,555 Net Change in Fund Balances (2,778,053) (2,784,195) (1,464,759) 1,319,436 FUND BALANCES - OCTOBER 1 5,983,393 5,983,393 5,983,393 - FUND BALANCES - SEPTEMBER 30 $ 3,205,340 $ 3,199,198 $ 4,518,634 $ 1,319,436 211 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS IMPACT FEES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESTransportation Impact Fees $ 1,000,000 $ 1,000,000 $ 3,300,177 $ 2,300,177 Earnings (Loss) on Investments 19,000 19,000 81,965 62,965 TOTAL REVENUES 1,019,000 1,019,000 3,382,142 2,363,142 EXPENDITURESCURRENT: Environmental Services 35,000 35,000 -35,000Capital Outlay 1,484,000 1,484,000 - 1,484,000 TOTAL EXPENDITURES 1,519,000 1,519,000 -1,519,000 Excess (Deficiency) of Revenues Over (Under) Expenditures (500,000)(500,000)3,382,142 3,882,142 OTHER FINANCING SOURCES (USES)Transfers Out (2,605,159) (2,605,159) (2,605,159)- Total Other Financing Sources (Uses)(2,605,159)(2,605,159)(2,605,159)- Net Change in Fund Balances (3,105,159) (3,105,159) 776,983 3,882,142 FUND BALANCES - OCTOBER 1 4,491,409 4,491,409 4,491,409 - FUND BALANCES - SEPTEMBER 30 $ 1,386,250 $ 1,386,250 $ 5,268,392 $ 3,882,142 212 B-112 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS NON AD VALOREM ASSESSMENT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESSpecial Assessments $ 6,161,642 $ 6,300,964 $ 6,257,976 $ (42,988) Earnings (Loss) on Investments --136,446 136,446 TOTAL REVENUES 6,161,642 6,300,964 6,394,422 93,458 EXPENDITURESCURRENT: General Government Services 6,151,149 6,289,182 5,994,743 294,439Capital Outlay 2,365,505 2,366,794 - 2,366,794 TOTAL EXPENDITURES 8,516,654 8,655,976 5,994,743 2,661,233 Net Change in Fund Balances (2,355,012) (2,355,012) 399,679 2,754,691 FUND BALANCES - OCTOBER 1 2,890,097 2,890,097 2,890,097 - FUND BALANCES - SEPTEMBER 30 $ 535,085 $ 535,085 $ 3,289,776 $ 2,754,691 213 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS LAW ENFORCEMENT TRUST FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESFines and Forfeitures $- $- $ 941,311 $ 941,311 Earnings (Loss) on Investments --131,935 131,935 TOTAL REVENUES --1,073,246 1,073,246 EXPENDITURESCURRENT: Public Safety 245,100 451,204 257,300 193,904DEBT SERVICE: Principal Payments 89,105 89,105 79,897 9,208Interest Payments 895 895 1,359 (464) Capital Outlay 3,295,550 3,034,814 - 3,034,814 TOTAL EXPENDITURES 3,630,650 3,576,018 338,556 3,237,462 Excess (Deficiency) of Revenues Over (Under) Expenditures (3,630,650)(3,576,018)734,690 4,310,708 OTHER FINANCING SOURCES (USES)Transfers Out (300,000) (372,232) (372,232)- Total Other Financing Sources (Uses)(300,000)(372,232)(372,232)- Net Change in Fund Balances (3,930,650) (3,948,250) 362,458 4,310,708 FUND BALANCES - OCTOBER 1 4,567,592 4,567,592 4,567,592 - FUND BALANCES - SEPTEMBER 30 $ 636,942 $ 619,342 $ 4,930,050 $ 4,310,708 214 B-113 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS COMMUNITY REDEVELOPMENT AGENCY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESIntergovernmental: Local $ 60,863,603 $ 60,798,882 $ 62,472,694 $ 1,673,812Charges for Services and User Fees -414,160 563,489 149,329 Earnings (Loss) on Investments 676,100 676,100 3,301,508 2,625,408 TOTAL REVENUES 61,539,703 61,889,142 66,337,691 4,448,549 EXPENDITURESCURRENT: Economic and Physical Environment 12,990,762 38,468,617 6,377,858 32,090,759Capital Outlay 41,185,687 115,729,980 24,898,681 90,831,299 TOTAL EXPENDITURES 54,176,449 154,198,597 31,276,539 122,922,058 Excess (Deficiency) of Revenues Over (Under) Expenditures 7,363,254 (92,309,455)35,061,152 127,370,607 OTHER FINANCING SOURCES (USES) Transfers Out (7,363,254) (5,028,929) (4,980,458)48,471Total Other Financing Sources (Uses)(7,363,254)(5,028,929)(4,980,458)48,471 Net Change in Fund Balances - (97,338,384) 30,080,694 127,419,078 FUND BALANCES - OCTOBER 1 91,604,093 91,604,093 91,604,093 - FUND BALANCES - SEPTEMBER 30 $ 91,604,093 $ (5,734,291) $ 121,684,787 $ 127,419,078 215 CITY OF TAMPA, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES, ANDCHANGES IN FUND BALANCE--BUDGET AND ACTUAL ANNUALLY-BUDGETED NONMAJOR SPECIAL REVENUE FUNDS OTHER SPECIAL REVENUE FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 OriginalBudgeted Amount FinalBudgeted Amount Actual Amounts Variance withFinal Budget -Positive (Negative) REVENUESLicenses and Permits $ 652,185 $ 652,185 $ 1,199,261 $ 547,076 Charges for Services and User Fees --63,336 63,336 Earnings (Loss) on Investments 45,426 45,426 363,795 318,369Contributions and Donations -5,000 35,896 30,896 TOTAL REVENUES 697,611 702,611 1,662,288 959,677 EXPENDITURESCURRENT: Public Safety -5,000 -5,000 Culture and Recreation 5,055,593 5,055,593 495,314 4,560,279 General Government Services 249,620 249,620 103,775 145,845Economic and Physical Environment 5,750,000 8,770,079 8,167,521 602,558 Capital Outlay 3,052,597 3,052,597 2,210 3,050,387 TOTAL EXPENDITURES 14,107,810 17,132,889 8,768,820 8,364,069Excess (Deficiency) of Revenues Over (Under) Expenditures (13,410,199)(16,430,278)(7,106,532)9,323,746 OTHER FINANCING SOURCES (USES) Transfers In 5,659,000 18,317,472 18,317,472 - Transfers Out (146,486) (146,486) (146,486)- Total Other Financing Sources (Uses)5,512,514 18,170,986 18,170,986 - Net Change in Fund Balances (7,897,685) 1,740,708 11,064,454 9,323,746 FUND BALANCES - OCTOBER 1 15,987,154 15,987,154 15,987,154 - FUND BALANCES - SEPTEMBER 30 $ 8,089,469 $ 17,727,862 $ 27,051,608 $ 9,323,746 216 B-114 DEBT SERVICE FUNDS Debt service funds are used to accumulate resources for the repayment of debt incurred by the City, suchas bonds and loans. The City has five (5) Debt Service Funds listed in the ACFR: Community Investment Tax Bonds Fund -- used for the repayment of sales tax revenue bonds, Series2016 and 2020 that are payable solely from the community investment tax proceeds. Non-Ad Valorem Assessment Bonds Fund -- used for the repayment of Non-Ad Valorem RefundingRevenue Bonds, Series 2015, Non-Ad Valorem Refunding and Improvement Revenue Bonds, Series2016, Taxable Non-Ad Valorem Revenue Refunding Note, Series 2020A, and Taxable Non-Ad ValoremRevenue Refunding Note, Series 2020B, Taxable Non-Ad Valorem Refunding Revenue Note 2021A, Non-Ad Valorem Revenue Bonds, Series 2021B, and Non-Ad Valorem Refunding Note, Series 2021C, that are payable solely from non-ad valorem revenues. Occupational License Tax Bonds Fund -- used for the repayment of Occupational License Tax Bonds, Series 2017, that are payable solely from the occupational license tax proceeds. Utilities Services Tax Bonds Fund -- used for repayment of utility tax bonds and utility tax and specialrevenue refunding bonds, Series 2010A, 2010B, 2012A, 2012B, and 2012C that are repayable primarilyfrom the utility tax proceeds and tax increment revenues. Stormwater Improvement Assessment Bonds Fund -- used for the repayment of the SpecialAssessment Revenue Bonds (Central and Lower Basin Stormwater Improvements) Series 2018, andSpecial Assessment Revenue Bonds Stormwater, Series 2021, that are payable from stormwater improvement assessment revenues. 217 (This page intentionally left blank.) 218 B-115 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS DEBT SERVICE FUNDS SEPTEMBER 30, 2023 CommunityInvestment TaxBonds NonAd ValoremAssessment OccupationalLicense TaxBonds ASSETS Restricted Cash and Investments $ 9,234,865 $ 10,037,727 $ 6,669,251 TOTAL ASSETS $9,234,865 $10,037,727 $6,669,251 LIABILITIES AND FUND BALANCESLiabilities: Accrued Interest Payable $ 830,274 $ 4,035,828 $ 324,549 Current Portion of Long-Term Debt 8,595,000 6,159,901 6,490,902 TOTAL LIABILITIES 9,425,274 10,195,729 6,815,451 FUND BALANCES Restricted --- Unassigned (Deficit)(190,409) (158,002) (146,200) TOTAL FUND BALANCES (190,409)(158,002)(146,200) TOTAL LIABILITIES AND FUND BALANCES $ 9,234,865 $ 10,037,727 $ 6,669,251 219 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS DEBT SERVICE FUNDS SEPTEMBER 30, 2023 UtilitiesServices TaxBonds StormwaterImprovementAssessmentBond TotalDebt ServiceFunds ASSETS Restricted Cash and Investments $ 12,147,168 $ 3,383,553 $ 41,472,564 TOTAL ASSETS $12,147,168 $3,383,553 $41,472,564 LIABILITIES AND FUND BALANCESLiabilities: Accrued Interest Payable $ 1,072,848 $ 2,246,052 $ 8,509,551 Current Portion of Long-Term Debt 11,335,000 - 32,580,803 TOTAL LIABILITIES 12,407,848 2,246,052 41,090,354 FUND BALANCES Restricted - 1,137,501 1,137,501 Unassigned (Deficit)(260,680)- (755,291) TOTAL FUND BALANCES (260,680)1,137,501 382,210 TOTAL LIABILITIES AND FUND BALANCES $ 12,147,168 $ 3,383,553 $ 41,472,564 220 B-116 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS DEBT SERVICE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 CommunityInvestment TaxBonds NonAd ValoremAssessment OccupationalLicense TaxBonds REVENUESTAXES:Local Option Resort $- $ 2,000,000 $-Earnings (Loss) on Investments 154,786 304,211 113,142 TOTAL REVENUES 154,786 2,304,211 113,142 EXPENDITURES DEBT SERVICE: Principal Payments 8,595,000 6,159,901 6,490,902Interest Payments 1,660,550 8,071,658 649,098 TOTAL EXPENDITURES 10,255,550 14,231,559 7,140,000 Excess (Deficiency) of Revenues Over (Under) Expenditures (10,100,764)(11,927,348)(7,026,858) OTHER FINANCING SOURCES (USES) Transfers In 10,140,099 12,076,197 7,051,922 Total Other Financing Sources (Uses)10,140,099 12,076,197 7,051,922 Net Change in Fund Balances 39,335 148,849 25,064 FUND BALANCES - OCTOBER 1 (229,744)(306,851)(171,264) FUND BALANCES (DEFICIT) - SEPTEMBER 30 $ (190,409) $ (158,002) $ (146,200) 221 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS DEBT SERVICE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 UtilitiesServices TaxBonds StormwaterImprovementAssessmentBond TotalDebt ServiceFunds REVENUESTAXES:Local Option Resort $- $- $ 2,000,000Earnings (Loss) on Investments 75,550 168,890 816,579 TOTAL REVENUES 75,550 168,890 2,816,579 EXPENDITURES DEBT SERVICE: Principal Payments 11,335,000 2,595,000 35,175,803Interest Payments 2,145,696 5,466,213 17,993,215 TOTAL EXPENDITURES 13,480,696 8,061,213 53,169,018 Excess (Deficiency) of Revenues Over (Under) Expenditures (13,405,146)(7,892,323)(50,352,439) OTHER FINANCING SOURCES (USES) Transfers In 13,323,182 8,060,675 50,652,075 Total Other Financing Sources (Uses)13,323,182 8,060,675 50,652,075 Net Change in Fund Balances (81,964) 168,352 299,636 FUND BALANCES - OCTOBER 1 (178,716)969,149 82,574 FUND BALANCES (DEFICIT) - SEPTEMBER 30 $ (260,680) $ 1,137,501 $ 382,210 222 B-117 CAPITAL PROJECTS FUNDS Capital Projects Funds are used to account for the acquisition and construction of major capital facilitiesother than those financed by proprietary funds and trust funds. The City has fourteen (14) Capital ProjectsFunds listed in the ACFR. Other Capital Improvements Projects Fund -- used to account for the cost of various city-wide capitalimprovement projects, such as public transportation operations and maintenance, equipment, drainage,street lighting, miscellaneous pipeline replacement, sidewalks construction, reclaimed water systemexpansion, and intersection improvements. Deepwater Horizon Capital Improvement Projects Fund -- used to account for the proceeds receivedfor a one-time settlement and related capital improvements. Community Investment Tax Bond Projects Fund -- used to account for the cost of capital improvementprojects including construction of stormwater projects, bridge rehabilitation, parks and recreationimprovements, construction of a new fire station, improvements to existing fire stations, and theacquisition of public safety vehicles. Community Investment Tax Capital Projects Fund -- used to account for the receipt of CommunityInvestment Tax revenues and the cost of appropriated capital expenditures, some of which include: Police and Fire Department vehicle acquisitions, road and drainage improvements, and park enhancements. Grants Capital Improvement Projects Fund -- used to account for capital projects from grantor agencies. Funds are dedicated for grant specific purposes, such as transportation grants capital projects, parks and recreation grants capital projects and the Southwest Florida Water Management District (SWFWMD) Fund. American Rescue Plan Act Capital Projects Fund -- used to account for the cost of capital projects from the American Rescue Plan Act federal Stimulus program. Impact Fees Construction Capital Projects Fund -- used to account for the cost of capital improvements, including but not limited to: construction of new through lanes, turn lanes, bridges, drainage facilities, traffic signalization, curbs, medians, shoulders, and transit facilities. Those capital improvements are financed by an impact fee assessed at the time of issuance of certificates of occupancy. Local Option Gas Tax Capital Projects Fund -- used to account for the cost of various transportation capital improvement projects, some of which are as follows: public transportation operations and maintenance, roadway and right-of-way maintenance, equipment, drainage, and street lighting. Stormwater Bond Projects Fund -- used to account for capital projects that reinforce the City's water sustainability, reduce water pollution, and protect against flooding. 223 CAPITAL PROJECTS FUNDS (Continued) Stormwater Capital Projects Fund -- used to account for capital projects that protect against floodingand water pollution. Transportation Impact Fees Capital Projects Fund -- used to account for the cost of capitalimprovements including the construction of new roads. Utilities Services Tax Bond Projects Fund -- used to account for the cost of Police Headquarters, otherdistrict office facilities, and various vehicles, equipment, recreation facilities and other capital projects. Utilities Services Tax Capital Projects Fund -- used to account for the portion of Utility Tax revenuesappropriated for capital improvements including: Culture and Recreation Centers, drainage, andplaygrounds. Capital project expenditures have been financed with transfers from the Utility Tax SpecialRevenue Fund and Utilities Tax Refunding Bonds. Law Enforcement Trust Funds Capital Projects Fund -- used to account solely for the cost of lawenforcement purposes. 224 B-118 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS SEPTEMBER 30, 2023 Other CapitalImprovementProjects DeepwaterHorizon CapitalImprovementProjects CommunityInvestment TaxBond Projects CommunityInvestment TaxCapital Projects ASSETS Cash and Investments $ 7,971,127 $- $- $ 17,243,980Receivables, Net ---1,810,358 Restricted Cash and Investments -179,754 7,329,164 - TOTAL ASSETS $7,971,127 $179,754 $7,329,164 $19,054,338 LIABILITIES AND FUND BALANCESLiabilities: Accounts Payable $ 18,526 $- $ 163,107 $ 210,359 Retainage on Contracts --61,841 194,900 Due to Other Funds ---- Unearned Revenues ---- TOTAL LIABILITIES 18,526 -224,948 405,259 FUND BALANCES: Restricted 7,952,601 179,754 7,104,216 18,649,079 TOTAL FUND BALANCES 7,952,601 179,754 7,104,216 18,649,079 TOTAL LIABILITIES AND FUND BALANCES $ 7,971,127 $ 179,754 $ 7,329,164 $ 19,054,338 225 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS SEPTEMBER 30, 2023 Grants CapitalImprovementProjects American RescuePlan Act CapitalProjects Impact FeesConstructionCapital Projects Local OptionGas TaxCapital Projects ASSETS Cash and Investments $- $ 4,324,358 $- $ 19,800,129Receivables, Net 5,039,744 --- Restricted Cash and Investments -- 21,671,935 - TOTAL ASSETS $5,039,744 $4,324,358 $21,671,935 $19,800,129 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 1,167,389 $ 427,072 $ 47,527 $ 734,534 Retainage on Contracts 496,755 187,740 51,830 87,772 Due to Other Funds 3,372,895 --- Unearned Revenues 2,705 3,190,225 -- TOTAL LIABILITIES 5,039,744 3,805,037 99,357 822,306 FUND BALANCES: Restricted -519,321 21,572,578 18,977,823 TOTAL FUND BALANCES -519,321 21,572,578 18,977,823 TOTAL LIABILITIES AND FUND BALANCES $ 5,039,744 $ 4,324,358 $ 21,671,935 $ 19,800,129 226 B-119 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS SEPTEMBER 30, 2023 Stormwater BondProjects StormwaterCapital Projects TransportationImpact FeesCapital Projects Utilities ServicesTax Bond Projects ASSETS Cash and Investments $- $ 31,289,918 $- $-Receivables, Net -124,512 -- Restricted Cash and Investments 32,679,560 -3,306,578 2,670,638 TOTAL ASSETS $32,679,560 $31,414,430 $3,306,578 $2,670,638 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 2,754,620 $ 498,372 $- $ 84,544 Retainage on Contracts 874,070 43,511 -55,741 Due to Other Funds ---- Unearned Revenues ---- TOTAL LIABILITIES 3,628,690 541,883 -140,285 FUND BALANCES: Restricted 29,050,870 30,872,547 3,306,578 2,530,353 TOTAL FUND BALANCES 29,050,870 30,872,547 3,306,578 2,530,353 TOTAL LIABILITIES AND FUND BALANCES $ 32,679,560 $ 31,414,430 $ 3,306,578 $ 2,670,638 227 CITY OF TAMPA, FLORIDA COMBINING BALANCE SHEET (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS SEPTEMBER 30, 2023 Utilities ServicesTax CapitalProjects Law EnforcementTrust FundsCapital Projects Total CapitalProjects Funds ASSETS Cash and Investments $ 13,685,298 $ 80,427 $ 94,395,237Receivables, Net 2,573 -6,977,187 Restricted Cash and Investments -- 67,837,629 TOTAL ASSETS $13,687,871 $80,427 $169,210,053 LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable $ 1,446,172 $- $ 7,552,222 Retainage on Contracts 8,520 -2,062,680 Due to Other Funds --3,372,895 Unearned Revenues --3,192,930 TOTAL LIABILITIES 1,454,692 -16,180,727 FUND BALANCES: Restricted 12,233,179 80,427 153,029,326 TOTAL FUND BALANCES 12,233,179 80,427 153,029,326 TOTAL LIABILITIES AND FUND BALANCES $ 13,687,871 $ 80,427 $ 169,210,053 228 B-120 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Other CapitalImprovementProjects DeepwaterHorizon CapitalImprovementProjects CommunityInvestment TaxBond Projects CommunityInvestment TaxCapital Projects REVENUESTAXES:Sales $- $- $- $ 29,164,131Special Assessments ---- INTERGOVERNMENTAL: Federal ---- State ---- Local ----Transportation Impact Fees 766,191 ---Charges for Services and User Fees 7,127 ---Earnings (Loss) on Investments 235,579 3,976 431,755 104,773Contributions and Donations 19,500 --- TOTAL REVENUES 1,028,397 3,976 431,755 29,268,904 EXPENDITURES CURRENT: Environmental Services ----General Government Services 12,328 --87,669DEBT SERVICE:Principal Payments ----Capital Outlay 502,375 -1,984,988 6,590,383 TOTAL EXPENDITURES 514,703 -1,984,988 6,678,052 Excess (Deficiency) of Revenues Over (Under) Expenditures 513,694 3,976 (1,553,233)22,590,852 OTHER FINANCING SOURCES (USES)Finance Purchases ----Transfers In 345,864 ---Transfers Out --- (20,738,524) Total Other Financing Sources (Uses)345,864 --(20,738,524) Net Change in Fund Balances 859,558 3,976 (1,553,233) 1,852,328 FUND BALANCES - OCTOBER 1 7,093,043 175,778 8,657,449 16,796,751 FUND BALANCES - SEPTEMBER 30 $ 7,952,601 $ 179,754 $ 7,104,216 $ 18,649,079 229 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Grants CapitalImprovementProjects American RescuePlan Act CapitalProjects Impact FeesConstructionCapital Projects Local OptionGas TaxCapital Projects REVENUESTAXES:Sales $- $- $- $-Special Assessments ----INTERGOVERNMENTAL: Federal 23,750 14,943,285 -- State 1,779,809 --- Local 8,043,988 ---Transportation Impact Fees ----Charges for Services and User Fees ----Earnings (Loss) on Investments 524 356,136 925,391 976,149Contributions and Donations ---- TOTAL REVENUES 9,848,071 15,299,421 925,391 976,149 EXPENDITURES CURRENT: Environmental Services --147,436 344,145General Government Services ----DEBT SERVICE:Principal Payments ----Capital Outlay 9,848,071 14,943,285 5,179,926 6,891,540 TOTAL EXPENDITURES 9,848,071 14,943,285 5,327,362 7,235,685 Excess (Deficiency) of Revenues Over (Under) Expenditures -356,136 (4,401,971)(6,259,536) OTHER FINANCING SOURCES (USES)Finance Purchases ----Transfers In --2,605,159 11,815,106Transfers Out ---- Total Other Financing Sources (Uses)--2,605,159 11,815,106 Net Change in Fund Balances -356,136 (1,796,812) 5,555,570 FUND BALANCES - OCTOBER 1 -163,185 23,369,390 13,422,253 FUND BALANCES - SEPTEMBER 30 $- $ 519,321 $ 21,572,578 $ 18,977,823 230 B-121 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Stormwater BondProjects StormwaterCapital Projects TransportationImpact FeesCapital Projects Utilities ServicesTax Bond Projects REVENUESTAXES:Sales $- $- $- $-Special Assessments - 15,341,340 24,529 -INTERGOVERNMENTAL: Federal ---- State ---- Local ----Transportation Impact Fees ----Charges for Services and User Fees ----Earnings (Loss) on Investments 3,538,828 869,812 178,418 328,991Contributions and Donations ---- TOTAL REVENUES 3,538,828 16,211,152 202,947 328,991 EXPENDITURES CURRENT: Environmental Services 448,212 125,979 --General Government Services ----DEBT SERVICE:Principal Payments ----Capital Outlay 20,333,897 2,055,740 38,984 623,922 TOTAL EXPENDITURES 20,782,109 2,181,719 38,984 623,922 Excess (Deficiency) of Revenues Over (Under) Expenditures (17,243,281)14,029,433 163,963 (294,931) OTHER FINANCING SOURCES (USES)Finance Purchases ----Transfers In ----Transfers Out - (8,060,674)-- Total Other Financing Sources (Uses)-(8,060,674)-- Net Change in Fund Balances (17,243,281) 5,968,759 163,963 (294,931) FUND BALANCES - OCTOBER 1 46,294,151 24,903,788 3,142,615 2,825,284 FUND BALANCES - SEPTEMBER 30 $ 29,050,870 $ 30,872,547 $ 3,306,578 $ 2,530,353 231 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (CONTINUED) NONMAJOR GOVERNMENTAL FUNDS CAPITAL PROJECTS FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Utilities ServicesTax CapitalProjects Law EnforcementTrust FundsCapital Projects Total CapitalProjects Funds REVENUESTAXES:Sales $- $- $ 29,164,131Special Assessments -- 15,365,869INTERGOVERNMENTAL: Federal -- 14,967,035 State --1,779,809 Local --8,043,988Transportation Impact Fees --766,191Charges for Services and User Fees 228,772 -235,899Earnings (Loss) on Investments 116,147 1,780 8,068,259Contributions and Donations 135,000 -154,500 TOTAL REVENUES 479,919 1,780 78,545,681 EXPENDITURES CURRENT: Environmental Services --1,065,772General Government Services 181,800 -281,797DEBT SERVICE:Principal Payments 245,762 -245,762Capital Outlay 7,600,824 - 76,593,935 TOTAL EXPENDITURES 8,028,386 -78,187,266 Excess (Deficiency) of Revenues Over (Under) Expenditures (7,548,467)1,780 358,415 OTHER FINANCING SOURCES (USES)Finance Purchases 1,142,919 -1,142,919Transfers In 15,258,130 - 30,024,259Transfers Out -- (28,799,198) Total Other Financing Sources (Uses)16,401,049 -2,367,980 Net Change in Fund Balances 8,852,582 1,780 2,726,395 FUND BALANCES - OCTOBER 1 3,380,597 78,647 150,302,931 FUND BALANCES - SEPTEMBER 30 $ 12,233,179 $ 80,427 $ 153,029,326 232 B-122 Nonmajor Enterprise Funds Statements The Nonmajor Enterprise Funds Statements includes the Parking Facilities Fund and the Golf Courses Fund. This subsection includes the following financial statements: Combining Statement of Net Position Combining Statement of Revenues, Expenses and Changes in Fund Net Position Combining Statement of Cash Flows 233 (This page intentionally left blank.) 234 B-123 NONMAJOR ENTERPRISE FUNDS Nonmajor Enterprise Funds are used to account for operations that are financed and operated in amanner similar to private business enterprise, and where the costs of providing goods and services to the general public are recovered primarily through user charges. The City has two (2) Nonmajor Enterprise Funds listed in the ACFR: Parking Facilities Fund -- accounts for the operations of ten (10) City owned parking garages, nine (9) surface lots, and over 1,800 metered spaces. Golf Courses Fund -- accounts for the operations of the City-owned Babe Zaharias, Rogers Park, and Rocky Point golf courses. 235 (This page intentionally left blank.) 236 B-124 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF NET POSITION NONMAJOR ENTERPRISE FUNDS SEPTEMBER 30, 2023 ParkingFacilities GolfCourses Total ASSETS CURRENT ASSETS:Cash and Investments $ 26,861,892 $ 4,634,775 $ 31,496,667 Receivables, Net 402,404 82,220 484,624Inventories-255,367 255,367Prepaid Expenses and Deposits -4,100 4,100 TOTAL CURRENT ASSETS 27,264,296 4,976,462 32,240,758 NONCURRENT ASSETS: Notes Receivable 3,000,000 - 3,000,000Lease Receivables 15,433,657 - 15,433,657CAPITAL ASSETS: Land and Land Rights 20,040,502 924,663 20,965,165Buildings and Improvements 96,810,214 4,832,265 101,642,479 Improvements Other Than Buildings 7,984,335 6,979,434 14,963,769Machinery and Equipment 3,435,072 632,290 4,067,362Construction in Progress 2,515,813 89,426 2,605,239 Less Accumulated Depreciation (72,974,279) (10,630,753) (83,605,032)TOTAL CAPITAL ASSETS 57,811,657 2,827,325 60,638,982 TOTAL NONCURRENT ASSETS 76,245,314 2,827,325 79,072,639 TOTAL ASSETS 103,509,610 7,803,787 111,313,397 DEFERRED OUTFLOWS OF RESOURCES 5,295,753 -5,295,753 LIABILITIESCURRENT LIABILITIES:Accounts Payable 1,601,805 457,709 2,059,514 Accrued Salaries 221,145 -221,145Accrued Liabilities 494,730 -494,730 Unearned Revenues 594,810 89,786 684,596Due to Other Funds 33,022 -33,022Customer Deposits 8,665 -8,665 TOTAL CURRENT LIABILITIES 2,954,177 547,495 3,501,672 LONG-TERM LIABILITIES: Compensated Absences - Long-Term 220,556 -220,556Other Post Employment Benefits 594,237 -594,237 Net Pension Liability 5,482,713 - 5,482,713TOTAL LONG-TERM LIABILITIES 6,297,506 -6,297,506 TOTAL LIABILITIES 9,251,683 547,495 9,799,178 DEFERRED INFLOWS OF RESOURCES 17,427,718 -17,427,718 NET POSITIONNet Investment in Capital Assets 57,811,657 2,827,325 60,638,982Unrestricted24,314,305 4,428,967 28,743,272 TOTAL NET POSITION $82,125,962 $7,256,292 $89,382,254 237 (This page intentionally left blank.) 238 B-125 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN FUND NET POSITION NONMAJOR ENTERPRISE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 ParkingFacilities GolfCourses Total NonmajorEnterpriseFunds OPERATING REVENUES Charges for Sales and Services $34,241,396 $6,314,323 $40,555,719 OPERATING EXPENSESPersonal Services and Benefits 6,598,082 - 6,598,082Supplies and Materials 340,508 360,105 700,613Contract Services 4,820,934 4,794,987 9,615,921Other Services and Charges 6,482,587 1,736,992 8,219,579Depreciation2,373,288 297,169 2,670,457 TOTAL OPERATING EXPENSES 20,615,399 7,189,253 27,804,652 OPERATING INCOME (LOSS)13,625,997 (874,930)12,751,067 NONOPERATING REVENUES (EXPENSES) Earnings on Investments 1,209,384 69,948 1,279,332Loss on Disposal of Capital Assets (952) (154,564) (155,516)Local Government (2,133,990)- (2,133,990)Miscellaneous Revenue 18,266 -18,266 TOTAL NONOPERATING REVENUES (EXPENSES)(907,292)(84,616)(991,908) INCOME (LOSS) BEFORE TRANSFERS AND CAPITAL CONTRIBUTIONS 12,718,705 (959,546)11,759,159 TRANSFERS AND CAPITAL CONTRIBUTIONS Transfers In 20,000 1,066,506 1,086,506 Transfers Out:Pilot and Piloff (1,518,643)- (1,518,643)Other Transfers Out (3,891,477)- (3,891,477) TOTAL TRANSFERS AND CAPITAL CONTRIBUTIONS (5,390,120)1,066,506 (4,323,614) CHANGE IN NET POSITION 7,328,585 106,960 7,435,545 NET POSITION - OCTOBER 1 74,797,377 7,149,332 81,946,709 NET POSITION - SEPTEMBER 30 $82,125,962 $7,256,292 $89,382,254 239 (This page intentionally left blank.) 240 B-126 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF CASH FLOWS NONMAJOR ENTERPRISE FUNDSFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Parking Golf Total NonmajorFacilitiesCourses Enterprise Funds CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Customers and Users $ 33,950,945 $ 6,267,310 $ 40,218,255 Receipts from Interfund Services Provided 340,439 - 340,439 Payments to Suppliers (8,584,506)(6,646,527)(15,231,033) Payments to Employees (5,752,947) - (5,752,947) Payments for Interfund Services Used (3,011,773) - (3,011,773) Other Receipts 18,266 - 18,266 Net Cash Provided (Used) by Operating Activities 16,960,424 (379,217) 16,581,207 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Cash Received from Other Funds 20,000 1,066,506 1,086,506 Cash Paid to Other Funds (5,410,120) - (5,410,120) Cash Paid to Other Local Governments (2,133,990) - (2,133,990) Net Cash Provided (Used) by Noncapital Financing Activities (7,524,110) 1,066,506 (6,457,604) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition and Construction of Capital Assets (1,132,351)(348,301)(1,480,652) Proceeds from the Sale of Capital Assets - 138,024 138,024 Net Cash Used by Capital and Related Financing Activities (1,132,351)(210,277)(1,342,628) CASH FLOWS FROM INVESTING ACTIVITIES Interest Earnings on Cash and Investments 1,209,384 69,948 1,279,332 Net Cash Provided by Investing Activities 1,209,384 69,948 1,279,332 Net Change in Cash and Investments 9,513,347 546,960 10,060,307 Beginning Cash and Investments 17,348,545 4,087,815 21,436,360 Ending Cash and Investments $ 26,861,892 $ 4,634,775 $ 31,496,667 Reconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Operating Income (Loss) $ 13,625,997 $ (874,930) $ 12,751,067 Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Depreciation 2,373,288 297,169 2,670,457 Miscellaneous Receipts 18,266 - 18,266 Changes in Assets and Liabilities: Change in Receivables--Net 20,877 (38,306)(17,429) Change in Inventories - (58,374)(58,374) Change in Deferred Outflows of Resources (3,455,718) - (3,455,718) Change in Net Pension Liability 4,764,096 - 4,764,096 Change in Lease Receivables (61,720) - (61,720) Change in Deferred Inflows of Resources (484,057) - (484,057) Change in Prepaids - 1,867 1,867 Change in Accounts Payable 42,237 302,064 344,301 Change in Accrued Salaries (95,334) - (95,334) Change in Accrued Liabilities 177,868 - 177,868 Change in Due to Other Funds 6,352 - 6,352 Change in Customer Deposits and Advances 395 - 395 Change in Unearned Revenues 27,877 (8,707) 19,170 Total Adjustments 3,334,427 495,713 3,830,140 Net Cash Provided (Used) by Operating Activities $ 16,960,424 $ (379,217) $ 16,581,207 Noncash Investing, Capital, and Financing Activities: Change in Fair Value of Investments $ (205,394) $ - $ (205,394) Cash and Investments are Reported in the Financial Statements as Follows: Equity in Pooled Cash $ 26,861,892 $ 4,634,775 $ 31,496,667 Ending Cash and Investments $ 26,861,892 $ 4,634,775 $ 31,496,667 241 (This page intentionally left blank.) 242 B-127 Internal Service Funds Statements The Internal Service Funds Statements includes the Fleet Maintenance Fund and the Consumer Services Fund. This subsection includes the following financial statements: Combining Statement of Net Position Combining Statement of Revenues, Expenses and Changes in Fund Net Position Combining Statement of Cash Flows 243 (This page intentionally left blank.) 244 B-128 INTERNAL SERVICE FUNDS Internal Service Funds are used to account for the financing of goods and services provided by one City department to other City departments on a cost-reimbursement basis. The City has two (2) Internal Service Funds listed in the ACFR: Fleet Maintenance Fund -- accounts for safe operation of the City's fleet of police cars, fire and rescuevehicles, public works trucks, solid waste front loaders, and many other types of on and off-road vehiclesand equipment. Consumer Services Fund -- accounts for the meter reading, billing and meter maintenance function of over 155,000 utility accounts within the service area. 245 (This page intentionally left blank.) 246 B-129 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS SEPTEMBER 30, 2023 FleetMaintenance ConsumerServices Total InternalService Funds ASSETSCURRENT ASSETS: Cash and Investments $ 26,904,005 $ 13,317,216 $ 40,221,221 Receivables, Net 71,962 942,106 1,014,068 TOTAL CURRENT ASSETS 26,975,967 14,259,322 41,235,289 NONCURRENT ASSETS CAPITAL ASSETS: Land and Land Rights 1,310 -1,310Buildings and Improvements 2,899,893 - 2,899,893Improvements Other Than Buildings 1,298,295 - 1,298,295Machinery and Equipment 60,996,748 277,410 61,274,158Intangible Assets 16,262 100,761 117,023Less Accumulated Depreciation (30,794,566) (377,408) (31,171,974) TOTAL CAPITAL ASSETS 34,417,942 763 34,418,705 TOTAL NONCURRENT ASSETS 34,417,942 763 34,418,705 TOTAL ASSETS 61,393,909 14,260,085 75,653,994 LIABILITIESCURRENT LIABILITIES:Accounts Payable 1,803,543 267,294 2,070,837Accrued Salaries 259,843 177,110 436,953Due to Other Funds 34,062 25,712 59,774Customer Deposits - 8,220,655 8,220,655 Customer Advances - 1,335,505 1,335,505 TOTAL CURRENT LIABILITIES 2,097,448 10,026,276 12,123,724 LONG-TERM LIABILITIES: Compensated Absences - Long-Term 696,533 -696,533 TOTAL LONG-TERM LIABILITIES 696,533 -696,533 TOTAL LIABILITIES 2,793,981 10,026,276 12,820,257 NET POSITION Net Investment in Capital Assets 34,417,942 763 34,418,705 Unrestricted 24,181,986 4,233,046 28,415,032 TOTAL NET POSITION $58,599,928 $4,233,809 $62,833,737 247 (This page intentionally left blank.) 248 B-130 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENSES, ANDCHANGES IN FUND NET POSITION INTERNAL SERVICE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 FleetMaintenance ConsumerServices Total InternalService Funds OPERATING REVENUES Billings to City Departments $29,478,529 $13,844,184 $43,322,713 OPERATING EXPENSESPersonal Services and Benefits 7,364,621 5,454,226 12,818,847 Supplies and Materials 4,664,239 103,331 4,767,570Contract Services 7,051,158 3,973,171 11,024,329Other Services and Charges 7,978,364 2,628,151 10,606,515 Depreciation 6,049,418 763 6,050,181 TOTAL OPERATING EXPENSES 33,107,800 12,159,642 45,267,442 OPERATING INCOME (LOSS)(3,629,271)1,684,542 (1,944,729) NONOPERATING REVENUES (EXPENSES)Gain on Investments 224,480 284,507 508,987Gain (Loss) on Disposal of Capital Assets (67,537)66 (67,471) State Government 90,869 -90,869Interest Expense - (93,583) (93,583) Miscellaneous Revenue 185,036 106,061 291,097 TOTAL NONOPERATING REVENUES (EXPENSES)432,848 297,051 729,899 INCOME (LOSS) BEFORE TRANSFERS (3,196,423)1,981,593 (1,214,830) TRANSFERSTransfers In 16,038,426 - 16,038,426 Transfers Out:Other Transfers Out - (90,000) (90,000) TOTAL TRANSFERS 16,038,426 (90,000)15,948,426 CHANGE IN NET POSITION 12,842,003 1,891,593 14,733,596 NET POSITION - OCTOBER 1 45,757,925 2,342,216 48,100,141 NET POSITION - SEPTEMBER 30 $58,599,928 $4,233,809 $62,833,737 249 (This page intentionally left blank.) 250 B-131 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF CASH FLOWS INTERNAL SERVICE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Fleet Consumer Total InternalMaintenance Services Service FundsCASH FLOWS FROM OPERATING ACTIVITIES Receipts from Customers and Users $ - $ 3,414,872 $ 3,414,872 Receipts from Interfund Services Provided 29,541,467 11,017,969 40,559,436 Payments to Suppliers (16,779,589) (5,270,688) (22,050,277) Payments to Employees (7,257,934) (5,569,007) (12,826,941) Payments for Interfund Services Used (3,405,751) (1,271,126) (4,676,877) Other Receipts 185,036 106,061 291,097 Net Cash Provided by Operating Activities 2,283,229 2,428,081 4,711,310 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Cash Received from Other Funds 16,038,426 - 16,038,426 Cash Paid to Other Funds - (90,000)(90,000) Cash Received from State Government 90,869 - 90,869 Net Cash Provided (Used) by Noncapital Financing Activities 16,129,295 (90,000) 16,039,295 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition and Construction of Capital Assets (7,038,387) - (7,038,387) Interest Payments on Capital Debt - (93,583)(93,583) Proceeds from Sale of Capital Assets 49,827 66 49,893 Net Cash Used by Capital and Related Financing Activities (6,988,560)(93,517)(7,082,077) CASH FLOWS FROM INVESTING ACTIVITIES Gain on Cash and Investments 224,480 284,507 508,987 Net Cash Used by Investing Activities 224,480 284,507 508,987 Net Increase in Cash and Investments 11,648,444 2,529,071 14,177,515 Beginning Cash and Investments 15,255,561 10,788,145 26,043,706 Ending Cash and Investments $ 26,904,005 $ 13,317,216 $ 40,221,221 Reconciliation of Operating Loss to Net Cash Provided (Used) by Operating Activities: Operating Income (Loss) $ (3,629,271) $ 1,684,542 $ (1,944,729) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities Depreciation 6,049,418 763 6,050,181 Miscellaneous Receipts 185,036 106,061 291,097 Changes in Assets and Liabilities: Change in Receivables--Net 13,898 64,072 77,970 Change in Accounts Payable (312,585) 64,822 (247,763) Change in Accrued Salaries (136,683)(114,781)(251,464) Change in Accrued Liabilities 106,687 - 106,687 Change in Due to Other Funds 6,729 72 6,801 Change in Customer Deposits - 622,530 622,530 Total Adjustments 5,912,500 743,539 6,656,039 Net Cash Provided by Operating Activities $ 2,283,229 $ 2,428,081 $ 4,711,310 Noncash Investing, Capital, and Financing Activities: Change in Fair Value of Investments $ - $ (11,737) $ (11,737) Cash and Investments are Reported in Financial Statements as Follows: Equity in Pooled Cash and Investments $ 26,904,005 $ 13,317,216 $ 40,221,221 Ending Cash and Investments $ 26,904,005 $ 13,317,216 $ 40,221,221 251 (This page intentionally left blank.) 252 B-132 Fiduciary Funds Fiduciary Funds are funds held in trust by the City of Tampa for employees’ retirement or funds held in a custodial capacity for others. The Fiduciary Funds Statements for the City of Tampa are listed below. Combining Statement of Fiduciary Net Position Pension Trust Funds Combining Statement of Changes in Fiduciary Net Position Pension Trust Funds Combining Statement of Fiduciary Net Position Custodial Funds Combining Statement of Changes in Fiduciary Net Position Custodial Funds 253 (This page intentionally left blank.) 254 B-133 FIDUCIARY FUNDS Fiduciary Funds are funds held in trust by the City of Tampa for employees' retirement or fundsheld in a trust capacity for agencies. The Fiduciary Funds for the City of Tampa are: Firefighters and Police Officers' Pension Trust Fund and General Employees' Retirement Trust Fund -- these funds account for the accumulation of resources to be used for retirement annuity payments to eligible pensioners and their beneficiaries. Resources are contributed by both employees at rates fixed by law, and by the City and employees in amounts determined by an independent annual actuarial study. Custodial Funds -- funds which hold monies in a custodial capacity for various government units, individuals or funds. 255 (This page intentionally left blank.) 256 B-134 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF FIDUCIARY NET POSITION PENSION TRUST FUNDSSEPTEMBER 30, 2023 FirefightersandPolice Officers'Pension Fund GeneralEmployees'RetirementFund TotalPensionTrustFunds ASSETS Cash $ 69,322,872 $ 724,100 $ 70,046,972 Investments, at Fair Value: Debt and Other Interest Bearing Investments 517,607,940 161,784,503 679,392,443 Equities 1,919,588,702 486,755,761 2,406,344,463 Real Estate Investments -96,613,085 96,613,085 Total Cash and Investments 2,506,519,514 745,877,449 3,252,396,963 Accounts Receivable, Net 13,805,552 126,163 13,931,715 Interest and Dividends Receivable 3,695,278 23,606 3,718,884 Capital Assets: Land 100,000 - 100,000 Buildings and Improvements 1,041,744 - 1,041,744 Intangible Assets-Software 4,505,629 - 4,505,629 Less Accumulated Depreciation (1,202,757)- (1,202,757) Total Capital Assets 4,444,616 -4,444,616 TOTAL ASSETS 2,528,464,960 746,027,218 3,274,492,178 LIABILITIES Accounts Payable 18,983,180 880,364 19,863,544 TOTAL LIABILITIES 18,983,180 880,364 19,863,544 NET POSITIONHeld in Trust for Pension Benefits Net Position Restricted for Pensions $ 2,509,481,780 $ 745,146,854 $ 3,254,628,634 257 (This page intentionally left blank.) 258 B-135 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITIONPENSION TRUST FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Firefighters andPolice Officers'Pension Fund General Employees'RetirementFund Total PensionTrustFunds ADDITIONS Contributions: Employer $ 32,690,154 $ 27,458,132 $ 60,148,286 Employees 26,271,049 15,974 26,287,023State10,576,096 - 10,576,096 Total Contributions 69,537,299 27,474,106 97,011,405 Investment Earnings: Interest and Dividends 49,180,718 12,944,004 62,124,722Net Increase (Decrease) in the Fair Value of Investments 324,274,142 67,654,763 391,928,905Total Investment Earnings (Loss)373,454,860 80,598,767 454,053,627 Less Investment Expenses (6,050,097) (2,837,785) (8,887,882) Net Investment Earnings (Loss)367,404,763 77,760,982 445,165,745 Total Additions (Subtractions), Net 436,942,062 105,235,088 542,177,150 DEDUCTIONSPension Benefits 141,917,338 54,349,907 196,267,245Administrative Expenses 3,063,976 1,458,836 4,522,812 Total Deductions 144,981,314 55,808,743 200,790,057 Change in Net Position 291,960,748 49,426,345 341,387,093 NET POSITION - OCTOBER 1 2,217,521,032 695,720,509 2,913,241,541 NET POSITION - SEPTEMBER 30 $2,509,481,780 $745,146,854 $3,254,628,634 259 (This page intentionally left blank.) 260 B-136 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF FIDUCIARY NET POSITIONCUSTODIAL FUNDS SEPTEMBER 30, 2023 RehabilitationLoansFund SubdivisionStreetlightFund InterstateHighwayExpansionFunds OtherCustodialFunds Total ASSETS Cash $- $ 1,889,005 $ 5,043,552 $ 162,224 $ 7,094,781 TOTAL ASSETS -1,889,005 5,043,552 162,224 7,094,781 LIABILITIES Accounts Payable 18,880 ---18,880 Other Liabilities --- 118,654 118,654 TOTAL LIABILITIES 18,880 --118,654 137,534 NET POSITIONRestricted for:Individuals, Organizations, and OtherGovernments $ (18,880) $ 1,889,005 $ 5,043,552 $ 43,570 $ 6,957,247 261 (This page intentionally left blank.) 262 B-137 CITY OF TAMPA, FLORIDA COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITIONCUSTODIAL FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 RehabilitationLoans Fund SubdivisionStreetlight Fund InterstateHighwayExpansion Funds OtherCustodial Funds Total ADDITIONSCollections of Escrow Funds $ 13,648,306 $- $- $- $ 13,648,306Miscellaneous- 295,970 212,847 - 508,817Interest71,751 41,875 113,867 2,826 230,319Net Increase (Decrease) in the Fair Value ofInvestments -- 38,310 - 38,310 Total Additions 13,720,057 337,845 365,024 2,826 14,425,752 DEDUCTIONSPayments of Escrow Funds 13,720,178 --- 13,720,178 Other Payments - 144,481 5,275 - 149,756 Total Deductions 13,720,178 144,481 5,275 -13,869,934Change in Net Position (121) 193,364 359,749 2,826 555,818 NET POSITION (DEFICIT) - OCTOBER 1 (18,759)1,695,641 4,683,803 40,744 6,401,429 NET POSITION (DEFICIT) - SEPTEMBER 30 $(18,880)$1,889,005 $5,043,552 $43,570 $6,957,247 263 (This page intentionally left blank.) 264 B-138 Other Supplemental Information The Other Supplemental Information section includes schedules for the Deepwater Horizon Fund and the U.S. Classic Courthouse. This subsection contains the following schedules: Deepwater Horizon British Petroleum (BP) Settlement Schedule of Receipts and Expenditures of funds related to the Deepwater Horizon Settlement U.S. Classic Courthouse Schedule of Revenues and Expenditures +++ 265 (This page intentionally left blank.) 266 B-139 Deepwater Horizon British Petroleum (BP) Settlement The Deepwater Horizon Capital Improvement Project Fund is used to account for the proceeds and expenditures of a one-time settlement received from BP related to the oil spill in the Gulf of Mexico in the year 2010. 267 (This page intentionally left blank.) 268 B-140 CITY OF TAMPA, FLORIDA OTHER SUPPLEMENTARY INFORMATION SCHEDULE OF RECEIPTS AND EXPENDITURES OFFUNDS RELATED TO THE DEEPWATER HORIZON SETTLEMENT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 AmountReceived in the 2023 Source: City of Tampa Resolution No. 2012-707 Fiscal Year Revenues Earnings on Investments $ 3,976 Total Revenues 3,976 Total $ 3,976 Note: This does not include funds related to the Deepwater Horizon Settlement that are considered Federal awards or State financial assistance. The ongoing results of operations and fund balance related to the Deepwater Horizon Settlement is $179,754. The balance is reported in a capital project fund titled Deepwater Horizon Capital Improvement Projects located on pages 225 and 229 of this report. 269 (This page intentionally left blank.) 270 B-141 U.S. CLASSIC COURTHOUSE The U.S. Classic Courthouse (Courthouse) was conveyed to the City of Tampa on September 23, 2003, under the Historic Surplus Property Program which preserves and reuses Federal Historic Properties. Tampa Hotel Partners, LLC converted the Courthouse into an upscale, nationally branded boutique hotel while maintaining its historic character. Under the requirements of the program, the City is required to provide financial information to the National Park Service for revenue producing property under the Historic Surplus Property Program. 271 (This page intentionally left blank.) 272 B-142 CITY OF TAMPA, FLORIDAU.S. CLASSIC COURTHOUSESCHEDULE OF REVENUES AND EXPENDITURESFOR THE FISCAL YEAR ENDED SEPTEMBER 30,2023Five-Year PeriodPeriod EndedFiscal YearFiscal YearFiscal YearFiscal YearFiscal Year2023-2019 2023 2022 2021 2020 2019 TotalREVENUES Rentals: Rental Billings $ 10,700 $ 10,700 $ 10,800 $ 10,800 $ 10,680 $ 53,680 Interest on Past Due Balance - - - - - - TOTAL REVENUES 10,700 10,700 10,800 10,800 10,680 53,680 EXPENDITURES Administrative and Operations: City Personnel Costs - - - - - - Other - - - - - - TOTAL EXPENDITURES - - - - - - Excess of Revenues over Expenditures $ 10,700 $ 10,700 $ 10,800 $ 10,800 $ 10,680 $ 53,680 U.S. Classic CourthouseThe U.S. Classic Courthouse (Courthouse) was conveyed to the City of Tampa on September 23, 2003, under the Historic Surplus Property Program. OnNovember 19, 2012, the City of Tampa entered into a sixty-one (61) year lease agreement with the Tampa Hotel Partners, LLC to convert the Courthouse into anupscale, nationally branded boutique hotel. The rent for the Courthouse is $10,000 per annum plus sales tax.273 (This page intentionally left blank.) 274B-143 Statistical Section The Statistical Section contains the following documents: Financial Trends Revenue Capacity Debt Capacity Demographic and Economic Information Operating Information 275 (This page intentionally left blank.) 276 B-144 Statistical Section This part of the City of Tampa’s Annual Comprehensive Financial Report presents detailed information as a contextfor understanding what the information in the Financial Statements, Note Disclosures, and Required SupplementaryInformation says about the City’s overall financial health. This information has not been audited by the independentauditor. Contents Page Financial Trends 279 These schedules contain trend information to help the reader understand how the City’s financial performance and well-being have changed over time. Revenue Capacity 285 These schedules contain information to help the reader assess the City’s most significant local revenue source, the property tax. Debt Capacity 290 These schedules present information to help the reader assess the affordability of theCity's current levels of outstanding debt and the City's ability to issue additional debt in the future. Demographic and Economic Information 293 These schedules offer demographic and economic indicators to help the readerunderstand the environment within which the City’s financial activities take place. Operating Information 295 These schedules contain service and infrastructure data to help the reader understand how the information in the City’s financial report relates to the services the City provides and the activities it performs. Sources: Unless otherwise noted, the information in these schedules is derived from the Annual Comprehensive Financial Reports for the relevant year. 277 (This page intentionally left blank.) 278 B-145 CITY OF TAMPA, FLORIDANET POSITION BY COMPONENTLAST TEN FISCAL YEARS(accrual basis of accounting)(in thousands)Fiscal Year2014201520162017201820192020202120222023Governmental Activities Net Investment in Capital Assets $ 777,891 $ 826,720 $ 827,775 $ 810,361 $ 836,684 $ 901,018 $ 946,937 $ 987,550 $ 1,021,040 $ 1,075,231 Restricted 56,820 46,586 39,871 43,253 46,994 64,485 78,522 99,880 41,544 47,062 Unrestricted (Deficit) 46,393 (21,622) (31,166) (28,316) (64,560) (63,197) (75,464) 36,055 98,809 78,239 Total Governmental Activities Net Position $ 881,104 $ 851,684 $ 836,480 $ 825,298 $ 819,118 $ 902,306 $ 949,995 $ 1,123,485 $ 1,161,393 $ 1,200,532 Business-Type Activities Net Investment in Capital Assets $ 814,775 $ 861,298 $ 920,673 $ 954,060 $ 979,296 $ 1,003,750 $ 959,371 $ 960,908 $ 869,177 $ 1,001,665 Restricted 76,454 78,379 63,083 63,013 39,374 40,735 14,688 12,000 12,104 12,301 Unrestricted 230,978 228,242 248,936 255,145 289,542 330,018 422,372 501,016 634,332 572,489 Total Business-Type Activities Net Position $ 1,122,207 $ 1,167,919 $ 1,232,692 $ 1,272,218 $ 1,308,212 $ 1,374,503 $ 1,396,431 $ 1,473,924 $ 1,515,613 $ 1,586,455 Primary Government Net Investment in Capital Assets $ 1,592,666 $ 1,688,018 $ 1,748,448 $ 1,764,421 $ 1,815,980 $ 1,904,768 $ 1,906,308 $ 1,948,458 $ 1,890,217 $ 2,076,896 Restricted 133,274 124,965 102,954 106,266 86,368 105,220 93,210 111,880 53,648 59,363 Unrestricted 277,371 206,620 217,770 226,829 224,982 266,821 346,908 537,071 733,141 650,728 Total Primary Government Net Position $ 2,003,311 $ 2,019,603 $ 2,069,172 $ 2,097,516 $ 2,127,330 $ 2,276,809 $ 2,346,426 $ 2,597,409 $ 2,677,006 $ 2,786,987 Unaudited - see accompanying independent auditors' report.279CITY OF TAMPA, FLORIDACHANGES IN NET POSITIONLAST TEN FISCAL YEARS(accrual basis of accounting)(in thousands)Fiscal YearExpenses2014201520162017201820192020202120222023Governmental Activities: General Government $ 71,422 $ 53,854 $ 107,010 $ 102,215 $ 77,237 $ 62,478 $ 99,632 $ 22,407 $ 164,307 $ 196,951 Public Safety 243,761 257,483 252,218 264,518 271,658 282,563 307,698 287,431 328,865 373,418 Environmental Services 61,299 61,152 61,688 76,348 83,199 82,939 85,128 99,764 106,408 117,462 Economic and Physical Environment 18,912 16,749 20,393 21,847 22,719 23,881 34,272 43,215 45,471 49,946 Culture and Recreation 59,601 59,586 63,070 65,142 68,074 73,211 73,566 73,066 74,664 82,808 Interest on Long-Term Debt 11,456 10,622 10,364 13,877 13,722 15,124 14,180 14,098 16,661 16,298 Total Governmental Activities Expenses 466,451 459,446 514,743 543,947 536,609 540,196 614,476 539,981 736,376 836,883 Business-Type Activities: Water Utility 72,646 74,533 72,769 79,442 86,535 87,022 97,355 96,801 108,449 134,591 Wastewater Utility 89,662 89,776 89,470 106,324 99,172 100,192 108,187 100,635 117,484 135,734 Solid Waste System 67,085 65,849 64,724 64,162 68,168 73,051 80,852 74,197 86,179 98,849 Parking Facilities 15,775 14,409 15,495 15,912 16,245 16,421 17,261 15,462 17,612 22,750 Golf Courses 4,345 4,192 4,509 4,486 4,431 4,508 4,619 4,756 6,167 7,344 Total Business-Type Activities Expenses 249,513 248,759 246,967 270,326 274,551 281,194 308,274 291,851 335,891 399,268 Total Primary Government Expenses $ 715,964 $ 708,205 $ 761,710 $ 814,273 $ 811,160 $ 821,390 $ 922,750 $ 831,832 $ 1,072,267 $ 1,236,151 Program RevenuesGovernmental Activities: Charges for Services: General Government $ 45,693 $ 55,561 $ 60,806 $ 52,123 $ 51,964 $ 55,030 $ 57,633 $ 52,699 $ 61,039 $ 70,297 Public Safety 26,492 54,670 30,378 31,130 35,136 37,091 34,187 36,764 45,148 51,695 Environmental Services 2,891 3,155 1,390 512 2,130 4,643 1,168 5,592 1,999 2,066 Culture and Recreation 14,176 12,377 16,184 20,050 18,492 17,295 8,365 8,389 16,502 19,638 Operating Grants and Contributions 50,984 51,396 48,863 53,119 43,464 46,829 74,382 105,862 126,060 102,466 Capital Grants and Contributions 29,153 30,783 33,333 43,676 65,245 55,948 64,630 60,097 81,952 78,741 Total Governmental Activities Program Revenues 169,389 207,942 190,954 200,610 216,431 216,836 240,365 269,403 332,700 324,903 Business-Type Activities: Charges for Services: Water Utility 98,272 99,107 103,729 110,708 110,369 110,683 122,827 131,594 153,223 177,910 Wastewater Utility 105,788 107,929 109,544 108,985 113,458 118,978 120,900 130,721 141,952 152,332 Solid Waste System 85,717 90,153 97,986 98,193 100,316 102,016 96,431 97,698 105,956 112,857 Parking Facilities 14,887 15,981 17,807 17,933 19,188 20,185 15,212 19,150 26,596 34,260 Golf Courses 2,908 2,625 2,760 2,898 2,984 3,102 2,969 4,175 5,267 6,314 Operating Grants and Contributions - - 3,307 1,242 1,092 764 734 114 2,365 1,499 Capital Grants and Contributions 5,989 5,367 6,381 8,102 6,062 12,254 4,317 12,825 7,767 5,818 Total Business-Type Activities Program Revenues 313,561 321,162 341,514 348,061 353,469 367,982 363,390 396,277 443,126 490,990 Total Primary Government Program Revenues $ 482,950 $ 529,104 $ 532,468 $ 548,671 $ 569,900 $ 584,818 $ 603,755 $ 665,680 $ 775,826 $ 815,893 280B-146 CITY OF TAMPA, FLORIDACHANGES IN NET POSITION (Continued)LAST TEN FISCAL YEARS(accrual basis of accounting)(in thousands)Fiscal Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Net (Expense) Revenue:Governmental Activities $ (297,062) $ (251,504) $ (323,789) $ (343,336) $ (320,177) $ (323,359) $ (374,111) $ (270,577) $ (403,676) $ (511,980)Business-Type Activities 64,048 72,405 94,547 77,735 78,917 86,787 55,116 104,427 107,235 91,722 Total Primary Government Net Expense $ (233,014) $ (179,099) $ (229,242) $ (265,601) $ (265,601) $ (236,572) $ (318,995) $ (166,150) $ (296,441) $ (420,258)General Revenues and Other Changes in Net PositionGovernmental Activities: Taxes Property Taxes $ 124,343 $ 132,797 $ 144,375 $ 155,467 $ 183,533 $ 202,658 $ 221,010 $ 241,271 $ 261,361 $ 301,706 Business Taxes 1 10,233 10,060 10,301 10,423 10,539 10,553 10,787 10,987 11,192 11,174 Transportation Tax 2 - - - - - 20,336 29,658 7,847 - - Local Option Resort Tax 1,447 166 2,507 1,773 2,559 2,166 2,042 2,000 2,000 2,000 Communications Services Tax 20,531 18,759 18,465 17,904 18,445 17,165 16,807 16,791 16,547 17,276 Sales Taxes 42,742 45,592 48,565 50,213 52,895 55,723 50,189 60,723 72,889 75,614 Utility Taxes 39,105 39,167 40,214 41,218 42,272 42,382 42,301 43,740 49,774 56,150 Motor Fuel Taxes 9,876 10,393 10,723 11,022 11,141 11,367 12,012 12,443 12,872 13,045 Investment Earnings (Loss) 924 2,080 1,116 2,997 2,922 8,963 1,834 8,793 (26,717) 29,675 Gain on Disposal of Capital Assets - - - - - - - 3,603 204 - Transfers In 31,271 28,871 32,319 41,136 34,443 35,234 35,159 35,870 41,461 44,479 Total Governmental Activities 280,472 287,885 308,585 332,153 358,749 406,547 421,799 444,068 441,583 551,119 Business-Type Activities: Investment Earnings 656 3,537 1,857 2,177 1,696 8,470 1,095 8,274 (24,153) 22,996 Gain on Disposal of Capital Assets 317 - 687 750 856 6,267 875 663 69 602 Transfers Out(31,271) (28,871) (32,319) (41,136) (34,443) (35,234) (35,159) (35,870) (41,461) (44,479)Total Business-Type Activities(30,298)(25,334)(29,775)(38,209)(31,891)(20,497)(33,189)(26,933)(65,545)(20,881)Total Primary Government $ 250,174 $ 262,551 $ 278,810 $ 293,944 $ 326,858 $ 386,050 $ 388,610 $ 417,135 $ 376,038 $ 530,238 Change in Net PositionGovernmental Activities $ (16,590) $ 36,381 $ (15,204) $ (11,183) $ 38,572 $ 83,188 $ 47,688 $ 173,491 $ 37,907 $ 39,139 Business-Type Activities 33,750 47,071 64,772 39,526 47,026 66,290 21,927 77,494 41,690 70,841 Total Primary Government $ 17,160 $ 83,452 $ 49,568 $ 28,343 $ 85,598 $ 149,478 $ 69,615 $ 250,985 $ 79,597 $ 109,980 1. In FY2014, the taxes includes Occupational Licenses/Business Tax revenues which were reported in the Licenses and Permits totals in the previous fiscal years.2. In FY2019, a one (1) percent transportation sales tax was passed and collected until February 2021 (FY2021), when the Florida Supreme Court ruled the tax unconstitutional. In FY2022, the funds were returned to Hillsborough County.Unaudited - see accompanying independent auditors' report.281CITY OF TAMPA, FLORIDAFUND BALANCES OF GOVERNMENTAL FUNDSLAST TEN FISCAL YEARS(accrual basis of accounting)(in thousands)Fiscal Year2014201520162017201820192020202120222023General Fund Non-Spendable $ 700 $ 759 $ 302 $ 344 $ 384 $ 395 $ 509 $ 632 $ 614 $ 835 Restricted 207 - - - - - - - - - Committed 199 101 717 210 80 415 239 - 683 7,374 Assigned 21,867 21,257 27,423 22,760 27,460 27,660 32,047 40,580 41,441 44,157 Unassigned 39,234 35,855 88,848 89,848 96,387 106,423 120,391 124,477 127,497 137,000 Total General Fund $ 62,207 $ 57,972 $ 117,290 $ 113,162 $ 124,311 $ 134,893 $ 153,186 $ 165,689 $ 170,235 $ 189,366 Non-Ad Valorem Bond Capital Project Funds (3)Restricted $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 5,321 Total Non-Ad Valorem Bond Capital Fund $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 5,321 Utilities Services Tax Special Revenue Fund (1) Restricted $ 47,439 $ 51,121 $ 51,121 $ - $ - $ - $ - $ - $ - $ - Total Utilities Services Tax Special Revenue Fund $ 47,439 $ 51,121 $ 51,121 $ - $ - $ - $ - $ - $ - $ - Community Redevelopment Agency Special Revenue Fund (2) Restricted $ 6,912 $ 7,658 $ 18,591 $ 29,091 $ 39,438 $ 51,133 $ - $ - $ - $ - Total Community Redevelopment Agency $ 6,912 $ 7,658 $ 18,591 $ 29,091 $ 39,438 $ 51,133 $ - $ - $ - $ - All Other Governmental Funds Non-Spendable $ - $ - $ - $ 250 $ 290 $ 311 $ 346 $ 302 $ 346 $ 442 Restricted 97,724 86,272 155,441 142,265 182,045 190,070 266,511 326,799 392,820 334,623 Committed 5,011 5,522 5,970 5,496 6,716 10,229 11,359 10,777 11,799 12,529 Unassigned(1,277) (16,504) - (1,967) - - (962) - (887) (755)Total all Other Governmental Funds $ 101,458 $ 75,290 $ 161,411 $ 146,044 $ 189,051 $ 200,610 $ 277,254 $ 337,878 $ 404,079 $ 346,839 (1) Beginning in FY2016, the Utilities Services Tax Special Revenue Fund's Fund Balance is combined with the General Fund's Unassigned Fund Balance. (2) Beginning in FY2020, the Community Redevelopment Agency fund is no longer reported as a major governmental fund; the fund balance is included in the Other GovernmentalFunds. (3) Beginning in FY2023, the Non-Ad Valorem Bond Capital Project Fund was classified as a Major Fund and was broken out from the Other Governmental Funds. Unaudited - see accompanying independent auditors' report.282B-147 CITY OF TAMPA, FLORIDACHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDSLAST TEN FISCAL YEARS(modified accrual basis of accounting)(in thousands)Fiscal Year2014201520162017201820192020202120222023RevenuesTaxes (1) $ 221,093 $ 228,291 $ 244,532 $ 256,522 $ 288,507 $ 328,129 $ 350,184 $ 355,908 $ 379,671 $ 428,719 Special Assessments 6,205 6,365 14,436 24,209 26,665 29,312 31,159 33,561 35,665 37,572 Intergovernmental 100,480 104,608 98,040 101,762 127,114 124,278 162,463 186,675 197,190 230,409 Transportation Impact Fees 1,733 1,835 1,918 1,952 3,278 5,312 3,668 6,495 3,155 4,066 Licenses and Permits 41,173 43,365 45,067 43,492 45,908 49,289 47,161 49,122 59,784 65,824 Charges for Services 38,932 44,807 53,554 52,128 52,777 54,688 46,591 47,064 54,961 68,315 Fines and Forfeitures 7,346 34,857 7,672 8,131 8,636 9,549 7,070 7,109 8,976 9,049 Earnings (Loss) on Investments 923 2,080 1,116 2,997 2,922 8,963 1,834 8,793 (26,717) 29,675 Contributions and Donations 606 979 805 400 2,964 691 2,040 3,674 1,374 205 TOTAL REVENUES 418,491 467,187 467,140 491,593 558,771 610,211 652,170 698,401 714,059 873,834 ExpendituresPublic Safety 230,519 233,969 238,869 254,147 261,089 267,195 281,526 305,783 324,331 359,312 Culture and Recreation 44,079 45,082 48,040 50,315 52,052 55,353 53,724 57,788 61,350 68,405 Environmental Services 36,807 35,565 32,716 45,150 50,090 46,273 47,169 69,185 70,881 78,894 General Government Services 62,359 75,194 74,823 75,950 81,547 92,202 94,006 87,707 163,616 116,939 Economic and Physical Environment 18,322 17,078 20,267 22,530 23,173 23,908 31,183 43,904 46,596 48,996 Debt Service: Principal 26,277 26,819 13,837 16,975 53,445 30,165 27,535 20,694 31,867 42,358 Interest 11,457 10,622 10,364 13,877 13,722 15,125 14,180 14,098 18,257 18,406 Issuance of Debt Costs - 301 814 - 798 - 141 238 1,958 4 Capital Outlay 70,945 76,090 65,941 79,472 87,987 77,975 87,126 103,623 127,675 204,352 TOTAL EXPENDITURES 500,765 520,720 505,671 558,416 623,903 608,196 636,590 703,020 846,531 937,666 Excess (Deficiency) of Revenues Over (Under) Expenditures(82,274)(53,533)(38,531)(66,823)(65,132) 2,015 15,580 (4,619)(132,472)(63,832)283CITY OF TAMPA, FLORIDACHANGES IN FUND BALANCE OF GOVERNMENTAL FUNDS (Continued)LAST TEN FISCAL YEARS(modified accrual basis of accounting)(in thousands)Fiscal Year2014201520162017201820192020202120222023Other Financing Sources (Uses)Issuance and Refunding of Debt $ - $ 36,880 $ 121,875 $ 20,000 $ 135,647 $ 1,500 $ 58,539 $ 65,556 $ 185,255 $ - Bond Issuance Premium (Discounts), Net - 3,902 9,473 - 13,222 - - 3,132 12,702 - Payment to Refunded Bond Escrow Agent - (40,246) (17,229) - (45,725) - (58,392) (18,640) (25,030) - Sale of Capital Assets 1,946 1,338 1,656 2,280 1,161 1,366 705 958 1,006 769 Finance Purchases (2) - - - - - - - - 772 1,744 Capital Leases - - 608 784 33 556 719 494 - - Transfers In 144,106 147,527 102,378 137,734 152,301 123,457 123,177 133,383 176,494 156,876 Transfers Out(112,775) (122,023) (74,980) (102,969) (127,004) (95,060) (96,523) (107,137) (147,981) (128,345)Total Other Financing Sources 33,277 27,378 143,781 57,829 129,635 31,819 28,225 77,746 203,218 31,044 Net Change in Fund Balances $ (48,997) $ (25,974) $ 105,250 $ (8,994) $ 64,503 $ 33,834 $ 43,805 $ 73,127 $ 70,746 $ (32,788)Debt Service as a Percentage of Noncapital Expenditures8.8% 8.5% 5.7% 6.4% 12.5% 8.5% 7.6% 5.8% 7.2% 8.3% (1) In FY2014, the Taxes includes Occupational Licenses/Business Tax revenues which were reported in the Licenses and Permits totals in the previous fiscal years. (2) In FY2022, the City implemented GASB Statement No. 87, Leases, and in FY2023, GASB Statement No. 96, Subscription-Based Information Technology Arrangements (SBITA) was implemented. Unaudited - see accompanying auditors' report.284B-148 CITY OF TAMPA, FLORIDAGOVERNMENTAL ACTIVITIES TAX REVENUES BY SOURCELAST TEN FISCAL YEARS(modified accrual basis of accounting)(in thousands)FiscalYearPropertyTaxBusiness Tax TransportationTax (1)CommunityInvestmentTax MiscellaneousSalesTaxLocalOptionResort TaxMotorFuelTaxUtilityTaxCommunicationsServices TaxTotal2014$ 124,244 $ 10,233 $ - $ 15,558 $ 99 $ 1,447 $ 9,876 $ 39,105 $ 20,531 $ 221,093 2015 133,027 10,060 - 16,639 80 166 10,393 39,167 18,759 228,291 2016 144,295 10,301 - 17,935 92 2,507 10,723 40,214 18,465 244,532 2017 155,432 10,423 - 18,651 98 1,773 11,022 41,218 17,904 256,521 2018 183,641 10,539 - 19,807 102 2,559 11,141 42,272 18,445 288,506 2019 202,879 10,553 20,336 21,162 119 2,166 11,367 42,382 17,165 328,129 2020 221,010 10,787 29,658 17,142 160 2,042 10,277 42,301 16,807 350,184 2021 241,271 10,987 7,847 22,279 180 2,000 10,811 43,740 16,791 355,906 2022 261,361 11,192 - 27,563 169 2,000 11,065 49,774 16,547 379,671 2023 301,706 11,175 - 29,164 176 2,000 11,072 56,150 17,276 428,719 (1) In FY2019, a one (1) percent transportation sales tax was passed and collected until February 2021 (FY2021), when the Florida Supreme Court ruled the tax unconstitutional. In FY2022, the funds were returned to Hillsborough County.Unaudited - see accompanying independent auditors' report.285 CITY OF TAMPA, FLORIDAASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTYLAST TEN FISCAL YEARS(in thousands)Real Property (1)Personal and Other Property (1)TotalFiscalYearTaxRollYearTaxableValueExemptionsEstimatedActualValue*TaxableValueExemptionsEstimatedActualValue*TaxableValueExemptionsEstimatedActualValue*DirectTaxRateAssessedValue as aPercentageofEstimatedActualValue 2014 2013 $ 20,083,413 $ 7,363,735 $ 27,447,148 $ 2,300,056 $ 1,681,463 $ 3,981,519 $ 22,383,469 $ 9,045,198 $ 31,428,667 5.733 71.2 % 2015 2014 21,443,974 7,495,116 28,939,090 2,540,865 1,761,768 4,302,633 23,984,839 9,256,884 33,241,723 5.733 72.2 2016 2015 23,498,738 7,812,576 31,311,314 2,514,371 1,754,067 4,268,438 26,013,109 9,566,643 35,579,752 5.733 73.1 2017 2016 25,663,788 8,227,034 33,890,822 2,415,644 1,740,295 4,155,939 28,079,433 9,967,329 38,046,762 5.733 73.8 2018 2017 28,125,090 8,764,357 36,889,447 2,541,033 1,750,627 4,291,660 30,666,124 10,514,984 41,181,108 6.208 74.5 2019 2018 31,122,072 9,371,528 40,493,600 2,716,910 1,764,736 4,481,646 33,838,983 11,136,264 44,975,247 6.208 75.2 2020 2019 34,036,825 10,066,860 44,103,685 2,887,851 1,742,000 4,629,851 36,924,677 11,808,860 48,733,537 6.208 75.8 2021 2020 37,327,211 10,682,220 48,009,431 2,972,551 1,628,166 4,600,717 40,299,762 12,310,386 52,610,148 6.208 76.6 2022 2021 40,688,162 11,342,238 52,030,400 2,992,767 1,647,766 4,640,533 43,680,929 12,990,004 56,670,933 6.208 77.1 2023 2022 47,245,189 12,435,079 59,680,268 3,155,618 1,740,275 4,895,893 50,400,807 14,175,354 64,576,161 6.208 78.0 * Per State of Florida Statutes, property is assessed at "just value" which should approximate actual value.Data Source:(1) Property Appraiser, Hillsborough County.Unaudited - see accompanying independent auditors' report.286B-149 CITY OF TAMPA, FLORIDAPROPERTY TAX RATES (MILLAGE)DIRECT AND OVERLAPPING GOVERNMENTSLAST TEN FISCAL YEARSOverlapping RatesFiscal Tax Roll City of TampaHistoricHillsboroughHillsboroughCountyHillsboroughTransitTotalDirect &OverlappingYear Year Tampa StreetcarCounty School District AuthorityRates 2014 2013 5.733 0.33 6.836 7.690 0.50 21.089 2015 2014 5.733 0.33 6.784 7.353 0.50 20.700 2016 2015 5.733 0.33 6.755 7.247 0.50 20.565 2017 2016 5.733 0.33 6.728 6.906 0.50 20.197 2018 2017 6.208 0.33 6.693 6.596 0.50 20.327 2019 2018 6.208 0.33 6.661 6.414 0.50 20.113 2020 2019 6.208 0.33 6.635 6.129 0.50 19.802 2021 2020 6.208 0.33 6.616 5.967 0.50 19.621 2022 2021 6.208 0.33 6.597 5.849 0.50 19.484 2023 2022 6.208 0.33 6.560 5.487 0.50 19.085 Data Source: Property Appraiser, Hillsborough County. Unaudited - see accompanying independent auditors' report.287 CITY OF TAMPA, FLORIDAPRINCIPAL PROPERTY TAXPAYERSCURRENT YEAR AND NINE YEARS AGO(in thousands)2023*2014PercentagePercentageof Totalof TotalTaxesTaxesTaxesTaxesTaxpayerLevied Rank LeviedLevied Rank LeviedTampa Electric Company $ 54,912 1 1.81 % $ 41,735 1 2.60 %Hillsborough County Aviation Authority 20,109 2 0.66 10,967 3 0.68 Highwoods/Florida Holdings LP 8,886 3 0.29 4,281 9 0.27 Post Apartment Homes LP 7,933 4 0.26 5,227 5 0.33 Mosaic Company 7,828 5 0.26 3,948 10 0.25 Amazon.com 7,597 6 0.25 Eastgroup Properties 5,978 7 0.20 Wal-Mart 5,892 8 0.19 Frontier Communications 5,789 9 0.19 Metwest International 5,025 10 0.17 Verizon Communications 15,383 2 0.96 Camden Operating LP 5,379 4 0.34 Westfield 4,917 6 0.31 Liberty Property 4,308 7 0.27 Metropolitan Life Insurance Company 4,300 8 0.27 $ 129,949 4.28 % $ 100,445 6.28 %*Note: Data presented is for Hillsborough County as of 2022 as 2023 is not available.Source: Office of the Tax Collector, Hillsborough County.Unaudited - see accompanying independent auditors' report.288B-150 CITY OF TAMPAPROPERTY TAX LEVIES AND COLLECTIONSLAST TEN FISCAL YEARS(in thousands) Fiscal Year TaxRollYearTotal Tax Levy(1)Current TaxCollectionsPercent ofLevyCollectedDelinquentTaxCollectionsTotal TaxCollectionsTotalCollections asPercent ofCurrent LevyOutstandingDelinquentTaxes (1)OutstandingDelinquentTaxes asPercent ofCurrent Levy 2014 2013 $ 129,045 $ 123,715 95.87 % $ 529 $ 124,244 96.28 % $ 1,683 1.30 % 2015 2014 138,056 132,654 96.09 373 133,027 96.36 509 0.37 2016 2015 149,922 143,836 95.94 459 144,295 96.25 416 0.28 2017 2016 161,328 155,162 96.18 270 155,432 96.35 508 0.31 2018 2017 191,080 183,443 96.00 199 183,642 96.11 564 0.30 2019 2018 211,011 202,502 95.97 377 202,879 96.15 507 0.24 2020 2019 230,175 220,793 95.92 217 221,010 96.02 666 0.29 2021 2020 250,930 241,084 96.08 186 241,270 96.15 699 0.28 2022 2021 271,749 261,187 96.11 175 261,362 96.18 672 0.25 2023 2022 314,241 301,465 95.93 241 301,706 96.01 739 0.24 Data Source:(1) Office of Tax Collector, Hillsborough County.Unaudited – see accompanying independent auditors’ report.289 CITY OF TAMPA, FLORIDARATIOS OF OUTSTANDING DEBT BY TYPELAST TEN FISCAL YEARS(in thousands, except per capita income)Governmental ActivitiesBusiness-Type ActivitiesRevenue-HUDLeasesRevenue-StateLeases, SBITA, Total PercentageOutstandingFiscal backed Section 108 and Finance backed Revolving and Finance Primary of Personal Per Capita Total DebtYear (3) Bonds Loan/Notes Purchases (4) BondsLoans Purchases (4) Government (2) IncomeIncome (1) Per Capita 2014 $ 332,830 $ 33,298 $ 2,259 $ 329,840 $ 32,351 $ 1,335 $ 319,137 4.95 % $ 41,902 $ 2.07 2015 306,719 28,315 1,930 326,127 26,709 - 689,800 4.43 43,435 1.93 2016 371,270 53,845 2,056 311,971 22,321 - 761,463 4.61 43,803 2.02 2017 362,443 69,240 1,373 284,607 19,227 - 736,890 4.28 44,709 1.91 2018 446,254 34,240 918 254,526 17,288 - 753,226 4.08 47,000 1.92 2019 424,734 27,255 891 231,975 23,090 182 708,127 3.66 48,452 1.77 2020 339,194 77,069 3,980 529,976 21,040 138 971,397 4.87 51,848 2.52 2021 328,226 118,685 3,291 516,559 23,542 4 990,307 4.40 58,140 2.56 2022 506,298 88,655 7,321 853,720 22,215 122 1,478,331 6.24 59,515 3.71 2023 479,474 83,624 20,435 837,860 20,614 578 1,442,585 Unavailable N/A N/A Data Source:(1) Bureau of Economic Analysis: Regional Economic Information System.(2) FY2016 numbers have been updated to include the related premium and/or discount. Fiscal years 2015 and 2016, Revenue-backed Bonds are reported net of related premiums, discounts, and adjustments.(3) The FY2019 and FY2020 Revenue-backed Bonds for the Governmental and Business-Type Activities were updated to agree to footnote 11 Long-Term Obligations and Deferred Items.(4) Beginning FY2022, as a result of implementing GASB Statement No. 87, Leases, changes were made in how leases were determined and categorized. Fiscal years 2014 through 2021 leases were categorized as Capital Leases. Beginning FY2023, GASB Statement No. 96, Subscription-Based Information Technology Arrangements (SBITA) was included.Unaudited - see accompanying independent auditors' report.290B-151 CITY OF TAMPA, FLORIDADIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBTSEPTEMBER 30, 2023(in thousands)LeasesPercentageGeneralRevenueNotesand of DebtShareObligation Backedand Finance Direct Overlapping Applicable toofBondsBondsLoans Purchases DebtDebtCity of TampaDebtCity of Tampa $ - $ 479,474 $ 83,624 $ 20,435 $ 583,533 $ - * 100.00 % $ 583,533 Hillsborough County 150,480 - - - - 150,480 (1) 36.00 54,174 Hillsborough County School Board - - - - - - (2) - - Total Overlapping Debt $ 637,707 (3)* The City of Tampa has no bonded debt supported by property taxes; all bonds are tied to specific revenue sources.Data Sources:(1) Clerk of Circuit Court, Hillsborough County. Supported by 0.0604 mill levy.(2) School Board of Hillsborough County. Supported by 0.0000 mill levy.(3) The total Overlapping Debt is calculated by multiplying the City of Tampa's Percentage of Debt by the total Net Debt Outstanding in Hillsborough County.Unaudited - see accompanying independent auditors' report.291CITY OF TAMPA, FLORIDALEGAL DEBT MARGIN INFORMATIONLAST TEN FISCAL YEARS(in thousands)Fiscal Year2014201520162017201820192020202120222023Debt Limit (1) $ 3,357,520 $ 3,597,726 $ 3,901,967 $ 4,211,915 $ 4,599,914 $ 5,075,847 $ 5,538,701 $ 6,044,964 $ 6,552,139 $ 7,560,121 Total Debt Applicableto Limit - - - - - - - - - - Legal Debt Margin $ 3,357,520 $ 3,597,726 $ 3,901,967 $ 4,211,915 $ 4,599,914 $ 5,075,847 $ 5,538,701 $ 6,044,964 $ 6,552,139 $ 7,560,121 (1) According to City ordinance, the City's total outstanding general obligation debt should not exceed 15 percent of total assessed property value as determined by the Hillsborough County Property Appraiser.Unaudited - see accompanying independent auditors' report.292B-152 (This page intentionally left blank.) CITY OF TAMPA, FLORIDA DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Personal Income Calendar (in thousands) Per Capita School Unemployment MedianYear Population (1) (2)**Income (2)** Enrollment (3)** Percentage (5)** Age (4)**2013 352,957 $ 52,541,062 $ 40,680 193,805 7.0 % 35.1 2014 358,699 55,155,924 41,902 196,162 5.8 35.1 2015 369,075 58,596,262 43,435 202,091 5.0 36.4 2016 377,165 60,283,900 43,803 200,441 4.4 35.1 2017 385,430 62,976,126 44,709 210,070 3.3 35.1 2018 392,890 67,533,935 47,000 222,716 2.9 35.6 2019 399,700 71,319,751 48,452 212,632 5.7 35.7 2020 384,959 77,665,624 51,848 220,611 3.4 35.7 2021 387,050 85,942,006 58,140 208,712 2.7 35.9 2022 398,173 90,064,452 59,515 216,461 2.6 35.9 * * Data presented is for Hillsborough County. Data Sources: (1) 2012 - 2017 U.S. Census Bureau Fact Finder; all other years-Hillsborough County City-County Planning Commission.(2) My Florida - Labor Market Statistics: Local Area Unemployment Statistics (LAUS); Per Capita Income and Personal Income derived from Bureau of Economic Analysis: Regional Economic Information System.(3) Hillsborough County Public Schools.(4) US Census Bureau Fact Finder.(5) 2013 - 2019 My Florida - Labor Market Statistics: Local Area Unemployment Statistics (LAUS); all other years-Federal Reserve Economic Data (FRED). Unaudited - see accompanying independent auditors' report. 293 B-153 (This page intentionally left blank.) CITY OF TAMPA, FLORIDAPRINCIPAL EMPLOYERSCURRENT YEAR AND NINE YEARS AGO20232014EmployerEmployeesRankPercentage ofTotal CityEmploymentEmployeesRankPercentage ofTotal CityEmploymentState of Florida 34,700 1 4.31 % - - %MacDill Air Force Base 31,000 2 3.85 14,500 2 2.29 Baycare Health System 29,402 3 3.65 - - Publix Super Markets Inc. 27,000 4 3.36 6,964 5 1.10 Hillsborough County School District 23,750 5 2.95 26,000 1 4.10 University of South Florida 16,277 6 1.95 11,269 3 1.78 HCA West Florida Division 15,000 7 2.10 3,500 9 0.55 Advent Health West Florida Division 15,000 8 1.49 - - Hillsborough County 11,073 9 1.38 10,268 4 1.62 Citigroup 8,400 10 1.04 - - Tampa General Hospital 6,900 6 1.09 Saint Joseph's Hospital 4,927 7 0.78 City of Tampa 4,118 8 0.65 U.S. Postal Service 3,285 10 0.52 211,602 26.08 % 91,731 14.48 %Data Sources:Hillsborough County Public Schools, MacDill Air Force Base, Hillsborough County Government, Hillsborough County City-County PlanningCommission, University of South Florida, Tampa Electric Company, Tampa Bay Business Journal.Note: Employee numbers are at the regional or county level.Unaudited - see accompanying independent auditors' report. 294B-154 CITY OF TAMPA, FLORIDA FULL-TIME EQUIVALENT CITY EMPLOYEES BY FUNCTION LAST TEN FISCAL YEARS 2014 2015 2016 2017 2018 2019 2020 (1) 2021 2022 2023 Function General Government 431 374 364 371 381 382 390 383 381 403 Public Safety Police Officers 983 932 939 934 943 935 911 928 986 959 Civilians 223 263 252 268 256 251 269 240 272 239 Fire Firefighters 618 613 602 569 661 669 691 681 699 742 Civilians 30 30 52 77 40 47 46 52 61 58 Neighborhood Community Affairs - - - - - - 568 547 494 511 Neighborhood Empowerment 53 92 100 94 96 96 - - - - Logistics & Asset Management Admin. - - - - - - 1 1 1 2 Environmental Services 304 324 368 329 357 417 - - - - Development & Economic Opportunity - - - - - - 138 140 164 169 Infrastructure Services - - - - - - 107 119 118 131 Infrastructure & Mobility - - - - - - 216 142 139 151 Community Redevelopment Agency - - - - - - 10 10 12 14 Stormwater - - - - - - 64 97 96 95 Contract Administration - - - - - - 77 75 80 79 Economic and Physical Environment 115 118 74 145 135 83 - - - - Convention Center & Tourism - - - - - - 44 42 43 43 Culture and Recreation 478 417 427 434 448 455 - - - - Water Utility 274 288 272 281 278 286 306 318 302 316 Wastewater Utility 294 295 292 293 299 292 292 299 290 298 Solid Waste System 185 187 181 194 190 191 204 249 269 269 Parking Facilities 78 67 66 64 64 64 67 59 66 69 Fleet Maintenance 52 52 51 52 55 60 - - - - Total 4,118 4,052 4,040 4,105 4,203 4,228 4,401 4,382 4,473 4,548 (1) In 2020, there was a reorganization of the City of Tampa Departments. Unaudited - see accompanying independent auditors' report. 295 CITY OF TAMPA, FLORIDA OPERATING INDICATORS BY FUNCTION LAST TEN FISCAL YEARS Fiscal Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Function Public Safety Police2 Number of Arrests3 46,911 38,108 31,033 26,738 20,413 16,646 16,827 16,804 17,854 13,607 Calls Answered 678,080 640,639 589,449 557,605 658,379 664,821 613,855 499,731 469,918 495,242 Fire Calls Answered 77,441 84,545 86,985 90,700 85,654 83,620 81,004 88,581 90,977 92,448 Inspections 16,669 8,794 6,324 12,419 15,140 14,301 15,295 16,935 22,082 19,672 Code Enforcement Inspections 67,338 45,523 40,568 41,875 43,166 44,362 32,930 35,252 39,302 44,387 Public Works Street Resurfacing (miles) 76 144 36 35 23 53 47 35 49 43 Curb Miles Swept 22,182 23,732 29,048 26,443 22,717 21,372 22,581 25,667 25,063 27,352 Potholes Repaired 12,701 9,780 8,069 6,960 7,798 9,063 5,875 7,199 6,399 6,608 Culture and Recreation Convention Center Attendance/Day 2,915 1,598 1,177 1,408 1,207 1,120 1,119 928 1,302 2,004 Recreation Center Admissions 337,080 380,027 405,681 468,518 414,614 448,687 207,038 158,757 332,597 357,094 Water Utility New Connections 1,498 1,195 1,848 97 1,045 8601 1,135 1,699 911 1,179 Hillsborough River Water use Permit (millions of gallons) 82 82 82 82 82 82 82 82 82 82 Average Daily Consumption used (millions of gallons) 60 74 72 63 70 69 71 73 71 73 Wastewater Utility Average Daily Treatment (millions of gallons) 59 64 57 57 57 60 56 60 60 57 Solid Waste System Refuse Collected (tons/day) 1,095 1,093 1,070 1,192 1,216 1,259 1,229 1,227 1,186 1,236 Recyclables Collected (tons/day) 107 106 177 167 64 48 46 70 82 80 Parking Facilities Hourly Customers/Day 4,174 3,898 4,355 3,463 3,615 3,744 2,235 1,977 3,036 3,806 Citations Issued 68,156 62,328 68,693 66,842 70,111 66,466 52,471 87,826 90,686 93,440 Marina Slips Rented Per Day 48 52 48 48 48 48 48 48 48 48 (1) Represents last 11 months of 2019 only due to the change in billing systems.(2) Starting in FY2023, the Police statistics are shown on an annual basis.(3) In FY2023, the function name Physical Arrests was changed to Number of Arrests to better match the nature of the statistic. Sources: Various city departments. Note: Indicators are not available for the general government and economic environment functions. Unaudited - see accompanying independent auditors' report. 296 B-155 CITY OF TAMPA, FLORIDACAPITAL ASSET STATISTICS BY FUNCTIONLAST TEN FISCAL YEARS Fiscal Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Function Public Safety Police Vehicle Patrol Units 771 771 771 771 771 771 771 770 771 765 Airplanes and Helicopters 4 3 3 3 3 3 3 3 3 3 Boats 6 6 6 6 7 7 7 7 8 9 Fire Stations 22 22 22 22 22 23 23 23 24 24 Boats (2) 5 5 5 5 5 5 5 5 5 5 Public Works Streets (miles) (3) 1,711 1,762 1,789 1,239 1,239 1,219 1,224 1,235 1,235 1,235 Streetlights 44,941 46,460 49,337 51,179 51,380 41,466 46,634 59,123 59,234 59,234 Traffic Signals 576 576 578 579 581 581 584 587 595 595 Culture and Recreation Parks Acreage 3,547 3,547 3,547 3,547 3,547 3,547 3,548 3,548 3,238 2,628 Parks 178 178 178 178 178 178 179 179 191 191 Athletic Fields and Playgrounds 398 399 399 399 397 397 397 397 439 417 Swimming Pools 14 14 12 12 12 12 12 12 12 12 Community Centers 27 27 28 28 31 31 31 31 31 42 Water Utility Water Mains (miles) 2,203 2,181 2,164 2,159 2,160 2,154 2,154 2,162 2,159 2,293 Fire Hydrants 13,976 14,040 14,094 14,182 14,273 14,584 14,651 14,757 15,116 15,329 Maximum Daily Capacity (millions of gallons) 160 160 160 160 160 160 160 160 160 160 Wastewater Utility Wastewater Mains (miles) 1,891 1,891 1,891 1,890 1,896 1,906 1,515 1,527 1,540 1,540 Pumping Stations 224 225 226 227 232 226 226 227 227 228 Maximum Daily Capacity (millions of gallons) 96 96 96 96 96 96 96 96 96 96 Solid Waste System Collection Trucks 137 137 136 136 137 137 137 137 136 137 Parking Facilities (1) Garage Spaces 9,368 9,368 9,368 9,368 9,368 9,368 9,367 9,728 9,728 9,728 Signage Control Spaces 540 495 555 555 505 573 562 600 600 600 On-Street Metered Spaces 1,648 1,792 1,688 1,767 1,876 1,713 1,797 1,800 1,800 1,800 Off-Street Non-Garage Spaces 1,979 2,062 2,062 1,976 2,296 2,296 2,502 2,540 2,540 2,540 Marina Boat Slips 48 52 48 48 48 48 48 48 48 48 Golf Courses Number of Courses 3 3 3 3 3 3 3 3 3 3 (1) In 2018, the Parking Facilities Signage Control Spaces, On-Street Metered Spaces, and Off-Street Non-Garage Spaces were updated for 2016. (2) In 2017, information for Fire Boats was added to include the nine (9) years prior. (3) In years prior to 2017, Streets (miles) under Public Works were calculated to included Florida Department of Transportation, County and Private Roads. Sources: Various city departments. Note: Indicators are not available for the general government function. Unaudited - see accompanying independent auditors' report. 297 (This page intentionally left blank.) 298 B-156 Continuing Disclosure Section The Continuing Disclosure Section contains the following documents: Sales Tax Bonds – Community Investment Tax Utilities Services Tax Revenue Bonds Non-Ad Valorem Revenue Bonds, Tampa Sports Authority Special Purpose Bonds, and Gulf Breeze Loan Special Assessment Revenue Bonds Water and Sewer Systems Revenue Bonds 299 (This page intentionally left blank.) 300 B-157 Continuing Disclosure Section This part of the City of Tampa’s Annual Comprehensive Financial Report presents detailed information in accordance with continuing disclosure requirements applicable to the various bond issuances. This information has not been audited by the independent auditor. Contents PageSales Tax Bonds - Community Investment Tax Historical Community Investment Tax Collections and Distributions 303 Distribution Percentage of Net Surtax 304 State Sales Tax Collections in Hillsborough County 305 Debt Service Coverage 306 Utilities Services Tax Revenue Bonds Historical Coverage of Debt Service by Utilities Services Tax Revenues 307 Historical Utilities Services Tax Receipts by Category 308 Non-Ad Valorem Revenue Bonds, Tampa Sports Authority Special Purpose Bonds, and Gulf Breeze Loan Non-Ad Valorem Revenues 309 Parking Capacity of the Parking System 312 Revenues and Expenditures - All Governmental Funds 313 Sustainable Bonds Annual Impact Report 316 Debt Service Schedule for Non-Ad Valorem Revenue Obligations 317 Special Assessment Revenue Bonds Central and Lower Basin Improvement Area Cash Flows and Debt Service Coverage 318 Central and Lower Basin Improvement Area Parcel and Equivalent Stormwater Units (ESUs) 319 Top Twenty Central and Lower Basin Improvement Area Properties Based on Stormwater Assessment Revenues 320 Central and Lower Basin Improvement Area Historical ESU Growth 321 Green Bonds Annual Impact Report 322 Special Assessment Revenue Bonds Ad Valorem Tax Levies 323 Water and Sewer Systems Revenue Bonds Historical Coverage of Debt Service by Water and Sewer Systems Revenues 324 Summary of Projected Funding Sources for Capital Projects 326 Green Bonds Annual Impact Report 327 Ten Largest Customers of the Water System 333 Ten Largest Customers of the Wastewater System 334 Existing Monthly Water and Wastewater Rates 335 Existing Reclaimed Water Fees 340 Water Application and Meter Installation Fees 340 Water Meter Connection Fees 341 Customer Deposits for Water and Sewer Service 342 Water and Wastewater Capacity Fees 343 Miscellaneous Fees and Charges 344 Rate Comparisons 346 Sources Unless otherwise noted, the information in these schedules is derived from the Annual Comprehensive Financial Reportsfor the relevant year. 301 (This page intentionally left blank.) 302 B-158 (This page intentionally left blank.) CITY OF TAMPA, FLORIDAHISTORICAL COMMUNITY INVESTMENT TAXCOLLECTIONS AND DISTRIBUTIONSSALES TAX BONDSLAST TEN FISCAL YEARSTampaCity ofCity ofFiscal SchoolSports HillsboroughCity ofTemplePlantYearBoardAuthorityCountyTampaTerraceCityTotal2022-23 $ 47,741,531 $ 9,431,904 $ 99,622,171 $ 29,164,131 $ 2,012,242 $ 2,994,147 $ 190,966,126 2021-22 44,994,065 9,678,904 93,057,616 27,562,839 1,884,436 2,798,398 179,976,258 2020-21 36,527,992 9,679,070 73,845,210 22,279,093 1,524,249 2,256,352 146,111,966 2019-20 30,990,295 9,681,654 61,614,042 18,475,384 1,296,147 1,903,659 123,961,181 2018-19 32,957,907 9,681,326 65,842,361 19,894,364 1,410,489 2,045,182 131,831,629 2017-18 32,676,058 9,684,875 65,243,735 19,664,866 1,393,085 2,041,614 130,704,233 2016-17 30,966,628 9,684,458 61,438,865 18,547,137 1,325,788 1,903,636 123,866,512 2015-16 29,823,260 9,685,292 58,868,426 17,815,637 1,280,780 1,819,645 119,293,040 2014-15 28,167,753 10,333,588 54,631,224 16,627,188 1,210,596 1,700,662 112,671,011 2013-14 26,349,006 9,686,438 51,077,131 15,557,578 1,137,514 1,588,357 105,396,024 Source: Hillsborough County Clerk of the Circuit Court, Department of Business and Support Services.303B-159 CITY OF TAMPA, FLORIDA HISTORICAL COMMUNITY INVESTMENT TAX COLLECTIONS AND DISTRIBUTIONSSALES TAX BONDSLAST TEN FISCAL YEARS Distribution Percentage of Net Surtax Fiscal City of Hillsborough Temple Plant Year Tampa 1 County 2 Terrace City Total 2022-23 20.21 % 77.17 % 1.05 % 1.57 % 100 %2021-22 20.69 76.71 1.05 1.55 100 2020-21 21.87 75.54 1.04 1.55 100 2019-20 22.18 73.97 1.56 2.29 100 2018-19 22.30 73.82 1.58 2.30 100 2017-18 22.26 73.85 1.58 2.31 100 2016-17 22.29 73.83 1.59 2.29 100 2015-16 22.33 73.78 1.61 2.28 100 2014-15 22.43 73.64 1.64 2.29 100 2013-14 22.43 73.64 1.64 2.29 100 - Source: Hillsborough County Clerk of the Circuit Court, Department of Business and Support Services. (1) Percentage is calculated based on revenues received by the City of Tampa and Tampa Sports Authority. (2) Percentage is calculated based on revenues received by Hillsborough County and the School Board. 304 CITY OF TAMPA, FLORIDA HISTORICAL COMMUNITY INVESTMENT TAXCOLLECTIONS AND DISTRIBUTIONSSALES TAX BONDS LAST TEN FISCAL YEARS State Sales Tax Collection in Hillsborough County State Sales Tax IncreaseYear (1)Collected (Decrease) 2023 $ 2,883,216,029 28.34 % 2022 2,246,555,009 20.51 2021 1,864,234,439 10.87 2020 1,681,486,190 (2.96) 2019 1,732,852,346 5.49 2018 1,642,712,364 4.20 (2) 2017 1,576,499,283 3.78 2016 1,519,072,430 7.32 2015 1,415,496,911 6.84 2014 1,324,814,685 5.87 (1) The State's fiscal year ends on June 30. Yearly data shown represents collections for the 12 month period ending June 30. (2) Sales tax collections for FY2018 has been updated from FY2018 Financial Report to show only 12 months of sales taxcollections, from July 2017 to June 2018. Source: Florida Department of Revenue, Office of Tax Research. 305 B-160 CITY OF TAMPA, FLORIDAHISTORICAL COMMUNITY INVESTMENT TAXCOLLECTIONS AND DISTRIBUTIONSSALES TAX BONDSLAST TEN FISCAL YEARSDebt Service CoverageFor Fiscal Years Ended September 30,2014201520162017201820192020202120222023Community Investment TaxReceipts 1 $ 15,557,578 $ 16,627,188 2 $ 17,908,460 3 $ 18,679,964 5 $ 19,664,865 6 $ 19,894,364 7 $ 18,475,384 8 $ 22,279,093 $ 27,562,839 $ 29,164,131 Bond Debt Service $ 4,950,256 $ 4,949,406 $ 4,948,888 4 $ 10,260,692 $ 10,252,250 $ 10,256,600 $ 10,260,950 $ 10,254,550 $ 10,254,800 $ 10,255,550 Bond Debt Service Coverage 3.14x3.36x3.62x1.82x 1.92x 1.94x 1.80x2.17x2.69x2.84x(1) Equal to Net Revenues Available for Debt Service.(2) In fiscal year 2015, the City received a refund from the Tampa Sports Authority for prior year's unused monies in the amount of $11,212. The refund is not included in the CommunityInvestment Tax Receipts for fiscal year 2015. If it was included, the total would be $16,638,400 (as reflected in the fund statement).(3) In fiscal year 2016, the City received a refund from the Tampa Sports Authority for prior year's unused monies in the amount of $26,749. This refund is not included in the CommunityInvestment Tax Receipts for FY2016. If it was included, the total would be $17,935,209 (as reflected in the fund statement).(4) Bond Debt Service for fiscal year 2016 includes $204,635 of interest on refunded bonds transferred to the escrow agent on 9/28/2016. The interest $(204,635) was for the period prior torefunding on 9/28/2016.(5) In fiscal year 2017, the amount of Community Investment Tax receipts in the general ledger is $28,600 more than the amount shown above, because the September 2017 receipts accruedwere based on an estimate.(6) In fiscal year 2018, the amount of Community Investment Tax receipts in the general ledger is $142,452 higher than the amount shown above, because the September 2018 receipt wasbased on an estimate.(7)In fiscal year 2019, the amount of Community Investment Tax receipts in the general ledger is $1,268,207 higher than the amount shown above, because the September 2019 receipt wasbased on an estimate.(8)In fiscal year 2020, the amount of Community Investment Tax receipts in the general ledger is $1,333,542 lower than the amount shown above, because the September 2020 receipt wasbased on an estimate.Source: Operating Revenues, Other Revenues, and Operating Expenditures were extracted from the City's Annual Comprehensive Financial Reports. Hillsborough County Clerk of the CircuitCourt, Department of Business and Support Services.306CITY OF TAMPA, FLORIDAHISTORICAL COVERAGE OF DEBT SERVICE BY UTILITIES SERVICES TAX REVENUES BONDSLAST TEN FISCAL YEARSUTILITIES SERVICES TAX REVENUE BONDSFor the Fiscal Years Ended September 30,20142015201620172018 320192020202120222023Utilities Services TaxCollections $ 59,636,477 $ 57,910,899 $ 58,669,242 $ 59,115,961 $ 60,710,128 $ 59,503,611 $ 59,097,537 $ 60,496,007 $ 66,306,377 $ 73,348,207 Tax Increment Revenues 13,520,313 13,520,138 - - - - - - - - Total Revenues Available forDebt Service 73,156,790 71,431,037 58,669,242 59,115,961 60,710,128 59,503,611 59,097,537 60,496,007 66,306,377 73,348,207 2001B Bond Debt Service 13,520,313 13,520,138 - - - - - - - - 1996 Bonds Debt Service - - - - - 13,600,000 6,800,000 - - - 1997 Bonds Debt Service 405,000 400,000 360,000 2,275,000 2,415,000 2,415,000 - - - - 2006 Bonds Debt Service 1 4,303,100 4,304,900 4,371,517 - - - - - - - 2010A Bonds Debt Service 2 639,488 639,488 639,488 639,488 639,488 639,488 639,488 639,488 639,488 2,809,488 2010B Bonds Debt Service 2 492,270 492,270 492,270 492,270 492,270 492,270 492,270 492,270 492,270 492,270 2012A Bonds Debt Service 1,476,550 1,478,200 1,439,800 1,432,200 1,439,200 1,440,200 733,900 542,400 2,902,400 2,904,400 2012B Bonds Debt Service 660,750 660,750 660,750 660,750 660,750 660,750 583,250 505,750 3,935,750 7,019,250 2012C Bonds Debt Service 255,288 255,288 255,288 255,288 255,288 255,288 255,288 255,288 255,288 255,288 Total Debt Service $ 21,752,759 $ 21,751,034 $ 8,219,113 $ 5,754,996 $ 5,901,996 $ 19,502,996 $ 9,504,196 $ 2,435,196 $ 8,225,196 $ 13,480,696 Debt Service Coverage3.36x 3.28x 7.14x 10.27x 10.29x 3.05x 6.22x 24.84x48.06x 5.44x(1) The Series 2006 Bonds were refunded by the Non-Ad Valorem Refunding and Improvement Revenue Bonds, Series 2016.(2) The Series 2010A bonds and Series 2010B bonds were issued as taxable Build America Bonds and Recovery Zone Economic Development Bonds, respectively, and as such areeligible for interest expense rebates offered by the US Department of the Treasury. For purposes of the annual debt service calculations shown in this schedule, the impact of theinterest subsidies was previously included. For the fiscal year 2015 ACFR, debt service on the 2010A and B Series bonds was restated to exclude the interest subsidy. Payment ofdebt service on the Series 2010 bonds is not contingent upon receipt of the interest subsidy, and the City does not expect that reduction of the Federal subsidy payments, if any,will affect its ability to pay debt service.(3) For the fiscal year 2018 ACFR, the 1991, 2001 and 2001B Bonds are combined with the rest of the bonds, resulting in a lower blended debt service coverage.(4) On June 15, 2020, the City issued the Taxable Non-Ad Valorem Refunding Revenue Bonds, Series 2020B to refund all of the outstanding series 1996 and a portion of the series2012B and 2012C which resulted in a higher debt service coverage for the Utilities Services Tax bonds for FY2021.Source: Operating Revenues, Other Revenues, and Operating Expenditures were extracted from the City's Annual Comprehensive Financial Reports. Hillsborough County Property Appraiser, TIF Revenue Projections Preliminary Certified Report.307B-161 (This page intentionally left blank.) CITY OF TAMPA, FLORIDA HISTORICAL COVERAGE OF DEBT SERVICE BY UTILITIES SERVICES TAX REVENUES BONDSLAST TEN FISCAL YEARS UTILITIES SERVICES TAX REVENUE BONDS Historical Utilities Services Tax Receipts by Category Telecommunications/ Fiscal Year Electric Telephone Gas Water Total 2023 $ 44,752,220 $ 17,276,250 $ 1,737,481 $ 9,582,256 $ 73,348,207 2022 39,813,719 16,546,957 1,842,271 8,103,430 66,306,377 2021 35,156,574 16,791,200 1,576,107 6,972,126 60,496,007 2020 34,199,375 16,806,875 1,477,776 6,613,511 59,097,537 2019 34,919,757 17,164,598 1,418,437 6,000,819 59,503,611 2018 35,078,237 18,444,732 1,454,009 5,733,150 60,710,128 2017 34,022,849 17,903,896 1,422,063 5,767,153 59,115,961 2016 33,254,609 18,464,868 1,551,309 5,398,456 58,669,242 2015 32,521,891 18,759,250 1,561,490 5,068,268 57,910,899 2014 32,543,373 20,531,257 1,415,173 5,146,674 59,636,477 Source: Operating Revenues, Other Revenues, and Operating Expenditures were extracted from the City's Annual Comprehensive Financial Reports. 308 B-162 CITY OF TAMPA, FLORIDANON-AD VALOREM REVENUES (1)LAST TEN FISCAL YEARSFiscal Years Ended September 30,2014201520162017201820192020202120222023RevenuesTaxes: Business Tax Revenues (2) $ 10,232,835 $ 10,059,725 $ 10,300,973 $ 10,423,495 $ 10,538,691 $ 10,552,758 $ 10,787,036 $ 10,987,301 $ 11,191,650 $ 11,174,248 Motor Fuel Tax Revenues (3) 9,875,419 10,393,406 10,723,126 10,434,071 10,555,775 11,366,735 10,276,742 10,811,372 11,065,131 11,072,219 Utilities Tax Revenues 39,105,220 39,166,489 40,213,872 41,218,120 42,271,963 42,382,178 42,301,112 43,739,754 49,774,367 56,150,123 Local Communications Services Tax Revenues 20,531,257 18,759,250 18,464,868 17,903,896 18,444,732 17,164,598 16,806,875 16,791,200 16,546,957 17,276,250 Other Tax Revenues (4) 134,511 80,087 91,559 98,058 102,416 118,762 160,240 179,716 168,420 175,988 Total Tax Revenues 79,879,242 78,458,957 79,794,398 80,077,640 81,913,577 81,585,031 80,332,005 82,509,343 88,746,525 95,848,828 License and Permits (5) 41,173,445 43,364,904 43,753,200 43,492,053 45,908,376 49,237,606 46,658,130 48,426,370 58,993,485 64,625,061 Intergovernmental Revenues: Half-Cent Sales Tax Revenues 27,085,499 28,873,146 30,537,504 31,464,010 32,985,696 34,442,191 32,885,923 38,263,034 45,158,176 46,273,573 Ninth-Cent Local Option Fuel Tax Revenues (3) 1,637,284 1,721,072 1,774,924 1,657,576 1,843,493 1,871,815 1,735,636 1,631,988 1,806,422 1,972,659 State Revenue Sharing (6) 11,617,011 12,308,519 12,635,433 13,382,856 13,922,780 14,522,146 13,585,336 15,810,888 19,660,375 20,412,212 Other (7) 13,319,425 13,989,336 14,159,180 16,969,615 15,265,602 15,157,817 16,515,586 16,471,829 17,954,200 20,144,414 Total Intergovernmental Revenues 53,659,219 56,892,073 59,107,041 63,474,057 64,017,571 65,993,969 64,722,481 72,177,739 84,579,173 88,802,858 Charges for Services: Public Safety 20,342,651 21,320,962 23,581,956 24,010,993 27,888,291 28,694,615 28,137,065 30,944,093 37,283,187 43,863,209 Recreation and Culture 14,870,780 13,044,728 16,848,145 20,757,625 19,109,480 17,980,076 9,069,716 9,142,368 17,298,519 20,555,701 Insurance, Net (8)(3,967,241) 4,633,360 8,471,766 2,902,111 1,777,992 1,746,340 5,849,368 (1,100,896) (3,581,370) (1,070,819) Other (9) 21,851,215 20,999,024 22,051,175 29,026,909 30,079,678 29,834,857 32,900,584 35,061,382 35,907,414 41,388,073 Total Charges for Services 53,097,405 59,998,074 70,953,042 76,697,638 78,855,441 78,255,888 75,956,733 74,046,947 86,907,750 104,736,164 Fines and Forfeitures (10) 5,018,726 5,897,400 6,320,641 6,970,244 7,552,937 8,094,591 6,097,825 6,230,664 8,042,880 8,108,134 Interest Income (11) 1,005,534 864,808 687,643 1,093,214 1,270,200 2,610,724 2,359,473 1,465,386 2,096,501 7,252,139 Contributions and Donations 66,971 85,357 45,000 15,385 19,240 35,000 123,665 132,558 5,000 6,195 Special Assessments (12) - - - 273,376 1,043,628 1,124,285 543,069 - - - Other Revenue Sources: Sale of Capital Assets 479,962 1,084,377 863,642 1,073,933 944,057 401,537 280,759 456,948 930,792 659,534 Finance Purchases (17) - 180,622 - - 33,269 315,822 - - 771,520 323,099 Transfers (13) 27,726,829 28,726,727 30,029,067 30,341,006 32,142,581 33,099,037 33,559,418 35,406,190 37,955,128 40,626,902 Total Other Revenue Sources 28,206,791 29,991,726 30,892,709 31,414,939 33,119,907 33,816,396 33,840,177 35,863,138 39,657,440 41,609,535 Total Non-Ad Valorem Revenue Sources 262,107,333 275,553,299 291,553,674 303,508,546 313,700,877 320,753,490 310,633,558 320,852,145 369,028,754 410,988,914 309CITY OF TAMPA, FLORIDANON-AD VALOREM REVENUES (Continued) (1)LAST TEN FISCAL YEARSFiscal Years Ended September 30,2014201520162017201820192020202120222023Less Legally Restricted: Motor Fuel Tax Revenues (3) $ (9,875,419) $ (10,393,406) $ (10,723,126) $ (10,434,071) $ (10,555,775) $ (10,785,639) $ (9,693,765) $ (10,225,987) $ (10,265,187) $ (10,215,812) Ninth Cent Local Option Fuel Tax Revenues (3) (1,637,284) (1,721,072) (1,774,924) (1,657,576) (1,843,493) (1,871,815) (1,735,636) (1,631,988) (1,806,422) (1,972,659) State Revenue Sharing (6), (14)(3,485,103) (3,692,556) (3,790,630) (4,014,857) (4,176,834) (4,356,644) (4,482,445) (6,482,464) (8,060,754) (7,960,763) State Pension Contribution (7)(6,392,430) (6,484,726) (6,483,330) (6,442,997) (6,760,704) (7,008,388) (7,381,021) (7,778,059) (8,208,255) (10,576,095) License and Permits - - - - - (206,336) (453,221) (1,143,501) (1,626,912) (1,844,943) Intergovernmental Revenues(2,605,995) (2,477,679) (2,861,175) (4,274,307) (3,461,566) (3,551,017) (3,718,808) (3,805,886) (3,999,632) (4,188,122) Other Charges for Services (14)(1,120,870) (1,500,000) (866,365) (43,685) (43,685) (694,919) (552,500) (495,976) (793,110) (1,326,368) Special Assessments - - - (273,376) (1,043,628) (1,124,285) (543,069) - - - Customer Service Enhancement Revenues (15) (1,013,630) (1,192,069) (1,312,294) (1,241,405) (1,315,983) (1,573,440) (1,420,591) (1,382,703) (1,480,566) (1,366,727) Florida Permit Surcharge Revenues (15)(7,416) (45,841) (32,911) (33,664) (29,827) (35,665) (34,341) (35,028) (43,279) (42,793) Other Tax Revenues(134,511) (80,087) (91,559) (98,058) (102,416) (118,762) (160,240) (179,716) (168,420) (175,988) Other Revenue Sources - - - - - - - - (818,240) (433,949) Total Legally Restricted Revenues(26,272,658)(27,587,436)(27,936,314)(28,513,996)(29,333,911)(31,326,910)(30,175,637)(33,161,308)(37,270,777)(40,104,219) Total Legally Available Non-Ad Valorem Revenues (16) $ 235,834,675 $ 247,965,863 $ 263,617,360 $ 274,994,550 $ 284,366,966 $ 289,426,580 $ 280,457,921 $ 287,690,837 $ 331,757,977 $ 370,884,695 Source: Operating Revenues, Other Revenues and Operating Expenses were extracted from the City's Annual Comprehensive Financial Reports.(1) This table includes only the non-ad valorem revenues that are allocated and accounted for in the General Fund, the Utilities Services Tax Special Revenue Fund, the Local Option Gas TaxFund, and the Construction Services Funds. This table does not include non-ad valorem revenues that are allocated and accounted for in other Governmental Funds of the City. It isintended to apply to the following issuances: - Non-Ad Valorem Revenue Bonds; - Tampa Sports Authority Special Purpose Bonds; - Occupational Licenses Revenue Bonds; - Gulf BreezeLoan, collectively, the "Bonds". This table, "Non-Ad Valorem Revenues", the City's "Debt Service Schedule for Non-Ad Valorem Revenue Obligations" table, and the City's "Revenues andExpenditures-All Governmental Funds" table, are intended to replace the following tables used in the past: "Historical Available Non-Ad Valorem Revenues", "Debt Service Schedule forNon-Ad Valorem Revenue Obligations", and "General Fund and Utilities Services Tax Special Revenue Fund: Revenues and Expenditures" for some or all of the bonds.(2) The term "Business Tax Revenues" means the same as "Occupational License Tax Revenues". (3) The Series 2016 Bonds financed certain transportation projects, and therefore the Motor Fuel Tax, Ninth Cent Local Option Fuel Tax, and the transportation component of State RevenueSharing are legally available to be used to pay allocable debt service. They are not legally available to pay debt service on non-transportation related projects. (4) Other Tax Revenues include the local option resort tax and hazardous waste facility sales tax.(5) Licenses and Permits include building fee and construction permit revenues. (6) A portion of the State Revenue Sharing revenues include a distribution of state collected fuel tax and is therefore restricted for transportation related expenditures. The range varies annuallybut over the past several years has not exceeded 23% of the total State Revenue Sharing. For the purposes of this schedule, the City normally restricts 30% of the State Revenue Sharingrevenues for transportation related expenses; however, the City restricts at least 39% of the State Revenue Sharing for transportation related expenses with the remaining going towardsgeneral governmental use. State Revenue Sharing allocated to transportation revenues are not available to pay debt service on non-transportation related projects.310B-163 CITY OF TAMPA, FLORIDANON-AD VALOREM REVENUES (Continued) (1)LAST TEN FISCAL YEARS(7) Other Intergovernmental Revenues include various federal, state, county and other local government distributions, including without limitation the county, state and federal contributions forpublic safety. Intergovernmental revenues that are earmarked for a specific purpose are legally restricted. Also included in this category is the State contribution to the Police and FirePension Fund, which is legally restricted.(8) Insurance (Net) represents the difference between premiums collected by employees and claims offset by insurance premiums paid out by the City. In fiscal year 2014, 2021, 2022, and2023, premiums collected by employees were less than claims and insurance paid out by the City. (9) Other Charges for Services is primary comprise of a cost allocation reimbursement for services provided by the General Fund to other funds. All such cash is unrestricted and therefore,legally available to pay debt service out of the Bonds. (10) Fines and Forfeitures include mostly red light cameras fines revenues.(11) Interest income does not include non cash items such as mark to market adjustment, and Amortization of Bond Premium or Discount.(12) Special assessments are legally restricted as they are not available for debt service payment on the Bonds that financed projects outside of the special assessments. Fiscal years 2017 -2020 revenues represent non-ad valorem assessments for the Downtown Historic/Ybor Tampa Tourism Marketing District. Beginning FY2021, this revenue was reclassified and reportedwithin a special revenue fund.(13) Transfers are comprised of Payments in Lieu of Taxes (PILOT) and Payments in Lieu of Franchise Fees (PILOFF). (14) In the fiscal year 2016 continuing disclosure section of the financial statement, the State Revenue Sharing and Other Charges for Services were incorrectly presented as an addition to theAvailable Non-Ad Valorem Revenues. This schedule has been corrected to show this revenue as legally restricted.(15) Customer Service Enhancement and Florida Permit Surcharge revenues are legally restricted and are not legally available for debt service payments on the Bonds. They are included inOther Charges for Services, Licenses and Permits, and Interest Income.(16) Represents the total Non-Ad Valorem Revenues which are legally available to pay debt service on the Bonds.(17) Beginning FY2022, as a result of implementing GASB 87, changes were made in how leases were determined and categorized. Fiscal year 2014 to Fiscal year 2021 finance purchases werecategorized as Capital Leases.Note: General Employees' Pension Fund Liability, Firefighters and Police Pension Fund Liability and Other Post-Employment Benefits (OPEB) Liability.Beginning in fiscal year 2015, Governmental Accounting Standard Board (GASB) Statement No. 67, Financial Reporting for Pension Plans and No. 68, Accounting and Financial Reporting forPensions, replaced the prior pension related reporting standards. As a result, the disclosures and measurement focuses have changed significantly. Historical information on the city's pensionfund liabilities as required and other information can be found in Note 18 of the Notes to the Financial Statements and in the Required Supplementary Information (RSI).311 (This page intentionally left blank.) B-164 (This page intentionally left blank.) CITY OF TAMPA, FLORIDATAXABLE, NON-TAXABLE NON-AD VALOREM REVENUE BONDS ANDTAMPA SPORTS AUTHORITY SPECIAL PURPOSE BONDS PARKING CAPACITY OF THE PARKING SYSTEM (1) LAST TEN FISCAL YEARS For Fiscal Years Ended September 30, 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Parking Facilities Garage Spaces 9,368 9,368 9,368 9,368 9,368 9,368 9,367 9,728 9,728 9,728 Signage Control Spaces 540 495 545 555 505 573 562 600 600 600 On-Street Metered Spaces 1,648 1,792 1,676 1,767 1,876 1,713 1,797 1,800 1,800 1,800 Off-Street Non-Garage Spaces 1,979 2,062 1,976 1,976 2,296 2,296 2,502 2,540 2,540 2,540 (1) In prior years, information pertaining to the Tampa Sports Authority Special Purpose Bonds was presented in various other areas of the ACFR. Starting in 2014, the information is consolidated. Sources: City of Tampa, Logistics & Asset Management Department, Parking Division. 312 B-165 CITY OF TAMPA, FLORIDAREVENUES AND EXPENDITURES - ALL GOVERNMENTAL FUNDS(1)LAST TEN FISCAL YEARSFor Fiscal Years Ended September 30,2014201520162017201820192020202120222023REVENUES Property Taxes $ 124,243,853 $ 133,027,354 $ 144,294,538 $ 155,432,184 $ 183,641,458 $ 202,878,795 $ 221,010,174 $ 241,271,446 $ 261,361,359 $ 301,706,371 Sales Tax 15,656,600 16,718,487 18,026,768 18,749,422 19,909,733 21,281,333 17,302,082 22,458,809 27,731,259 29,340,119 Business Tax 2 10,232,835 10,059,725 10,300,973 10,423,495 10,538,691 10,552,758 10,787,036 10,987,301 11,191,650 11,174,248 Transportation Tax - - - - - 20,336,566 29,657,825 7,846,949 - - Local Option Resort Tax 1,447,358 166,000 2,506,961 1,772,702 2,559,297 2,166,000 2,041,500 2,000,000 2,000,000 2,000,000 Motor Fuel Tax 9,875,419 10,393,406 10,723,126 11,022,125 11,140,824 11,366,735 10,276,742 10,811,372 11,065,131 11,072,219 Utilities Services Tax Revenues 39,105,220 39,166,489 40,213,872 41,218,120 42,271,963 42,382,178 42,301,112 43,739,754 49,774,367 56,150,123 Local Communications Services Tax Revenues 20,531,257 18,759,250 18,464,868 17,903,896 18,444,732 17,164,598 16,806,875 16,791,200 16,546,957 17,276,250 Special Assessments 7 6,205,023 6,365,031 14,435,885 24,208,810 26,665,150 29,312,157 31,159,120 33,560,737 35,665,297 37,572,165 Intergovernmental 3 Federal 9 17,773,789 18,741,707 13,479,187 11,164,640 23,747,777 14,353,898 44,446,222 64,815,100 52,105,178 65,014,790 State 55,011,560 56,760,955 60,258,765 64,035,679 61,635,422 61,794,520 61,094,400 72,960,410 85,215,511 87,954,510 Local 27,694,211 29,105,214 24,302,748 26,562,055 41,730,958 48,129,995 56,922,658 48,899,425 59,869,403 77,439,192 Transportation Impact Fees 1,732,626 1,834,588 1,917,522 1,952,362 3,277,543 5,311,590 3,667,999 6,494,726 3,155,209 4,066,368 Licenses and Permits 2 41,173,445 43,364,904 45,066,708 43,492,053 45,908,376 49,288,901 47,160,950 49,122,326 59,784,145 65,824,322 Charges for Services 38,932,133 44,807,320 53,553,830 52,128,160 52,776,792 54,687,613 46,591,116 47,063,893 54,960,813 68,315,069 Fines and Forfeitures 7,345,738 34,856,786 7,672,427 8,130,585 8,636,267 9,548,592 7,070,208 7,108,788 8,975,682 9,049,445 Earnings (Loss) on Investments 4 923,494 2,080,313 1,116,242 2,996,635 2,921,614 8,963,363 1,834,081 8,793,419 (26,717,026) 29,674,553 Contributions and Donations 606,039 978,984 804,801 400,180 2,964,011 691,169 2,039,726 3,674,354 1,374,242 204,641 TOTAL REVENUES 418,490,600 467,186,513 467,139,221 491,593,103 558,770,608 610,210,761 652,169,826 698,400,009 714,059,177 873,834,385 EXPENDITURES Current: Public Safety 3 230,519,062 233,969,265 238,868,946 254,146,652 261,088,705 267,195,372 281,526,031 305,783,379 324,331,351 359,312,137 Culture and Recreation 44,078,969 45,082,414 48,039,671 50,314,769 52,052,034 55,352,963 53,723,507 57,788,055 61,349,990 68,404,683 Environmental Services 8 36,806,935 35,564,895 32,716,207 45,150,558 50,091,156 46,272,621 47,169,183 69,184,553 70,880,909 78,894,427 General Government 10 62,359,077 75,194,143 74,821,123 75,949,767 81,547,343 92,202,153 94,005,937 87,706,548 163,616,488 116,939,121 Economic and Physical Environment 18,322,403 17,077,591 20,267,117 22,529,884 23,173,060 23,907,950 31,182,964 43,903,989 46,595,930 48,995,413 Debt Service: 5 Principal 26,276,794 26,819,243 13,836,602 16,975,000 53,445,000 30,165,000 27,535,000 20,694,187 31,866,603 42,358,277 Interest 11,456,468 10,621,616 10,364,413 13,876,935 13,721,645 15,124,389 14,180,183 14,098,013 18,257,041 18,405,619 Debt Issuance Costs - 300,565 815,811 - 797,742 - 141,477 237,538 1,957,865 4,333 Capital Outlay 70,944,495 76,089,747 65,940,710 79,472,233 87,987,040 77,975,277 87,125,962 103,623,375 127,675,060 204,351,957 TOTAL EXPENDITURES 500,764,203 520,719,479 505,670,600 558,415,798 623,903,725 608,195,725 636,590,244 703,019,637 846,531,237 937,665,967 Excess of Revenues Over (Under) Expenditures(82,273,603) (53,532,966) (38,531,379) (66,822,695) (65,133,117) 2,015,036 15,579,582 (4,619,628) (132,472,060) (63,831,582)313CITY OF TAMPA, FLORIDAREVENUES AND EXPENDITURES - ALL GOVERNMENTAL FUNDS (Continued) (1)LAST TEN FISCAL YEARSFor Fiscal Years Ended September 30,2014201520162017201820192020202120222023OTHER FINANCING SOURCES (USES)Issuance and Refunding of Debt $ - $ 36,880,000 $ 121,875,000 $ 20,000,000 $ 135,646,878 $ 1,500,000 $ 58,538,900 $ 65,555,600 $ 185,255,950 $ - Bond Issuance Premium (Discounts), Net - 3,901,874 9,473,024 - 13,222,033 - - 3,132,338 12,702,615 - Payment to Refunding Bond Escrow Agent - (40,246,109) (17,228,404) - (45,725,000) - (58,392,155) (18,640,000) (25,030,000) - Sale of Capital Assets 1,945,882 1,337,827 1,655,642 2,279,915 1,161,103 1,366,202 705,500 958,417 1,005,878 769,089 Finance Purchases 11 - - - - - - - - - 1,744,098 Capital Leases - 180,622 608,158 783,883 33,269 555,658 719,508 494,150 771,520 - Transfers In 6 144,105,769 147,527,264 138,978,240 137,733,788 152,301,120 123,457,140 123,176,582 133,383,071 199,124,576 156,875,788 Transfers Out (112,774,788) (122,022,803) (111,580,375) (102,969,039) (127,003,762) (95,059,794) (96,522,708) (107,136,883) (170,612,214) (128,344,938) TOTAL OTHER FINANCING SOURCES (USES) 33,276,863 27,558,675 143,781,285 57,828,547 129,635,641 31,819,206 28,225,627 77,746,693 203,218,325 31,044,037 Excess of Revenues and Other Sources Over (Under) Exenditures and Other Uses(48,996,740) (25,974,291) 105,249,906 (8,994,147) 64,502,524 33,834,242 43,805,209 73,127,065 70,746,265 (32,787,545)BEGINNING FUND BALANCES 267,013,726 218,016,986 192,042,695 297,292,601 288,298,454 352,800,978 386,635,220 430,440,429 503,567,494 574,313,759 ENDING FUND BALANCES $ 218,016,986 $ 192,042,695 $ 297,292,601 $ 288,298,454 $ 352,800,978 $ 386,635,220 $ 430,440,429 $ 503,567,494 $ 574,313,759 $ 541,526,214 (1) This schedule is intended to apply to the following issuances: Non-Ad Valorem Revenue Bonds; Tampa Sports Authority Special Purpose Bonds; Occupational LicensesRevenue Bonds; collectively the "Bonds". This table, Revenues and Expenditures - All Governmental Funds, the City's "Debt Service Schedule for Non-Ad Valorem RevenueObligations" table, and the City's "Non-Ad Valorem Revenues" table are intended to replace the following tables: "Historical Available Non-Ad Valorem Revenues", "Debt ServiceSchedule for Non-Ad Valorem Revenue Obligations, and "General Fund and Utilities Services Tax Special Revenue Fund" for some or all of the Bonds.(2) Beginning fiscal year 2014, Business Tax Revenues were reclassified to conform with the State Uniform Chart of Accounts. Prior to fiscal 2014, they were previously reportedunder the Licenses and Permits category.(3) Intergovernmental Revenues include contributions from the State of Florida in support of the City's Police and Fire Pension Fund.(4) Investment Earnings include such non cash items as the Unrealized Gain or Loss, and the Amortization of Bond Premium or Discount. Mark to market is the process to revaluethe City's investment portfolio based on current market prices of the investments of the portfolio as of September 30, which is the City's fiscal year end. An increase in the valueof the portfolio results in positive revenues and a decrease in the value of the portfolio results in negative revenues being posted to the City's income statement.(5) Debt service payments include principal and interest on capital leases. (6) Includes transfers from payments in lieu of taxes (PILOT), payments in lieu of franchise fees (PILOFF), State Revenue Sharing, and Community Redevelopment Agencypayments for general staff usage.(7) Beginning with fiscal year 2017, Special Assessments also includes the Stormwater Improvement Assessment revenues. 314B-166 CITY OF TAMPA, FLORIDAREVENUES AND EXPENDITURES - ALL GOVERNMENTAL FUNDS (Continued) (1)LAST TEN FISCAL YEARS(8) In fiscal year 2017, Environmental Services expenditures are higher because of the stormwater assessments related work. (9) Fiscal years 2020 and 2021 include Economic Security Act (CARES Act) grant revenues which were used to pay for cost related to responding to COVID-19 pandemic. Fiscalyears 2022 and 2023 include American Rescue Plan Act (ARPA) grant revenues. ARPA funds are COVID-19 pandemic economic stimulus funds which were used to fund variousprojects. Furthermore, it includes grant revenues that the City continues to receive related to the impacts of Hurricane Irma. (10) In fiscal year 2022, the City returned all $59 million in transportation tax and interest collected to Hillsborough County as part of a final ruling by the Florida Supreme Court. Thetax was unspent because the constitutionality of the tax was challenged within the Florida Court System.(11) In fiscal years 2022 and 2023, the City implemented GASB Statement No. 87, Leases and GASB Statement No. 96, Subscription-Based Information Technology Arrangements (SBITA). The capital leases are now recorded as finance purchases beginning in fiscal year 2023.315CITY OF TAMPA, FLORIDANON-AD VALOREM IMPROVEMENT REVENUE BONDS, SERIES 2021CSUSTAINABLE BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Project NameTotal ProjectCost1Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023(by dollars)Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies,if anyHanna Ave Government Center $ 108,270,819 88.0%93.7%6.3%Water quality and prevention of pollutionClimate change adaptation Renewable energyClimate change mitigation Energy efficiency Access to essential services Access to foodN/AEast Tampa Recreational Center $ 1,000,000 0.8%44.1%55.9%Renewable EnergyClimate change mitigationEnergy efficiencyAccess to essential servicesAccess to public servicesN/ATampa Convention Center $ 12,200,000 9.9%66.9%33.1%Renewable energyClimate change mitigationAccess to essential servicesN/AVila Brothers Park $ 847,181 0.8%100.0%0.0%Climate change mitigationN/AFire Station 24 $ 650,000 0.5%0.0%100%Energy efficiencyClimate change mitigationAccess to essential servicesN/A(1) Total project cost includes $2.2 million of anticipated interest earnings. 316B-167 CITY OF TAMPA, FLORIDADEBT SERVICE SCHEDULEFOR NON-AD VALOREM REVENUE OBLIGATIONS (1)Tampa SportsAuthority Tampa SportsSpecial AuthorityNon-AdUtilities Tax Purpose TaxableTaxable Taxable Non-Ad Non-Ad ValoremImprovement Bonds - Special Non-Ad Non-Ad Non-Ad Non-Ad Valorem Valorem ImprovementOccupational Bonds, Guaranteed Purpose Valorem Valorem Valorem Valorem Revenue Note Refunding & RevenueLicense Tax 2010A,Parking Bonds - Refunding Refunding Refunding Refunding Series 2021A Improvement Bond, SeriesYear Refunding 2010B, Revenue Surcharge Revenue Revenue Revenue Revenue (Convention Revenue 2021C Ending Bonds, 2012A, 2012B Bonds,Loan, Bonds, Bonds, Note, Series Note, Series Center Bond, Series (Sustainable Total DebtOctober 1 Series 2017 and 2012C Series 1995 Series 1995 Series 2015 Series 2016 2020A 2020B Project) 2021B Bonds) Service2023 $ 7,140,000 $ 13,480,696 $ 744,908 $ 260,965 $ 1,540,600 $ 1,024,038 $ 1,465,005 $ 2,198,773 $ 4,217,480 $ 799,475 $ 2,986,188 $ 35,858,125 2024 7,079,000 6,423,520 743,155 255,125 1,755,600 1,024,038 1,444,974 10,241,018 4,217,480 799,475 2,986,188 36,969,573 2025 7,017,000 6,378,651 744,115 258,283 1,899,850 1,024,038 1,397,133 10,250,840 4,217,480 799,475 2,986,188 36,973,053 2026 6,953,500 6,326,921 742,635 259,837 2,131,350 1,024,038 1,283,310 10,769,508 4,217,480 799,475 2,986,188 37,494,242 2027 6,888,000 6,286,128 - - 8,246,550 1,024,038 1,226,566 5,419,550 4,217,480 799,475 2,986,188 37,093,975 2028 - 6,231,670 - - 15,203,550 1,024,038 1,208,045 5,546,713 4,217,480 799,475 2,986,188 37,217,159 2029 - 6,162,320 - - 15,305,800 1,024,038 1,176,854 5,422,353 4,217,480 799,475 2,986,188 37,094,508 2030 - 2,932,500 - - - 2,549,038 1,129,522 - - 799,475 2,986,188 10,396,723 2031 - - - - - 2,553,038 1,072,077 - - 799,475 6,746,188 11,170,778 2032 - - - - - 2,552,388 - - - 1,449,475 7,173,188 11,175,051 2033 - - - - - 2,551,588 - - - 1,451,975 7,168,188 11,171,751 2034 - - - - - 2,548,838 - - - 1,454,575 7,171,388 11,174,801 2035 - - - - - 2,547,900 - - - 1,455,975 7,169,488 11,173,363 2036 - - - - - 2,548,538 - - - 1,453,625 7,168,388 11,170,551 2037 - - - - - 2,552,800 - - - 1,450,675 7,167,938 11,171,413 2038 - - - - - 2,550,800 - - - 1,452,125 7,167,988 11,170,913 2039 - - - - - 2,552,150 - - - 1,452,825 7,166,588 11,171,563 2040 - - - - - 2,551,700 - - - 1,452,775 7,168,088 11,172,563 2041 - - - - - 2,549,450 - - - 1,450,575 7,172,388 11,172,413 2042 - - - - - 2,550,400 - - - 1,453,075 7,169,388 11,172,863 2043 - - - - - 2,549,400 - - - 1,455,175 7,166,988 11,171,563 2044 - - - - - 2,551,450 - - - 1,451,875 7,172,038 11,175,363 2045 - - - - - 2,551,400 - - - 1,453,275 7,169,325 11,174,000 2046 - - - - - 2,549,250 - - - 1,454,275 7,171,288 11,174,813 2047 - - - - - - - - - 4,004,875 7,170,100 11,174,975 2048 - - - - - - - - - 4,001,375 7,170,763 11,172,138 2049 - - - - - - - - - 4,000,750 7,173,163 11,173,913 2050 - - - - - - - - - 4,002,875 7,172,188 11,175,063 2051 - - - - - - - - - 4,002,625 7,172,838 11,175,463 TOTAL 2 $ 35,077,500 $ 54,222,405 $ 2,974,813 $ 1,034,210 $ 46,083,300 $ 50,528,388 $ 11,403,486 $ 49,848,753 $ 29,522,362 $ 49,000,050 $ 174,037,388 $ 503,732,653 (1) The above table represents annual debt service on debt obligations of the City's governmental activities secured by specific Non-Ad Valorem Revenue sources of the City and/or a covenant to budgetand appropriate legally available sources. This schedule is intended to apply to the following issuances: - Non-Ad Valorem Revenue Bonds; - Tampa Sports Authority Special Purpose Bonds; -Occupational Licenses Revenue Bonds; collectively the "Bonds". This table, "Debt Service Schedule for Non-Ad Valorem Revenue Obligations", the City's "Non-Ad Valorem Revenues", and theCity's "Revenues and Expenditures-All Governmental Funds" table are intended to replace the following tables used in the past: "Historical Available Non-Ad Valorem Revenues", "Debt ServiceSchedule for Non-Ad Valorem Revenue Obligations", "General Tax and Utilities Services Tax Special Revenue Fund-Revenue and Expenditures" for some or all of the Bonds.(2) Totals may not add up due to rounding.317 (This page intentionally left blank.) B-168 CITY OF TAMPA, FLORIDA SPECIAL ASSESSMENT REVENUE BONDS SUMMARY OF HISTORICAL CENTRAL AND LOWER BASIN IMPROVEMENT AREA CASH FLOWS AND DEBT SERVICE COVERAGE LAST FIVE FISCAL YEARS Fiscal Years Ended September 30, 2019 2020 2021 2022 2023 Pledged Funds $ 9,984,498 $ 11,924,146 $ 13,865,726 $ 15,262,940 $ 16,086,779 Debt Service Payments 5,693,389 5,694,575 5,693,075 7,368,872 8,115,275 Debt Service Coverage 175%209%244%207%198% Net Amount Available After Debt Service Payments 4,291,109 6,229,571 8,172,651 7,894,068 7,971,504 Additional Uses of Funds: Capital Expenditures – Pay-Go (2,000,000) (13,013,276) (4,000,000) (4,137,681) (4,209,561) Interest Payment on Line of Credit (13,828) - - - - Other Uses 1 - (3,587,903)(51,794) (1,009,353)(2,187) Total Additional Use of Funds (2,013,828)(16,601,179)(4,051,794)(5,147,034)(4,211,748) Net Increase (Decrease) to Surplus Fund 2 2,277,281 (10,371,608) 4,120,857 2,747,034 3,759,756 Prior Year Fund Balance 9,933,496 12,210,777 1,839,169 5,960,026 8,707,060 Projected Year-End Surplus Fund Balance $ 12,210,777 $ 1,839,169 $ 5,960,026 $ 8,707,060 $ 12,466,816 (1)Prior Years’ Adjustments and debt service accruals. (2)Represents amounts available for deposit to the Surplus Fund. 318 CITY OF TAMPA, FLORIDASPECIAL ASSESSMENT REVENUE BONDSCENTRAL AND LOWER BASIN IMPROVEMENT AREA PARCEL AND EQUIVALENT STORMWATER UNITS (ESU) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 1 Total Parcels Net of ESUs2 Number Percent Number Percent Single-Family Small Single-Family 20,898 19.76 % 12,734 7.06 % Medium Single-Family 43,862 41.48 43,847 24.31 Large Single Family 14,188 13.42 23,543 13.06 Very Large Single-Family 912 0.86 2,571 1.43 Total Single-Family 79,860 75.52 % 82,695 45.86 % Multi-Family Small Multi-Family 236 0.22 % 104 0.06 % Medium Multi-Family 2,549 2.41 2,574 1.43 Large Multi-Family 112 0.11 252 0.14 Condominium -Residential 13,046 12.34 4,097 2.27 Total Multi-Family 15,943 15.08 % 7,027 3.90 % Non-ResidentialCondominium-Non-Residential 616 0.58 % 888 0.49 % General Parcel 9,325 8.82 89,729 49.76 Total Non-Residential 9,941 9.40 % 90,617 50.25 % Totals 105,744 100.00 % 180,339 100.00 % (1) Based on the Fiscal Year 2024 Central and Lower Basin improvement Area tax roll. (2) Net of mitigation credits. Totals may not add due to rounding. 319 B-169 CITY OF TAMPA, FLORIDA SPECIAL ASSESSMENT REVENUE BONDSTOP TWENTY CENTRAL AND LOWER BASIN IMPROVEMENT AREA PROPERTIES BASED ON STORMWATER ASSESSMENT REVENUES 1 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Percent of Annual Total Net Stormwater Stormwater Equivalent Improvement Improvement Stormwater Assessment Assessment Property Owner Name Business Type Units Revenues Revenues Sea World Parks and Entertainment, LLC Entertainment 1,058.01 $ 94,745 0.59 % Manheim Services Corporation Auctions 842.02 75,403 0.47 University of Tampa, Inc.Education Services 668.11 59,829 0.37 Commercial Glimcher Westshore, LLC Real Estate 557.02 49,881 0.31 Macy's Florida Stores, LLC Retail 454.80 40,727 0.25 Sea World Parks and Entertainment, LLC Entertainment 402.04 36,003 0.22 Tampa Electric Co.Electric Utility 387.84 34,731 0.22 Used Car Dealership Adesa Florida, Inc.(Auction House) 338.67 30,328 0.19 BRE Tampa Distribution Center Owner, LLC Distributor 332.82 29,804 0.18 Bottling Group LLC Beverage Distributor 322.22 28,855 0.18 Commercial Sea World Parks and Entertainment, LLC Entertainment 313.30 28,056 0.17 Commercial Tampa Bay Mall Limited Partnership Real Estate 306.34 27,433 0.17 B&B Britton Plaza Holdings, LLC Real Estate 305.31 27,341 0.17 Commercial Georgetown (Tampa) ASLI LLLP Real Estate 297.21 26,615 0.16 St. Joseph's Hospital, Inc.Medical Services 295.81 26,490 0.16 IKEA Property, Inc.Retail 290.02 25,971 0.16 Entertainment TBDG Acquisition LLC (Dog Track)280.68 25,135 0.16 Construction Gold Bond Building Products Materials (Drywall) 276.58 24,768 0.15 Yuengling Brewing Company of Tampa Inc.Beverage Distributor 254.28 22,771 0.14 H. Lee Moffitt Cancer Center and Research Institute Medical Services 251.44 22,516 0.14 Total of Twenty Largest Properties 737,401 4.57 2 All Other Central and Lower Basin Improvement Area 15,412,026 95.43 Total Fiscal Year 2024 Stormwater Improvement Assessment Revenues – All Properties $ 16,149,427 100.00 % (1) Amounts provided by City staff based upon the Fiscal Year 2024 assessment records. As shown, Sea World Parks and Entertainment,LLC parcels represent three (3) of the twenty (20) top customers. (2) Totals may not add due to rounding. 320 CITY OF TAMPA, FLORIDASPECIAL ASSESSMENT REVENUE BONDSCENTRAL AND LOWER BASIN IMPROVEMENT AREAHISTORICAL EQUIVALENT STORMWATER UNITS (ESU) GROWTH LAST TEN YEARS Fiscal Year Ended Annual Parcels Net Annual September 30, (Historical)Assessed ESUs 1 2013 102,511 161,452 2014 102,754 161,847 2015 103,088 162,511 2016 102,909 162,646 2017 104,120 163,544 2018 102,950 163,336 2019 103,860 167,101 2020 103,475 170,633 2021 104,052 174,305 2022 104,659 174,981 2023 105,551 179,172 20242 105,744 180,339 Average Annual Growth 0.3%1.02% (1) Gross ESUs were reduced for mitigation credits approved by the City. Net ESUs reflect the total amount of billed ESUs for the fiscal year.(2) Amounts based on the actual fiscal year 2024 Central and Lower Basin Improvement Area tax roll levied. 321 B-170 CITY OF TAMPA, FLORIDASPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021GREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Project NameTotal ProjectCostBond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023(by dollars)Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyComprehensive Infrastructure forTampa’s Neighborhoods $ 8,756,625 19.7%69.8%30.2%Water quality and prevention of pollutionClimate change adaptationN/AConsultants and Land AcquisitionFY2018-FY2022 $ 375,000 0.8%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationN/ALower Peninsula Watershed Plan $ 18,695,266 42.1%67.3%32.7%Water quality and prevention of pollutionClimate change adaptationN/ANorth Tampa Closed BasinsFY2018-FY2022 $ 1,000,000 2.3%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationN/ASouth Howard Flood Relief andStreetscape (Formerly ParklandEstates Flooding Relief) $ 8,243,375 18.5%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationN/ASoutheast Seminole Heights FloodRelief $ 6,500,000 14.6%26.5%73.5%Water quality and prevention of pollutionClimate change adaptationN/ACost Allocation $ 904,734 2.0%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationN/A322CITY OF TAMPA, FLORIDASPECIAL ASSESSMENT REVENUE BONDSAD-VALOREM TAX LEVIESCOMPARED WITH CURRENT COLLECTIONSLAST TEN FISCAL YEARS (in thousands)OutstandingTotalDelinquentCollectionsTaxes asTaxPercent Delinquentas Percent of Outstanding Percent ofFiscal RollTotal Tax Current Tax of LevyTaxTotal Tax CurrentDelinquent CurrentYearYear Millage Levy Collections Collected Collections Collections LevyTaxesLevy 2014 2013 5.73 $ 129,045 $ 123,715 95.87 % $ 529 $ 124,244 96.28 % $ 1,683 1.30 % 2015 2014 5.73 138,056 132,654 96.09 373 133,027 96.36 509 0.37 2016 2015 5.73 149,922 143,836 95.94 459 144,295 96.25 416 0.28 2017 2016 5.73 161,328 155,162 96.18 270 155,432 96.35 508 0.31 2018 2017 6.21 191,080 183,443 96.00 199 183,642 96.11 564 0.30 2019 2018 6.21 211,011 202,502 95.97 377 202,879 96.15 507 0.24 2020 2019 6.21 230,175 220,793 95.92 217 221,010 96.02 667 0.29 2021 2020 6.21 250,930 241,084 96.08 186 241,270 96.15 699 0.28 2022 2021 6.21 271,749 261,187 96.11 175 261,362 96.18 672 0.25 2023 2022 6.21 314,241 301,465 95.93 241 301,706 96.01 739 0.24 Source: City of Tampa Revenue and Finance Department.323B-171 CITY OF TAMPA, FLORIDAHISTORICAL COVERAGE OF DEBT SERVICE BY WATER ANDSEWER SYSTEMS REVENUES LAST TEN FISCAL YEARSHistorical Operating Results and Debt Service CoverageFor Fiscal Years Ended September 30, 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Gross Revenues:Water and Wastewater Rate Revenues $ 203,949,322 $ 207,036,737 $ 213,128,306 $ 219,569,558 $ 223,524,383 $ 229,533,936 $ 242,949,222 $ 262,123,408 $ 295,076,795 $ 330,141,432 Less Reserve for Stabilization Fund 1 - (4,696,949) (6,000,000) (9,303,051) - - - (7,000,000) - (7,000,000)Other Revenues 2 5,098,958 2,003,026 2,249,028 2,267,727 4,807,991 6,835,082 4,941,560 5,029,674 4,638,508 15,767,304 Remaining Water and Wastewater Revenues 209,048,280 204,342,814 209,377,334 212,534,234 228,332,374 236,369,018 247,890,782 260,153,082 299,715,303 338,908,736 Operating Expenses: 3 Salaries and Employee Benefits 44,198,162 43,357,373 46,941,967 47,927,574 46,981,331 50,313,860 51,293,559 56,521,153 58,044,299 65,054,864 Supplies and Materials 20,474,036 19,810,125 19,095,654 21,139,672 25,183,884 24,658,940 26,372,836 27,527,659 32,726,030 39,726,792 Contract Services 5,094,178 6,397,392 6,511,493 27,322,443 8,026,633 7,357,462 8,555,622 7,965,135 8,122,863 13,406,482 Other Services and Charges 35,875,542 36,572,834 34,566,158 32,904,060 43,226,607 39,204,536 43,704,137 42,285,047 46,854,661 56,826,656 Total Operating Expenses 105,641,918 106,137,724 107,115,272 129,293,749 123,418,455 121,534,798 129,926,154 134,298,994 145,747,853 175,014,794 Net Revenues before Capacity Fees 103,406,362 98,205,090 102,262,062 83,240,485 104,913,919 114,834,220 117,964,628 125,854,088 153,967,450 163,893,942 Available Water and Wastewater Capacity Fees 4 2,697,204 3,216,338 3,552,897 4,611,890 3,595,248 5,295,966 4,411,258 4,606,567 7,812,826 7,715,318 Net Revenues Available for Debt Service $ 106,103,566 $ 101,421,428 $ 105,814,959 $ 87,852,375 $ 108,509,167 $ 120,130,186 $ 122,375,886 $ 130,460,655 $ 161,780,276 $ 171,609,260 Senior Lien Coverage:Senior Lien Annual Debt Service 5 $ 24,723,094 $ 23,524,058 $ 24,682,241 $ 26,377,090 $ 17,467,395 $ 17,470,073 $ 19,141,863 $ 27,838,374 $ 31,822,448 $ 42,819,861 Test A 6 7Coverage ratio - Calculated4.29x4.31x4.29x3.33x6.21x6.88x6.39x4.69x5.08x4.01xCoverage ratio - Required1.2x1.2x1.2x1.2x1.2x1.2x1.2x1.2x1.2x1.2xTest B 6 8Coverage Ratio - Calculated4.18x4.17x4.14x3.16x6.01x6.57x6.16x4.52x4.84x3.83xCoverage Ratio - Required1.0x1.0x1.0x1.0x1.0x1.0x1.0x1.0x1.0x1.0xSubordinate Lien CoverageNet Revenues After Payments of Senior Lien Bonds $ 81,380,472 $ 77,897,370 $ 81,132,718 $ 61,475,285 $ 91,041,772 $ 102,660,113 $ 103,234,023 $ 102,622,281 $ 129,957,828 $ 128,789,399 Subordinate Lien Annual Debt Service 9 $ 7,867,638 $ 6,466,686 $ 5,065,733 $ 3,646,628 $ 2,420,049 $ 2,420,049 $ 2,420,049 $ 1,788,839 $ 1,948,608 $ 1,948,608 Coverage Ratio - Calculated10.34x12.05x16.02x16.86x37.62x42.42x42.66x57.37x66.69x66.09xCoverage Ratio - Required1.15x1.15x1.15x1.15x1.15x1.15x1.15x1.15x1.15x1.15xRevenues available for Lawful System Purposes $ 73,512,834 $ 71,430,684 $ 76,066,985 $ 57,828,657 $ 88,621,723 $ 100,240,064 $ 100,813,974 $ 100,833,442 $ 128,009,220 $ 126,840,791 324CITY OF TAMPA, FLORIDAHISTORICAL COVERAGE OF DEBT SERVICE BY WATER (Continued) AND SEWER SYSTEMS REVENUES LAST TEN FISCAL YEARS(1) The Reserve for Stabilization Fund is now presented on a separate line for more clarity. For fiscal year 2015 ACFR, it was netted against Operating Revenues.(2) Other Revenues include cash investment earnings, cash capital contributions, miscellaneous income, grant funds available for any lawful purpose and not otherwise restricted. They excludewastewater and water capacity fees, capital grant revenues, gain on sale of capital assets, and unrealized gain on investments.(3) Pursuant to the Bond Resolution, Operating Expenses do not include depreciation and amortization expense, payments in lieu of taxes (PILOT), and payments in lieu of franchise fees (PILOFF),losses on sale of assets, or unrealized losses on investments. Beginning in fiscal year 2018, accruals for pension and retirement benefits are excluded from operating expenses, pursuant to theBond Resolution. If they were excluded from operating expenses in fiscals 2015, 2016, and 2017, the net impact on operating expenses would be $581,524, $(2,557,521), and $(3,238,443),respectively.(4) Pursuant to the Bond Resolution, all capacity fees are pledged to the repayment of the bonds. Under Florida law, capacity fees may only be used to pay debt service on bonds that financed orrefinanced expansion-related capital improvements under the terms of the Bond Resolution. The City ensures that the Wastewater and Water capacity fees utilized are only to pay debt servicefor expansion projects only.(5) Senior lien annual debt service refers to the bonds only. For the purpose of debt service calculation, Annual Debt Service is shown on a "cash basis" with payments due on October 1 recordedin the prior fiscal year (as defined in the Bond Resolution), since these payments are sent to the fiscal agent in advance of the due date.(6) The rate covenant of the Bond Resolution requires that in each fiscal year: A) Net Revenues and capacity fees must equal at least 120% of the annual debt service of the senior lien bonds; andB) Net Revenues without capacity fees must equal at least 100% of the Annual Debt Service of the senior lien bonds and any other required payments. No other required payments under theBond Resolution were identified for the historical period beginning October 1, 2009.(7) Amounts derived based on Net Revenues with capacity fees divided by senior lien Annual Debt Service.(8) Amounts derived based on Net Revenues without capacity fees divided by senior lien Annual Debt Service.(9) Subordinate lien annual debt service includes FDEP loans, which require a 1.15 coverage ratio after payment of the senior lien bonds.Source: Operating Revenues, Other Revenues, and Operating Expenses were extracted from the City's Annual Comprehensive Financial Reports.325B-172 CITY OF TAMPA, FLORIDAWATER AND SEWER SYSTEMS REVENUE BONDSSUMMARY OF PROJECTED FUNDING SOURCES FOR CAPITALPROJECTS FOR THE NEXT FIVE FISCAL YEARSAdopted Capital Improvement Projects Funding Sources For Fiscal Years Ended September 30,Description 2024 2025 2026 2027 2028 TotalUse of Water and Wastewater Rate Revenues $ 40,460,252 $ 62,275,957 $ 96,907,062 $ 85,099,965 $ 76,951,852 $ 361,695,088 Use of (Deposit to) Operating Fund Reserves - 100,864,640 31,654,091 14,071,946 1,539,898 148,130,575 Use of Capital Construction Fund Reserves 32,200,000 30,239,123 3,202,294 - - 65,641,417 Use of Bond Proceeds 95,381,000 89,332,704 170,086,500 160,153,100 200,200,889 715,154,193 Total Capital Expenditures $ 168,041,252 $ 282,712,424 $ 301,849,947 $ 259,325,011 $ 278,692,639 $ 1,290,621,273 The City has planned improvements and expansions to the system to meet current service area needs. The City has identified $796.6 million in Water System capital expenditures, whichincludes $786.7 million for the adopted five-year capital improvement projects ending September 30, 2028, and $9.9 million in funding of operating capital, such as vehicles, machinery, andother minor equipment through September 30, 2028. The City has identified $494.0 million in Wastewater System capital expenditures, which includes $477.6 million for the adopted five-yearcapital improvement projects ending September 30, 2028 and approximately $16.4 million in funding of operating capital such as vehicles, machinery, and other minor equipment throughSeptember 30, 2028. FY2024-FY2028 capital improvement projects include related cost allocation. Rate revenues represent the amount of net rate revenue that is available for operating capital and capital improvement projects after bonds and subordinate indebtness debt service payments and any other revenue requirements specified by the City. 326CITY OF TAMPA, FLORIDAWATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2022AGREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Department/Project NameTotal ProjectCost (1)Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyWater ProjectsAdvanced Metering Infrastructure $ 209,852 0.1%88.6%11.4%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ACitywide Meter/Hydrant/ValveInstallation and Replacement $ 23,872,865 7.1%69.7%30.3%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ACitywide Water Main Replacements,Phase 2 $ 25,739,774 7.7%57.5%42.5%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AComprehensive Infrastructure forTampa's Neighborhoods, Phase I $ 22,299,989 6.6%54.7%45.3%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AD. L. Tippin Chemical SystemImprovements $ 19,190,090 5.7%80.2%19.8%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AD. L. Tippin Filter Improvements $ 3,873,289 1.2%95.1%4.9%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AD. L. Tippin High Service Pump Station $ 47,438,769 14.1%80.4%19.6%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AD. L. Tippin Ozone Improvements,Phases 1 and 2 $ 1,605,807 0.5%21.0%79.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/A327B-173 CITY OF TAMPA, FLORIDAWATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2022A (Continued)GREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Department/Project NameTotal ProjectCost (1)Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyWater Projects (continued)Hillsborough River Dam $ 1,000,000 0.3%42.9%57.1%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ALower Peninsula Watershed Plan -Southeast Region $ 3,006,281 0.9%15.0%85.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ANorth B St/Himes Ave CIAC Phase 5 $ 2,329,239 0.7%73.5%26.5%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AOther Water Program $ 200,000 0.1%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWater Production Program $ 5,063,636 1.5%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWater CIP Project Cost Allocation $ 2,243,801 0.7%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWastewater Projects 131st Avenue Trunk SewerRehabilitation $ 987,802 0.3%65.7%34.3%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AAnnual Wastewater Cured-In-PlacePipeline Rehabilitation Contract $ 5,338,980 1.6%53.1%46.9%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/A328CITY OF TAMPA, FLORIDAWATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2022A (Continued)GREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Department/Project NameTotal ProjectCost (1)Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyWastewater Projects (continued)Armenia/Howard/Columbus GravitySewer Rehabilitation $ 2,625,660 0.8%22.0%78.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ABallast Point Pumping StationRehabilitation $ 2,877,300 0.9%30.9%69.1%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ABayshore Pumping Station PumpAddition $ 5,834,964 1.7%9.4%90.6%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ABelmar Gardens Collection SystemRehabilitation $ 1,211,116 0.4%63.0%37.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ACollection System RehabilitationContract $ 8,121,897 2.4%98.8%1.2%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ACollection System Rehabilitation $ 929,162 0.3%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AComprehensive Infrastructure forTampa's Neighborhoods, Phase I $ 30,695,864 9.1%68.2%31.8%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ACured-In-Place Pipe Rehabilitation $ 1,118,234 0.3%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/A329B-174 CITY OF TAMPA, FLORIDAWATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2022A (Continued)GREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Project NameTotal ProjectCost (1)Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023(by dollars)Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyWastewater Projects (continued)Downtown Gravity Rehabilitation byCIPP $ 3,421,436 1.0%38.5%61.5%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AEngineering Consulting Services $ 222,822 0.1%69.6%30.4%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AExecutive Park Gravity SewerReplacement $ 2,361,901 0.7%92.7%7.3%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AFDOT - Heights Projects North TampaStreet and Floridia Avenue $ 152,222 0.0%34.7%65.3%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AFloribraska Gravity Sewer CIPP Lining $ 793,687 0.2%60.6%39.4%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AForce Main Discharge Rehabilitation $ 729,000 0.2%80.5%19.5%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AH. F. Curren AWTP Master Plan $ 90,613,888 27.0%42.9%57.1%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AH. F. Curren Methanol TankReplacement $ 109,722 0.0%94.7%5.3%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/A330CITY OF TAMPA, FLORIDAWATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2022A (Continued)GREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Project NameTotal ProjectCost (1)Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023(by dollars)Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyWastewater Projects (continued)H. F. CurrenMiscellaneous Treatment Plant Improvements $ 600,000 0.2%54.1%45.9%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AHarbour Island Force Main Replacement $ 12,487 0.0%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AHoward F. Curren Chemical UnloadingTrain Rail $ 1,034,966 0.3%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AKennedy Boulevard Gravity SewerRehabilitation by CIPP $ 854,155 0.2%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ALarge Gravity Sewer Cleaning $ 887,261 0.3%83.5%16.5%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AMiscellaneous Pumping Station Repairs $ 100,000 0.0%78.5%21.5%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AMiscellaneous Pumping Stations RiserRehabilitation $ 1,396,028 0.4%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/APalma Ceia Gravity Sewer Rehabilitation $ 3,175,898 0.9%37.6%62.4%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/A331B-175 CITY OF TAMPA, FLORIDAWATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2022A (Continued)GREEN BONDS ANNUAL IMPACT REPORTFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023Project NameTotal ProjectCost (1)Bond ProceedsAllocated to Project asof September 30, 2023PercentageCompleted as ofSeptember 30, 2023(by dollars)Percentage of BondProceeds Remainingfor Project as ofSeptember 30, 2023Description of Environmental Benefit(s) andMethodology/Assumptions Used to DetermineEnvironmental Benefit (including at least 1environmental indicator)Description of ESGControversies, if anyWastewater Projects (continued)Pumping Stations RehabilitationDesign-Build $ 3,443,363 1.0%67.9%32.1%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/ATuberculated Gravity PipelineRehabilitation $ 2,314,872 0.7%46.3%53.7%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AVirginia Pumping Station Rehabilitation $ 806,015 0.2%24.1%75.9%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWastewater Collection System Program $ 3,750 0.0%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWastewater Pumping Stations Program $ 150,264 0.0%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWater Avenue Gravity SewerRehabilitation by CIPP $ 1,382,767 0.4%0.0%100.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AYbor Pumping Station StandbyGenerator $ 306,500 0.1%49.4%50.6%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/AWastewater CIP Project Cost Allocation $ 3,261,661 1.0%100.0%0.0%Water quality and prevention of pollutionClimate change adaptationEnergy efficiencyN/A(1) "Total Project Cost" includes anticipated interest earnings of $5,505,462.332CITY OF TAMPA, FLORIDAWATER AND SEWER SYSTEMS REVENUE BONDS TEN LARGEST CUSTOMERS OF THE WATER SYSTEM FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023CustomersAnnual Usage (ccf)Metered Sales RevenueMacDill Air Force Base 478,560 $ 1,553,515 Pepsi Cola Bottling Company 227,311 1,506,314 Tampa Hard Rock Hotel & Casino 176,169 1,373,130 Hillsborough County 1 318,465 1,261,121 Cott Beverages 193,357 1,238,471 Coca-Cola Beverages Florida 157,705 1,176,190 Hillsborough County Utilities 294,049 1,164,434 Tampa Electric Company (TECO) 136,099 985,534 University of South Florida 147,393 929,020 Hillsborough County Hospital Authority 201,210 831,281 (1) Interconnects at 2606 S. 82nd and at 70th and Kingston Dr.333B-176 CITY OF TAMPA, FLORIDAWATER AND SEWER SYSTEMS REVENUE BONDSTEN LARGEST CUSTOMERS OF THE WASTEWATER SYSTEM FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023CustomersAnnual Discharge (ccf)Metered Sales RevenueCity of Temple Terrace 1,196,510 $ 5,396,260 Hillsborough County 339,244 2,245,795 University of South Florida 355,626 1,884,818 Seminole Hard Rock Hotel & Casino Tampa 255,156 1,161,042 Hillsborough County Utilities 156,366 1,035,143 Hillsborough County Aviation Authority 316,558 838,879 James A. Haley Veterans' Hospital 230,786 763,902 SeaWorld Parks & Entertainment LLC 120,789 622,247 Cott Beverages 104,861 555,763 Pepsi Cola Bottling Company 101,475 537,818 334 (This page intentionally left blank.) B-177 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDS EXISTING MONTHLY WATER AND WASTEWATER RATES SEPTEMBER 30, 2023 Existing Monthly Water and Wastewater Rates and Base Charges Water Rates – Consumption Charge (1) Tier Inside City Outside City Residential Customer Class Consumption First 5 ccf per month, per ccf (2) 0 $ 2.72 $ 3.40 Next 8 ccf per month, per ccf 1 3.17 3.96 Next 13 ccf per month, per ccf 2 5.33 6.66 Next 20 ccf per month, per ccf 3 7.10 8.87 In excess of 46 ccf per month, per ccf 4 8.20 10.25 Apartment Customer Class Consumption First 2 ccf per month, per ccf, per unit 0 $ 2.72 $ 3.40 Next 4 ccf per month, per ccf, per unit 1 3.17 3.96 Next 6 ccf per month, per ccf, per unit 2 5.33 6.66 Next 9 ccf per month, per ccf, per unit 3 7.10 8.87 In excess of 21 ccf per month, per ccf, per unit 4 8.20 10.25 Master Metered Single Family Sub-Division Consumption First 5 ccf per month, per ccf, per residence 0 $ 2.72 $ 3.40 Next 8 ccf per month, per ccf, per residence 1 3.17 3.96 Next 13 ccf per month, per ccf, per residence 2 5.33 6.66 Next 20 ccf per month, per ccf, per residence 3 7.10 8.87 In excess of 46 ccf per month, per ccf, per residence 4 8.20 10.25 335 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSEXISTING MONTHLY WATER AND WASTEWATER RATES SEPTEMBER 30, 2023 Existing Monthly Water and Wastewater Rates and Base Charges (continued) Water Rates – Consumption Charge (1) (continued) Tier Inside City Outside City Master Metered Mixed Use Consumption To Be Calculated 0 $ 2.72 $ 3.40 To Be Calculated 1 3.17 3.96 To Be Calculated 2 5.33 6.66 To Be Calculated 3 7.10 8.87 To Be Calculated 4 8.20 10.25 All Other Customer Classes Charge for monthly consumption up to threshold amount per ccf 1 $ 3.17 $ 3.96 Charge for monthly consumption from the threshold amount per ccf 2 5.33 6.66 Charge for monthly consumption from twice the threshold up to three and one-half time the threshold amount per ccf 3 7.10 8.87 Charge for monthly consumption over three and one-half times the threshold amount per ccf 4 8.20 10.25 Wastewater Rates - Disposal Charge (1) Disposal Charge, per ccf (2) $ 5.30 $ 6.62 336 B-178 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDS EXISTING MONTHLY WATER AND WASTEWATER RATESSEPTEMBER 30, 2023 Existing Monthly Water and Wastewater Rates and Base Charges (continued) Water - Monthly Base Charge (1) (effective October 1, 2022) Inside City Outside City Residential Per Account $ 5.00 $ 6.25 Apartment Per Unit $ 3.75 $ 4.68 Master Metered Single-Family Sub-Division Per Residence $ 5.00 $ 6.25 Master Metered Mixed Use Per Equivalent Meter Unit $ 5.00 $ 6.25 All Other Classes Meter Sizes: 5/8" Meter $ 5.00 $ 6.25 1" Meter $ 12.50 $ 15.62 1.5" Meter $ 25.00 $ 31.25 2" Meter $ 40.00 $ 50.00 3" Meter $ 75.00 $ 93.75 4" Meter $ 125.00 $ 156.25 6" Meter $ 250.00 $ 312.50 8" Meter $ 400.00 $ 500.00 10" Meter $ 575.00 $ 718.75 12" Meter $ 1,075.00 $ 1,343.75 Irrigation Water: Residential Per Account $ 5.00 $ 6.25 All Other Classes Meter Sizes: 5/8" Meter $ 5.00 $ 6.25 1" Meter $ 12.50 $ 15.62 1.5" Meter $ 25.00 $ 31.25 2" Meter $ 40.00 $ 50.00 3" Meter $ 75.00 $ 93.75 4" Meter $ 125.00 $ 156.25 6" Meter $ 250.00 $ 312.50 8" Meter $ 400.00 $ 500.00 10" Meter $ 575.00 $ 718.75 12" Meter $ 1,075.00 $ 1,343.75 337 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDS EXISTING MONTHLY WATER AND WASTEWATER RATESSEPTEMBER 30, 2023 Existing Monthly Water and Wastewater Rates and Base Charges (continued) Wastewater - Monthly Base Charge (1) (effective October1, 2022) Inside City Outside City Residential Per Account $ 5.00 $ 6.25 Apartment Per Unit $ 3.75 $ 4.68 Master Metered Single-Family Sub-Division Per Residence $ 5.00 $ 6.25 Master Metered Mixed Use Per Equivalent Meter Unit $ 5.00 $ 6.25 All Other Classes Meter Sizes: 5/8" Meter $ 5.00 $ 6.25 1" Meter $ 12.50 $ 15.62 1.5" Meter $ 25.00 $ 31.25 2" Meter $ 40.00 $ 50.00 3" Meter $ 75.00 $ 93.75 4" Meter $ 125.00 $ 156.25 6" Meter $ 250.00 $ 312.50 8" Meter $ 400.00 $ 500.00 10" Meter $ 575.00 $ 718.75 12" Meter $ 1,075.00 $ 1,343.75 (1) On September 5, 2019, City Council approved Resolutions 2019-694 and 2019-695 implementing a 20-year rate increase, andestablishing a new base charge effective November 1, 2019, for both the Water and Wastewater departments. (2) The City measures water and wastewater usage and billing in units equal to one hundred (100) cubic feet of water (CCF),which is equivalent to 748 gallons of water. (3) For all other customer classes, the threshold consumption levels are identified in the next table. 338 B-179 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDS EXISTING MONTHLY WATER AND WASTEWATER RATESSEPTEMBER 30, 2023 Existing Monthly Water and Wastewater Rates and Base Charges (continued) Customer Class Threshold Consumption (CCF) Air Force Base 80,000 Amusement Theme Park 28,000Amusement Water Park 9,600 Brewery 29 (a) Commercial, Small 50Commercial, Medium 280 Commercial, Large 2,500 Hospital 20 (b) Industrial, Small 26 Industrial, Medium 300Industrial, Large 6,040 Inn 12 (c) Office Building 6 (d) Water Franchise 0 (e) Master Metered Mixed Use Development calculated (f ) (a) Consumption per 100 barrels of product produced.(b) Consumption per bed.(c) Consumption per rental room or suite.(d) Consumption per 1,000 square feet net office space.(e)Threshold consumption is the sum of the franchise's individual customer's threshold consumption listed in this sectionminus all water produced for the use of the franchise obtained from sources other than the Tampa water system.(f) Threshold consumption is calculated on the sum of the threshold consumption listed in this section for the developmentunits served by the master meter. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 339 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Existing Reclaimed Water Fees (1) Meter Size Application Fee Meter Installation 5/8"x3/4", 3/4" $ 15 $ 375 1" 15 445 1-1/2" 70 695 2" 70 890 Water Application and Meter Installation Fees (2) Meter Size Application Fee Meter Installation 5/8"x3/4", 3/4" $ 15 $ 375 1" 15 445 1-1/2" 70 695 2" 70 890 (1) As provided in Resolution No. 2004-602. (2) As provided in Resolution No. 2005-1165. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 340 B-180 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Water Meter Connection Fees (1) Buildings Existing Prior toMeter Specifications 10/1/97 New Construction Size Flow Rate (gpm)Inside City Outside City Inside City Outside City 3/4"0 – 20 $ 2,800 $ 2,800 $ 2,800 $ 3,500 1"21 – 50 7,000 7,000 7,000 8,750 1-1/2"51 – 75 10,500 10,500 10,500 13,125 1-1/2"76 – 100 14,000 14,000 14,000 17,500 2"101 – 125 17,500 17,500 17,500 21,000 2"126 – 150 21,000 21,000 21,000 26,250 2" or 3"151 – 200 28,000 28,000 28,000 35,000 3"201 – 300 42,000 42,000 42,000 52,500 1" or 4"301 – 500 70,000 70,000 70,000 87,500 1"501 – 750 105,000 105,000 105,000 131,250 4"751 – 1000 140,000 140,000 140,000 175,000 6"1001 – 1500 210,000 210,000 210,000 262,500 6" or 8"1501 – 3000 420,000 420,000 420,000 525,000 (1) As provided in Resolution No. 2005-1165. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 341 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Customer Deposits for Water and Sewer Service (1) Metered Service Meter Size Water Wastewater 5/8" $ 45 $ 45 1" 60 60 1-1/2" 105 105 2" 150 150 3" 300 300 4" 450 450 6" 900 900 8" 1,500 1,500 Unit Count Unmetered Service PerNumber of Units 1 $ 45 2 – 10 60 11 – 100 105 101 – 200 150 201 – 400 300 401 – 600 450 601 – 800 600 Over 800 900 Other Service Stations $ 60 Laundromats 70 Warehouses 60 (1) As provided in Resolution No. 2005-863. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 342 B-181 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Water and Wastewater Capacity Fees Water Capacity Fees 1 2 March 1, 2021 March 1, 2022 March 1, 2023 Non-CIAC Areas, per ERU $ 1,028 $ 1,370 $ 1,713 CIAC Areas, per ERU 612 816 1,020 Affordable Housing - - - Wastewater Capacity Fees 2 3 March 1, 2021 March 1, 2022 March 1, 2023 Per Wastewater ERU $ 1,237 $ 1,237 $ 1,237 Affordable Housing - - - Application for Sanitary Sewer Services Fees Service Type Single-Family Residence or Single Duplex $ 50 Single-Family Residence Line Extension 100 Multi-Family Residence, Commercial Industrial 250 (1) On October 15, 2020, City Council approved Ordinance 2020-104 adopting Water capacity fees and fee structure, effectiveMarch 1, 2021. The adopted fee schedule also included Water capacity fee increases on March 1, 2022 and March 1, 2023.(2) Water and Wastewater capacity fees shall be based on the number of equivalent residential units (ERU’s). Water andWastewater capacity fees shall be reviewed every five (5) years and updated, if determined to be necessary.(3) On October 15, 2020, City Council approved Ordinance 2020-104 amending Wastewater capacity fees and fee structure,effective March 1, 2021. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 343 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Miscellaneous Fees and Charges Fire Protection Charges 1 Fire Flow Rate (gpm)Application Fee Capacity Fee Annual Service Fee 0 – 50 $ 70 $ 3,950 $ 10 51 – 100 70 5,140 10 101 – 150 70 5,990 10 151 – 300 70 7,780 30 301 – 500 70 9,343 90 501 – 750 70 10,994 90 751 – 1000 70 12,255 90 1001 – 1500 70 14,280 200 1501 – 2000 70 18,550 200 2001 – 3000 70 18,550 10" = 3002001 – 3000 70 18,550 12" = 5003001 – 4500 70 21,616 500 Meter Charge Fee Amount 5/8" x 3/4", 3/4" $ 115 1" 155 1-1/2" 310 2" 360 Installation Charge Fee Amount 5/8" x 3/4", 3/4" $ 665 1" 715 1-1/2" 990 2" 1,035 (1) As provided in Resolution No. 2005-1165. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 344 B-182 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Miscellaneous Fees and Charges (continued) Service Fees 2 Fee Amount Day turn-on (at curb lock) $ 30 Account start-up fee 30 Removal of curb lock 40 Broken curb lock 45 Delinquent account collection charge 25 Delinquent account collection charge if cut off 45 Emergency turn-on/off at owner's request 40 Bad check handling charge (based on amount of check): $50 or less $ 25 $50.01 - $300 30 $300.01 - $800 40 $800.01 and over 5.00 %of check amount Fire Hydrants Rental (annual rate): Inside City $ 40 Outside City 60 Meter Testing (by meter size) 5/8" x 3/4", 3/4", 1", 1-1/2" and 2" $ 45 3" and 4" 95 6" and larger 150 Installation of temporary 2" service line on hydrant 60 Deposit for temporary 2" service line on hydrant 700 Move a temporary 2" line from one location to another 60 Daily rental of a temporary 2" line installed on hydrant 2 Water rate at a bulk watering station per tank truck: 1 gallon to 2,000 gallons $ 3 2,001 gallons to 5,000 gallons 5 5,001 gallons to 10,000 gallons 10 (2) Service fees pursuant to Resolution No. 2005-1165 and Resolution No. 2010-896, and the City's bad check policy, whichis in conformance with the Florida Statutes section 832.10. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 345 CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDSSEPTEMBER 30, 2023 Rate Comparisons Single Metered Residential Service for a5/8" or 3/4" Meter at 6,000 Gallons 1 Description Water Wastewater Total City of Tampa: 2 Existing Rates $ 28.18 $ 31.50 $ 59.68 Adopted Rates - FY2024 31.73 33.30 65.03 Adopted Rates - FY2025 35.56 35.10 70.66 Adopted Rates - FY2026 38.26 36.95 75.21 Adopted Rates - FY2027 39.58 38.80 78.38 Adopted Rates - FY2028 40.90 40.70 81.60 Florida Counties: 3 Hillsborough County $ 40.07 $ 55.45 $ 95.52 Manatee County 26.21 56.79 83.00 Miami-Dade County 23.30 45.23 68.53 Pasco County 24.08 62.07 86.15 Pinellas County 40.75 65.19 105.94 Polk County 26.09 75.02 101.11 Sarasota County 39.34 84.95 124.29 Florida Cities: 3 Clearwater $ 58.92 $ 73.20 $ 132.12 Jacksonville (JEA) 20.40 45.96 66.36 Lakeland 24.78 48.55 73.33 Orlando / OUC 16.00 56.88 72.88 Plant City 22.76 58.66 81.42 St. Petersburg 48.98 82.36 131.34 Tallahassee 25.52 69.56 95.08 Temple Terrace 21.83 72.70 94.53 Survey Average $ 30.80 $ 63.50 $ 94.30 (1) Unless otherwise noted, amounts shown reflect residential rates exclusive of taxes, surcharges or franchise fees, if any, and reflectrates charged for inside the city service. All rates are as reported by the respective utility. This comparison is intended to showcomparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates andcharges offered by each listed utility. (2) Amount based on an assumed sewer maximum of 3,700 gallons per month or approximately 5 CCF gallons. (3) Amounts shown reflect residential rates in effect on or after September 30, 2023. Source: City of Tampa Code, Section 26-31, Schedule of Water and Wastewater Rates. 346 B-183 Single Audit Section The Single Audit Section includes a report on the City’s compliance with applicable federal laws and regulations related to the Single Audit Act, Office of Management and Budget (OMB), Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards Subpart F. This section contains: Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Independent Auditor’s Report on Compliance for each Major Federal Program and Major State Project and on Internal Control over Compliance and Report on Schedule of Expenditures of Federal Awards and State Financial Assistance required by the Uniform Guidance and Chapter 10.550, Rules of the Auditor General Schedule of Expenditures of Federal Awards and State Financial Assistance Notes to Schedule of Expenditures of Federal Awards and State Financial Assistance Schedule of Findings and Questioned Costs Summary Schedule of Prior Audit Findings 347 (This page intentionally left blank.) 348 B-184 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS The Honorable Mayor and Members of the City Council City of Tampa, Florida We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Tampa, Florida (the “City”) as of and for the year ended September 30, 2023, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated March 13, 2024. Our report includes a reference to other auditors who audited the financial statements of the City’s Firefighters and Police Officers’ Pension Trust Fund. This report includes our consideration of the results of the other auditor’s testing of internal control over financial reporting and compliance and other matters that are reported on separately by those other auditors. However, this report, insofar as it relates to the results of the other auditors, is based solely on the reports of the other auditors. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 349 The Honorable Mayor and Members of the City Council City of Tampa, Florida Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the City’s basic financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, grant agreements and contracts, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. We noted certain matters that we reported to management of the City in a separate letter dated March 13, 2024. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Certified Public Accountants Tampa, Florida March 13, 2024 350 B-185 INDEPENDENT AUDITOR’S REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM AND MAJOR STATE PROJECT AND ON INTERNAL CONTROL OVER COMPLIANCE AND REPORT ON SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE REQUIRED BY THE UNIFORM GUIDANCE AND CHAPTER 10.550, RULES OF THE AUDITOR GENERAL The Honorable Mayor and Members of the City Council City of Tampa, Florida Report on Compliance for Each Major Federal Program and State Project Opinion on Each Major Federal Program and State Project We have audited the compliance of the City of Tampa, Florida (the “City”) with the types of compliance requirements described in the U.S. Office of Management and Budget (“OMB”) Compliance Supplement and Department of Financial Services State Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs and major state projects for the year ended September 30, 2023. The City’s major federal programs and major state projects are identified in the summary of auditor’s results section of the accompanying Schedule of Findings and Questioned Costs. In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs and major state projects for the year ended September 30, 2023. Basis for Opinion for Each Major Federal Program and State Project We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance); and Chapter 10.550, Rules of the Auditor General. Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above. Responsibility of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the City’s federal programs and state projects. 351 The Honorable Mayor and Members of the City Council City of Tampa, Florida Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards, Government Auditing Standards, and the Uniform Guidance; and Chapter 10.550, Rules of the Auditor General will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is con- sidered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of each major federal program and state project as a whole. In performing an audit in accordance with generally accepted auditing standards, Government Auditing Standards, the Uniform Guidance, and Chapter 10.550, Rules of the Auditor General, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include ex- amining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered nece- ssary in the circumstances. • Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance and Chapter 10.550, Rules of the Auditor General, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Report on Internal Control over Compliance A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program or state project on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program or state project will not be prevented, or detected and corrected on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficien- cies, in internal control over compliance with a type of compliance requirement of a federal program or state project that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. 352 B-186 The Honorable Mayor and Members of the City Council City of Tampa, Florida Report on Internal Control over Compliance (Continued) Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant defi- ciencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses as defined above. However, material weaknesses may exist that have not been identified. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards and State Financial Assistance We have audited the basic financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City as of and for the year ended September 30, 2023, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. We issued our report thereon dated March 13, 2024, which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The accompanying Schedule of Expenditures of Federal Awards and State Financial Assistance is presented for the purposes of additional analysis, as required by the Uniform Guidance, Chapter 69I-5, Schedule of Expenditures of State Financial Assistance, Rules of the Department of Financial Services, and Chapter 10.550, Rules of the Auditor General, and is not a required part of the financial statements. Such information is the responsibility of management and was derived from, and relates directly to, the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements taken as a whole. Certified Public Accountants Tampa, Florida March 13, 2024 353 (This page intentionally left blank.) 354 B-187 CITY OF TAMPA, FLORIDASCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Pass-Through Amount FEDERAL GRANTS ALN Grant Identifying Provided toFUNDING SOURCE AND GRANT PROGRAM Number Number Number Expenditures Subrecipients DEPARTMENT OF COMMERCE: Office for Coastal Management: 11.473 Passed through National Fish & Wildlife Association: Palmetto Beach Living Coastline 0318.22.072935 N/A $ 346,485 $ - Total Program 346,485 - Total Department of Commerce 346,485 - DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT: Housing Counseling Assistance Program: 14.169 Comprehensive Housing Counseling HC210421020 N/A 22,081 - Total Program 22,081 - Community Development Block Grant (CDBG) - Entitlement Grant Cluster: 14.218 Direct AwardsFY 21 Community Development Block Grant - CV1 &CV3 B-20-MW-12-0020 N/A 1,221,499 566,554 FY 23 Community Development Block Grant B-22-MC-12-0020 N/A 1,683,183 730,526 FY 22 Community Development Block Grant B-21-MC-12-0020 N/A 120,978 57,800 FY 21 Community Development Block Grant B-20-MC-12-0020 N/A 1,150,000 - FY 20 Community Development Block Grant B-19-MC-12-0020 N/A 569 - FY 19 Community Development Block Grant B-18-MC-12-0020 N/A 69,431 - FY 18 Community Development Block Grant B-17-MC-12-0020 N/A 435,808 - FY 17 Community Development Block Grant B-16-MC-12-0020 N/A 158,208 - FY 16 Community Development Block Grant B-15-MC-12-0020 N/A 5,984 - Total Cluster 4,845,660 1,354,880 Community Development Block Grants/State's Program and 14.228 Non-Entitlement Grants in Hawaii:Passed through Florida Department of Economic Opportunity: Creative Academic Readiness Education - CDBG-CV 22CV-E06 N/A 86,905 - Community Development Block Grant Mitigation Program MT016 N/A 358,383 - Total Program 445,288 - Emergency Solutions Grant Program: 14.231 FY 23 Emergency Solutions Grant Program (RUSH)E-22-MW-12-0020 N/A 17,693 - FY 23 Emergency Solutions Grant Program E-22-MC-12-0020 N/A 183,195 176,171 FY 22 Emergency Solutions Grant Program E-21-MC-12-0020 N/A 54,312 54,312 Total Program 255,200 230,483 HOME Investment Partnerships Program: 14.239 FY 22 Home Investment Partnerships Program (HOME ARP) M-21-MP-12-0222 N/A 19,398 - FY 23 Home Investment Partnerships Program M-22-MC-12-0222 N/A 450,580 - FY 22 Home Investment Partnerships Program M-21-MC-12-0222 N/A 617,127 - FY 21 Home Investment Partnerships Program M-20-MC-12-0222 N/A 1,386,499 - FY 20 Home Investment Partnerships Program M-19-MC-12-0222 N/A 175,303 175,303 FY 19 Home Investment Partnerships Program M-18-MC-12-0222 N/A 399,386 - FY 18 Home Investment Partnerships Program M-17-MC-12-0222 N/A 18,028 - Total Program 3,066,321 175,303 Housing Opportunities for Persons with AIDS (HOPWA): 14.241 FY 22 Housing Opportunities For Persons With AIDS Competitive (HOPWA-C) FLH200113 N/A 265,862 31,478 FY 23 Housing Opportunities For Persons With AIDS FLH22F003 N/A 4,608,084 4,467,226 FY 22 Housing Opportunities For Persons With AIDS FLH21F003 N/A 83,451 80,253 Total Program 4,957,397 4,578,957 355 CITY OF TAMPA, FLORIDASCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Pass-Through AmountFEDERAL GRANTS ALN Grant Identifying Provided toFUNDING SOURCE AND GRANT PROGRAM Number Number Number Expenditures Subrecipients DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT: Fair Housing Assistance Program - State and Local (FHAP) 14.401 FY 22 Fair Housing Initiative Program (FHIP)FEO1210048 N/A $ 39,478 $ - FY 22 Fair Housing Assistance Program FF204K204009 N/A 15,512 - FY 21 Fair Housing Assistance Program FF204K204009 N/A 3,771 - FY 20 Fair Housing Assistance Program FF204K204019 N/A 254 - FY 19 Fair Housing Assistance Program FF204K194019 N/A 30 - Total Program 59,045 - Healthy Homes Production Program: 14.913 FY 22 Healthy Homes Production Program FLHHP0067-22 N/A 2,713 - 2,713 - Total Department of Housing and Urban Development 13,653,705 6,339,623 DEPARTMENT OF JUSTICE: Direct Awards Project Safe Neighborhoods: 16.609 Passed through Florida Department of Law Enforcement:FY 20 Project Safe Neighborhoods - Middle District of Florida (PSNM) Program 2020-GP-BX-0068 N/A 108,194 - Total Program 108,194 - Public Safety Partnership and Community Policing Grant Program: 16.710 FY 21 COPS Hiring Program (CHP)15JCOPS-21-GG-06501-UHPX N/A 49,257 - Total Program 49,257 - Edward Byrne Memorial Justice Assistance Grant Program: 16.738 FY 22 Bureau of Justice Assistance Grant 15PBJA-22-GG-02145-JAGX N/A 82,508 - FY 21 Bureau of Justice Assistance Grant 15PBJA-21-GG-01355-JAGX N/A 125,740 - FY 20 Bureau of Justice Assistance Grant 2020-DJ-BX-0820 N/A 1,512 - FY 19 Crime Gun Intelligence Center (CGIC) Initiative 2019-DG-BX-0013 N/A 144,501 21,013 Total Program 354,261 21,013 Comprehensive Opiod, Stimulant, and Substance Abuse Program: 16.838 FY 19 Comprehensive Opioid Abuse Site-Based Program (COAP)2019-AR-BX-K012 N/A 505,335 130,533 Total Program 505,335 130,533 Equitable Sharing Program: 16.922 Law Enforcement Trust Fund N/A N/A 250,820 - Total Program 250,820 - Total Department of Justice 1,267,867 151,546 (This space intentionally left blank) 356 B-188 CITY OF TAMPA, FLORIDA SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued)FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Pass-Through AmountFEDERAL GRANTS ALN Grant Identifying Provided to FUNDING SOURCE AND GRANT PROGRAM Number Number Number Expenditures SubrecipientsDEPARTMENT OF TRANSPORTATION: Railroad Safety: 20.301 Trespassing Prevention Program 69A365234039000CRSFL N/A $ 41,322 $ - Total Cluster 41,322 - State and Community Highway Safety Cluster: 20.600 Passed through Florida Department of Transportation:FY 23 Impaired Driving-Last Call G2D20 N/A 602,066 - FY 23 Safe Motorcycle and Rider Techniques (SMART) G2C68 N/A 184,886 - FY 23 Speeding and Aggressive Driving G2E11 N/A 212,117 - FY 23 The "Work Zone" is a "No Crash Zone"G2D08 N/A 43,985 - National Priority Safety Programs Cluster: 20.616 FY 23 Occupant Protection-Sight Tight and Belt Right G2D85 N/A 197,034 - Total Cluster 1,240,088 - Total Department of Transportation 1,281,410 - DEPARTMENT OF TREASURY: COVID-19 Emergency Rental Assistance (ERA) Program Cluster: 21.023 COVID-19 Emergency Rental Assistance Program (ERA 1) Program 1 ERA-363 N/A 22,819 - Total Cluster 22,819 - Coronavirus State and Local Fiscal Recovery Funds: 21.027 American Rescue Plan Act (ARP)N/A N/A 38,958,384 - Total Program 38,958,384 - Total Department of Treasury 38,981,203 - EQUAL EMPLOYMENT OPPORTUNITY COMMISSION:Direct AwardsEmployment Discrimination (Multi AL#): 30.001 EEOC-Discrimination Grant - 21 EEC45310021C0036 N/A 3,890 - Total Program 3,890 - Total Equal Employment Opportunity Commission 3,890 - UNITED STATES ENVIRONMENTAL PROTECTION AGENCY: Gulf of Mexico Trash Free Waters 66.475 02D19022 N/A 51,539 - Brownfields Multipurpose, Assessment, Revolving Loan Fund, andCleanup 66.818 02D09721 N/A 60,979 - Total Program 112,518 - Total United States Environmental Protection Agency 112,518 - DEPARTMENT OF HEALTH AND HUMAN SERVICES AND THE ADMINISTRATION FOR COMMUNITY LIVING: Paralysis Resource Center: 93.325 Passed through the Christopher & Dana Reeve Foundation FY 22 1st Cycle Direct Effect Quality of Life 90PRRC0006-01-00 N/A 23,750 - Total Program 23,750 - Total Department of Health and Human Services and the Administration of Community Living 23,750 - 357 CITY OF TAMPA, FLORIDASCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Pass-Through AmountFEDERAL GRANTS ALN Grant Identifying Provided toFUNDING SOURCE AND GRANT PROGRAM Number Number Number Expenditures Subrecipients CORPORATION FOR NATIONAL AND COMMUNITY SERVICE: Americorps State and National:94.006Passed through Volunteer FloridaFY 23-24 Tampa Urban Envionmental Stewardship 21AFHFL0010010 N/A $ 32,196 $ - FY 22-23 Tampa Urban Envionmental Stewardship 21AFHFL0010010 N/A 134,403 - Total Program 166,599 - AmeriCorps Seniors Senior Demonstration Program:94.017 Mayor's Mentoring Corps with Foster Grandparents 22SDHFL005 N/A 28,396 - Total Program 28,396 - Total Corporation for National and Community Service 194,995 - EXECUTIVE OFFICE OF THE PRESIDENT: Direct Awards High Intensity Drug Trafficking Areas Program: 95.001 FY 23 HIDTA-High Intensity Drug Trafficking Areas G23CF0004A N/A 147,999 - FY 22 HIDTA-High Intensity Drug Trafficking Areas G22CF0004A N/A 125,907 - FY 21 HIDTA-High Intensity Drug Trafficking Areas G21CF0004A N/A 28,495 - Total Program 302,401 - Total Executive Office of the President 302,401 - DEPARTMENT OF HOMELAND SECURITY: Disaster Grants - Public Assistance (Presidentially Declared Disasters): 97.036 Passed through Florida Division of Emergency Management:FY 23 Hurricane Idalia (DR4734)Z4734 N/A 2,918,884 - FY 22 Hurricane Irma (DR4673)Z4673 N/A 4,642,727 918,334 COVID-19 - Public Assistance (DR4486)DR4486/Z1911 N/A 246,450 - Sub-Total Program 7,808,061 918,334 Hazard Mitigation Grant: 97.039 Passed through Florida Division of Emergency Management:Krause Wastewater Pump, Generators 20-HM-4337-29-BF-H0493 N/A 293,963 - Ybor Wastewater Pump, Generators 20-HM-4337-29-BF-H0485 N/A 477,768 - Sub-Total Program 771,731 - Emergency Management Performance Grants: 97.042 Direct AwardsFY 23 Community Emergency Response Team (CERT)CERT 23-009 N/A 9,667 - Sub-Total Program 9,667 - Assistance to Firefighters Grant: 97.044 Direct AwardsFY 21 Assistance to Firefighters Grant Program EMW-2021-FG-10096 N/A 604,254 - FY 20 Assistance to Firefighters Grant Program EMW-2020-FG-13944 N/A 1,130,747 - Sub-Total Program 1,735,001 - 358 B-189 CITY OF TAMPA, FLORIDASCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued)FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Pass-Through Amount FEDERAL GRANTS ALN Grant Identifying Provided toFUNDING SOURCE AND GRANT PROGRAM Number Number Number Expenditures Subrecipients DEPARTMENT OF HOMELAND SECURITY: Port Security Grant Program (PSGP): 97.056 Direct AwardsFY 20 Port Security Grant Program - Police EMW-2019-PU-00522 N/A $ 348,750 $ - Sub-Total Program 348,750 - Homeland Security Grant Program: 97.067Passed through Florida Department of Community Affairs:FY 22 Urban Area Security Initiative (UASI) EMW-2022-SS-00029-S01 R0590 111,637 15,600 FY 21 Urban Area Security Initiative (UASI) EMW-2021-SS-00056-S01 R0523 1,847,249 1,046,258 FY 20 Urban Area Security Initiative (UASI) EMW-2020-SS-00035-S01 R0329 761,575 537,580 FY 19 Urban Area Security Initiative (UASI) EMW-2019-SS-00049 R0070 164,348 - Sub-Total Program 2,884,809 1,599,438 Passed through Florida Division of Emergency Management:FY 21 State Homeland Security Grant Program - Police EMW-2021-SS-00056-S01 R0524 94,799 - FY 20 State Homeland Security Grant Program - Police EMW-2020-SS-0035-S01 R0322 241,175 - Sub-Total Program 335,974 - Staffing for Adequate Fire and Emergency Response (SAFER): 97.083 Staffing for Adequate Fire and Emergency Response (SAFER) Grant-2020 EMS-2020-FF-01276 N/A 586,117 - Sub-Total Program 586,117 - Total Program 14,480,109 2,517,772 Total Department of Homeland Security 14,480,109 2,517,772 TOTAL EXPENDITURES OF FEDERAL AWARDS $ 70,648,334 $ 9,008,941 (This space intentionally left blank) 359 CITY OF TAMPA, FLORIDASCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 Pass-Through AmountSTATE GRANTS CSFA Grant Identifying Provided to FUNDING SOURCE AND GRANT PROGRAM Number Number Number Expenditures Subrecipients FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION: Resilient Florida Programs: 37.098 Tampa Bay Regional Inundation Coordination 23RRE02 N/A $ 275,000 $ - City of Tampa Vulnerability Assessment 22PLN78 N/A 17,260 - Total Program 292,260 - Innovative Technologies:37.103 Pilot Project for Algae Control using Non-Invasive Ultrasonic Technology INV32 11,510 - 11,510 - Total Florida Department of Environmental Protection 303,770 - FLORIDA HOUSING FINANCE CORPORATION: State Housing Initiatives Partnership Program (SHIP): 40.901 FY 23 State Housing Initiative Program S.420.9073 N/A 1,556,529 - FY 22 State Housing Initiative Program S.420.9073 N/A 3,024,512 1,010,392 FY 21 State Housing Initiative Program S.420.9073 N/A (6,904) - FY 20 State Housing Initiative Program S.420.9073 N/A 89,068 - FY 19 State Housing Initiative Program S.420.9073 N/A 53 - FY 17 State Housing Initiative Program S.420.9073 N/A (31,100) - FY 16 State Housing Initiative Program S.420.9073 N/A (2,631) - Total Program 4,629,527 1,010,392 Total Florida Housing Finance Corporation 4,629,527 1,010,392 Total Expenditures of State Financial Assistance 4,933,297 1,010,392 TOTAL EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE $ 75,581,631 $ 10,019,333 See accompanying Notes to Schedule of Expenditures of Federal Awards and State Financial Assistance. 360 B-190 Notes To Schedule Of Expenditures Of Federal Awards And State Financial Assistance Section The Notes to Schedule of Expenditures of Federal Awards and State Financial Assistance contains the following: Note 1 – General Note 2 – Summary of Significant Accounting Policies Note 3 – Indirect Cost Note 4 – Hurricanes Note 5 – Emergency Rental Assistance Note 6 – American Rescue Plan Act 361 (This page intentionally left blank.) 362 B-191 CITY OF TAMPA, FLORIDA NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 1 – GENERAL The accompanying Schedule of Expenditures of Federal Awards and State Financial Assistance represents the federal and state-initiated grant activity of the City of Tampa, Florida (the “City”), recorded by the City during the fiscal year ended September 30, 2023. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The information in this schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards Subpart F, Chapter 69I-5, Schedule of Expenditures of State Financial Assistance, Rules of the Florida Department of Financial Services; and Chapter 10.550, Rules of the FloridaAuditor General. Therefore, some amounts presented in this schedule may differ from amounts shown in or used to prepare the basic financial statements of the City of Tampa, Florida. Basis of Accounting The expenditures in the accompanying Schedule of Expenditures of Federal Awards and State Financial Assistance are presented using the modified accrual basis of accounting, except for the proprietary funds presented on the accrual basis. The modified accrual basis recognizes expenditures in the period the associated liability is incurred, when matured and due, while expenses are recognized when incurred under the accrual basis. Such expenditures are reported following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. NOTE 3 – INDIRECT COST The City currently does not have a negotiated indirect cost rate for federal awards received. The City has also elected not to charge the de minimis rate of 10% allowed by the Office of Management and Budget (OMB) to all federal awards. The City uses a cost allocation method for the overhead to the federal awards that have been pre-approved based on documented justification provided to the federal agency. 363 CITY OF TAMPA, FLORIDA NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 4 – HURRICANES The City has incurred hurricane-related expenditures for the fiscal years 2023, 2022, and 2021. The City anticipates that all expenditures will be reimbursed through the Federal Emergency Management Agency (FEMA) and state grants, insurance proceeds, and general fund appropriations. The City's Annual Comprehensive Financial Report shows $257,929 in local hurricane-related expendituresincurred as of September 30, 2023. Hurricane Total Expenditures FY2023 Actual Expenditures FY2022 Actual Expenditures FY2021 Actual Expenditures Hurricane Ian 2022 - Local $ 580,649 $ 257,929 $ 322,720 $ - Hurricane Irma 2017 - Local 1,335 - - 1,335 Total $ 581,984 $ 257,929 $ 322,720 $ 1,335 Based on the Compliance Supplement (2 CFR Part 200, Appendix XI) dated April 2022 for the Department of Homeland Security, AL 97.036 –DISASTER GRANTS – PUBLIC ASSISTANCE (Presidentially Declared Disasters) OTHER INFORMATION Recording Expenditures on the Schedule of Expenditures of Federal Awards (SEFA) Non-Federal entities must record expenditures on the SEFA when: (1) FEMA has approved the non-Federal entity's Project Worksheet (PW), and (2)the non-Federal entity has incurred the eligible expenditures. Federal awards expended in years subsequent to the fiscal year in which the PW isapproved are to be recorded on the non-Federal entity's SEFA in those subsequent years. For example, (a). If FEMA approves the PW in the non-Federal entity's fiscal year 2021 and eligible expenditures are incurred in the non-Federal entity's fiscal year 2022, the non-Federal entity recordsthe eligible expenditures in its fiscal year 2022 SEFA. (b). If the non-Federal entity incurs eligible expenditures in its fiscal year 2021 and FEMAapproves the non-Federal entity's PW in the non-Federal entity's fiscal year 2022, the non-Federal entity records the eligible expenditures in its fiscal year 2022 SEFA with a footnote that discloses the amount included on the SEFA that was incurred in a prior year. 364 B-192 CITY OF TAMPA, FLORIDA NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 5 - EMERGENCY RENTAL ASSISTANCE On March 1, 2020, Florida Governor Ron DeSantis proclaimed a State of Emergency due to Coronavirus Disease 2019 (COVID-19), thus leading to a National Emergency declared on March 13, 2020. The COVID-19 pandemic caused a negative economic impact on residents with rental debt, fear of evictions, and loss of basic housing security. There were two separate programs designed to assist eligible households. Emergency Rental Assistance (ERA 1) serves to assist residents related to housing needs directly orindirectly related to the impact of COVID-19. Emergency Rental Assistance (ERA 2) was revised to assist eligible residents for ERA 1 and added to assist other eligible residents in promoting housing stability for eligible households to improve economic sustainability. The City of Tampa was successfully awarded nearly $22 million from the Department of Treasury in Fiscal Year (FY) 2021 to meet the needs of Tampa residents who were unable to pay rent/mortgage or/and utilities. Additionally, with the effort to meet the needs of citizens, the City of Tampa partnered with HillsboroughCounty to seek out eligible residents to improve their economic needs and sustainability. The City's Annual Comprehensive Financial Report shows that the City distributed the remaining of the awarded grant in emergency rental assistance-related expenditures incurred as of September 30, 2023. ALN 21.023 Total Awarded Total Expenditures FY2023 Actual Expenditures FY2022 Actual Expenditures FY2021 Actual Expenditures Emergency Rental Assistance (ERA 1 & ERA 2) $ 21,892,306 $ 21,892,306 $ 22,819 $ 10,722,182 $ 11,147,305 365 CITY OF TAMPA, FLORIDA NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE (Continued) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 NOTE 6 - AMERICAN RESCUE PLAN ACT United States President Joseph "Joe" Biden implemented a landmark of historic funding signed in March 2021 as The American Rescue Plan (ARP) Act. ARP provides emergency funding for state, local, territorial, and tribal governments to address the devastating impacts of the COVID-19 pandemic and instantly became a major opportunity to improve public health and economic commitment. The plan assists households, smallbusinesses, and nonprofits to advance a pathway for services incorporating equity, supporting communities, and increasing housing stability while promoting public trust. The funds also aid in impacting tourism, travel, and hospitality. The purpose of the ARP was to fight the COVID-19 pandemic and support families and businesses by enhancing their public health and economic crises. The City continues to expect a positive outcome to build a strong, resilient, and equitable recovery by bridging investments that support long-term growth, opportunity, and sustainability. The City of Tampa successfully executed an agreement totaling nearly $90 million with the U.S. Department of Treasury and the Department of Housing and Urban Development to assist Tampa citizens back to positive health and economic recovery. The City’s Annual Comprehensive Financial Report shows nearly $73 million of related expenditures for fiscal years 2023, 2022 and 2021 as of September 30, 2023. Grant Description TotalAwarded TotalExpenditures FY2023 ActualExpenditures FY2022 ActualExpenditures FY2021 ActualExpenditures HOME-ARP Investment Partnership (ALN# 14.239) $ 6,335,438 $ 30,519 $ 19,398 $ 11,121 $ - American Rescue Plan Act- ARP (ALN# 21.027) 80,373,543 72,476,216 38,958,384 20,462,262 13,055,570 Total $ 86,708,981 $ 72,506,735 $ 38,977,782 $ 20,473,383 $ 13,055,570 366 B-193 CITY OF TAMPA, FLORIDA Schedule of Findings and Questioned Costs For the Year Ended September 30, 2023 SECTION I - SUMMARY OF INDEPENDENT AUDITOR’S RESULTS Financial Statements Type of Auditor’s Report Issued: Unmodified Opinion Internal control over financial reporting: • Material weakness(es) identified? Yes X No • Significant deficiency(ies) identified? Yes X None reported Noncompliance material to financial statements noted? Yes X No Federal Awards and State Financial Assistance Internal control over major federal programs and major state projects: • Material weakness(es) identified? Yes X No • Significant deficiency(ies) identified? Yes X None reported Type of report issued on compliance for major federal programs and major state projects: Unmodified Opinion Any audit findings disclosed that are required to be reported in accordance with 2 CFR Section 200.516(a) of the Uniform Guidance or Chapter 10.557, Rules of the Auditor General? Yes X No Identification of Major Federal Programs and Major State Projects: AL Number(s) Name of Federal Program(s) 14.241 Housing Opportunities for Persons with Aids 21.027 Coronavirus State and Local Fiscal Recovery Funds CSFA Number(s) Name of State Project(s) 40.901 State Housing Initiatives Partnership (SHIP) Program Dollar threshold used to distinguish between Type A and Type B programs: Federal: $2,119,450 State: $750,000 Auditee qualified as low-risk auditee? X Yes No 367 CITY OF TAMPA, FLORIDA Schedule of Findings and Questioned Costs (Continued) For the Year Ended September 30, 2023 SECTION II - FINDINGS RELATED TO THE FINANCIAL STATEMENT AUDIT, AS REQUIRED TO BE REPORTED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS None reported. SECTION III - FEDERAL AWARD AND STATE FINANCIAL ASSISTANCE FINDINGS AND QUESTIONED COSTS SECTION REPORTED IN ACCORDANCE WITH THE UNIFORM GUIDANCE AND CHAPTER 10.550, RULES OF THE AUDITOR GENERAL None reported. SECTION IV - PRIOR YEAR AUDIT FINDINGS None reported. 368 B-194 INDEPENDENT AUDITOR’S MANAGEMENT LETTER The Honorable Mayor and Members of the City Council City of Tampa, Florida Report on the Financial Statements We have audited the basic financial statements of the City of Tampa, Florida (the “City”) as of and for the year ended September 30, 2023, and have issued our report thereon dated March 13, 2024. Our report also includes a reference to other auditors, who audited the financial statements of the City’s Firefighters and Police Officers’ Pension Trust Fund, as described in our report on the City’s financial statements. Auditor’s Responsibility We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States; the audit requirements of Title 2 U.S. Code of Federal Regulations, Part 200, Uniform Administrative Requirements, Cost Principles, and the Audit Requirements for Federal Awards (Uniform Guidance); and Chapter 10.550, Rules of the Auditor General. Other Reporting Requirements We have also issued our Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards, Independent Auditor’s Report on Compliance for Each Major Federal Program and Major State Project and on Internal Control over Compliance and Report on Schedule of Expenditures of Federal Awards and State Financial Assistance Required by the Uniform Guidance and Chapter 10.550, Rules of the Auditor General, Schedule of Findings and Questioned Costs, and Independent Accountant’s Report on an examination conducted in accordance with AICPA Professional Standards, AT-C Section 315, regarding compliance requirements in accordance with Chapter 10.550, Rules of the Auditor General. Disclosures in those reports and schedule, which are dated March 13, 2024, should be considered in conjunction with this management letter. Prior Audit Findings Section 10.554(1)(i)1., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding annual financial audit report. There were no such findings in the preceding financial audit report. Official Title and Legal Authority Section 10.554(1)(i)4., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. The legal authority is dis- closed in the notes to the financial statements. 369 The Honorable Mayor and Members of the City Council City of Tampa, Florida Financial Condition and Management Sections 10.554(1)(i)5.a. and 10.556(7), Rules of the Auditor General, require us to apply appropriate procedures and communicate the results of our determination as to whether or not the City has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and identification of the specific conditions met. In connection with our audit, we determined that the City did not meet any of the con- ditions described in Section 218.503(1), Florida Statutes. Pursuant to Sections 10.554(1)(i)5.b. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures for the City. It is management’s responsibility to monitor the City’s financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Section 10.554(1)(i)2., Rules of the Auditor General, requires that we communicate any recommendations to improve financial management. In connection with our audit, we did not have any such recommendations. Special District Component Units Section 10.554(1)(i)5.c, Rules of the Auditor General, requires, if appropriate, that we communicate the failure of a special district that is a component unit of a county, municipality, or special district, to provide the financial information necessary for proper reporting of the component unit within the audited financial statements of the county, municipality, or special district in accordance with Section 218.39(3)(b), Florida Statutes. In connection with our audit, we did not note any special district com- ponent units that failed to provide the necessary information for proper reporting in accordance with Section 218.39(3)(b), Florida Statutes. As required by Section 218.39(3)(c), Florida Statues, and Section 10.554(1)(i)6, Rules of the Auditor General, see Attachment A for required information on the dependent special district’s that are included in the reporting entity. The information in Attachment A has not been subject to auditing procedures, therefore no assurance is given on the provided information. Additional Matters Section 10.554(1)(i)3., Rules of the Auditor General, requires us to communicate noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but warrants the attention of those charged with governance. In connection with our audit, we did not note any such findings. Purpose of this Letter Our management letter is intended solely for the information and use of the Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, federal and other granting agencies, the Mayor, City Council, and applicable management and is not intended to be, and should not be, used by anyone other than these specified parties. Certified Public Accountants Tampa, Florida March 13, 2024 370 B-195 Reporting Requirements from Section 218.39 (3)(b), Florida StatutesCity of Tampa Community Redevelopment AgencyThe total number of district employees compensated in the last pay period of the district’sfiscal year as of September 30, 2023.The total number of independent contractors to whom nonemployee compensation waspaid in the last month of the district’s fiscal year as of September 30, 2023.All compensation earned by or awarded to employees, whether paid or accrued, regardlessof contingency as of September 30, 2023.All compensation earned by or awarded to nonemployee independent contractors, whetherpaid or accrued, regardless of contingency as of September 30, 2023.Each construction project with a total cost of at least $65,000 approved by the district thatis scheduled to begin on or after October 1 of the fiscal year being reported, together withthe total expenditures for such project as of September 30, 2023 (provide list).A budget variance based on the budget adopted under Section 189.016(4), FloridaStatutes, before the beginning of the fiscal year being reported if the district amends a finaladopted budget under Section 189.016(6), Florida Statutes, as of September 30, 2023.See separately issued CRA 2023 Annual Budget Report at https://www.tampa.gov/CRAs/budget-archives for list of projects.Refer to the CRA Annual Report's Required Supplementary Information Budgetary Comparison ScheduleSpecial District Component Units - Reporting RequirementsAs required by Section 218.39(3)(c), Florida Statutes, and Section 10.554(1)(i)6, Rules of the Auditor GeneralN/A- -$ -$ 371 (This page intentionally left blank.) 372B-196 INDEPENDENT ACCOUNTANT’S REPORT The Honorable Mayor and Members of the City Council City of Tampa, Florida We have examined the compliance of the City of Tampa, Florida (the “City”) with the requirements of Section 218.415, Florida Statutes, during the year ended September 30, 2023. Management is respon- sible for the City’s compliance with those requirements. Our responsibility is to express an opinion on the City’s compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the exami- nation to obtain reasonable assurance about whether the City complied with those requirements, in all material respects. An examination involves performing procedures to obtain evidence about the City’s compliance with those requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the City’s compliance with specified requirements. We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the engagement. In our opinion, the City complied, in all material respects, with the aforementioned requirements for the year ended September 30, 2023. Certified Public Accountants Tampa, Florida March 13, 2024 373 (This page intentionally left blank.) 374 B-197 INDEPENDENT ACCOUNTANT’S REPORT The Honorable Mayor and Members of the City Council City of Tampa, Florida We have examined the City of Tampa, Florida’s (the “City”) compliance with Section 288.8017, Florida Statutes, and the requirements of Title 33 U.S. Code s. 1321(t), during the year ended September 30, 2023. Management is responsible for the City’s compliance with those requirements. Our responsibility is to express an opinion on the City’s compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the exami- nation to obtain reasonable assurance about whether the City complied with those requirements, in all material respects. An examination involves performing procedures to obtain evidence about the City’s compliance with those requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the City’s compliance with specified requirements. We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the engagement. In our opinion, the City complied, in all material respects, with the aforementioned requirements for the year ended September 30, 2023. Certified Public Accountants Tampa, Florida March 13, 2024 375 (This page intentionally left blank.) 376 B-198 Tampa Historic Streetcar, Inc. Tampa’s electric streetcars provide a 2.7 mile light rail transportation system linking Downtown Tampa with the Channelside and Ybor City entertainment districts. They support Tampa’s thriving cruise industry and economic development in the area. (This page intentionally left blank.) B-199 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Basic Financial Statements and Other Reports As of and for the Year EndedSeptember 30, 2023 (With Reports of Independent Auditor) B-200 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Basic Financial Statements and Other Reports As of and for the Year Ended September 30, 2023 Contents Independent Auditor's Report....................................................................................................... 1 Management's Discussion and Analysis (Unaudited)................................................................... 5 Basic Financial Statements: Statement of Net Position............................................................................................................ 9 Statement of Revenues, Expenses, and Changes in Net Position.............................................. 11 Statement of Cash Flows............................................................................................................. 13 Notes to Financial Statements..................................................................................................... 15 Other Reports: Independent Auditor's Report on Internal Controls Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards............ 21 B-201 INDEPENDENT AUDITOR’S REPORT Board of Directors Tampa Historic Streetcar, Inc. Tampa, Florida Report on the Audit of the Financial Statements Opinion We have audited the accompanying financial statements of the Tampa Historic Streetcar, Inc. (the “Streetcar”) as of and for the year ended September 30, 2023, and the related notes to the financial statements, which collectively comprise the Streetcar’s financial statements, as listed in the table of contents. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the Streetcar as of September 30, 2023, and the respective changes in financial position and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Streetcar, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accord- ance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Streetcar’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 1 Board of Directors Tampa Historic Streetcar, Inc. Auditor’s Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Streetcar’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Streetcar’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consis- tency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evi- dence to express an opinion or provide any assurance. 2 B-202 Board of Directors Tampa Historic Streetcar, Inc. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 13, 2024, on our consideration of the Streetcar’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Streetcar’s internal control over financial reporting and compliance. Certified Public Accountants Tampa, Florida March 13, 2024 3 4 B-203 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Management’s Discussion and Analysis (Unaudited) September 30, 2023 This discussion and analysis of the Tampa Historic Streetcar, Inc.’s (the Streetcar) financial performance provides an overview of the financial activities for the fiscal year ended September 30, 2023. Please review in conjunction with the audited financial statementswhich begin on page 9. Required Financial Statements The financial statements of the Streetcar report information about the activity for the Streetcar using accounting methods similar to those used by private sector companies. These statements offer short and long-term financial information about its activities. The Statementof Net Position includes all of the Streetcar’s assets and liabilities and provides information about the nature and amounts of investments in resources (assets) and the obligations to theStreetcar’s creditors (liabilities). The assets and liabilities are presented in a classified format, which distinguishes between current and long-term assets and liabilities, and deferred outflows and inflows of resources. It also provides the basis for assessing the liquidity andfinancial flexibility of the Streetcar. All of the current year's revenues and expenses are accounted for in the Statement of Revenues, Expenses, and Changes in Net Position. Thisstatement measures the success of the Streetcar’s operations over the past year and can be used to determine whether the Streetcar has successfully recovered all of its costs through itsactivities, as well as its profitability and credit worthiness. The final required financial statement is the Statement of Cash Flows. The primary purpose of this statement is to provide information about the Streetcar’s cash receipts and cash payments during thereporting period. The statement reports cash receipts, cash payments and net changes in cash resulting from operating, investing and financing activities and provides answers to suchquestions as, “Where did cash come from? What was cash used for? What was the change in the cash balance during the reporting period?” Financial Analysis of the Streetcar Our analysis of the Streetcar begins with the Statement of Net Position. One of the most important questions asked about the Streetcar’s finances is, "Is the Streetcar as a wholebetter off or worse off as a result of the year's activities?" The Statement of Net Position and the Statement of Revenues, Expenses and Changes in Net Position report information aboutthe Streetcar’s activities in a way that will help answer this question. These two statements report the net financial position of the Streetcar and the changes in net position. 5 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Management’s Discussion and Analysis (continued) (Unaudited) September 30, 2023 Net Position To begin our analysis, a summary of the Streetcar’s Statement of Net Position is presented inTable A-1. TABLE A-1 Summary Statements of Net Position Dollar Percent 2023 2022 Change Change Total Assets $ 613,699 $ 710,655 $ (96,956) (13.64)% Total Liabilities 41,741 358,204 316,463 88.35% Net Position, Unrestricted $ 571,958 $ 352,451 $ 219,507 62.28% Total net position increased by $219,507 to a total of $571,958. The net position increase in FY2023 is due mainly to the increased contributions from the City of Tampa. Capital Assets The Streetcar does not own any capital assets. All of the capital assets used in the Streetcar operation are owned either by Hillsborough Area Regional Transit Authority (HART) or the City of Tampa (City). Debt Administration The Streetcar does not have any debt. 6 B-204 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Management’s Discussion and Analysis (continued) (Unaudited) September 30, 2023 TABLE A-2 Condensed Statement of Revenues, Expenses, and Changes in Net Position 2023 2022 Operating Revenues $ 214,168 $ 206,084 Operating Expenses 3,763,059 3,457,855 Operating Loss (3,548,891)(3,251,771) Non-Operating Revenues 3,768,398 3,510,899 Change in Net Position 219,507 259,128 Beginning Net Position 352,451 93,323 Ending Net Postion $ 571,958 $ 352,451 Operating Revenues In FY2023, there were 1,474,298 riders compared to 1,087,520 during FY2022. During FY2023, operating revenues included $115,000 from advertising revenues, $29,167 for anaming sponsorship, and $3,451 for amortization of naming rights. Operating revenues in FY2022 include $114,750 from advertising revenues, $3,750 from the leasing of cars for special events, $20,833 for a naming sponsorship, and $3,451 for amortization of namingrights. Naming rights payments received in prior years which will be recognized as revenue in future periods total $27,608. As of September 30, 2023, there are 8 years remaining on certain naming right agreements. Operating Expenses The Streetcar’s most significant operating expense is reimbursement to HART for the cost of operating the Streetcar system. HART currently has 35 full-time employees dedicated tooperating the system. Expenses incurred to HART totaled $2,772,007 in 2023 as compared to $2,768,342 in 2022. Other significant expenses during fiscals 2023 and 2022 were $976,528and $674,638, respectively, for excess liability insurance related to the CSX railroad crossing. 7 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Management’s Discussion and Analysis (continued) (Unaudited) September 30, 2023 Non-Operating Revenues Interest earnings in FY2023 were $20,944, as opposed to $3,354 in FY2022. The average rate of return was 9.55% and 1.49% for FY2023 and FY2022, respectively. Non-Ad Valorem tax assessments increased from $1,134,570 in FY2022 to $1,457,454 inFY2023 as a result of higher property values. Non-operating revenues were boosted by incremental tax revenue received by the Streetcar from the City’s Community Redevelopment Agency (CRA), in the amount of $759,000 in FY2023 and $760,000 in FY2022, resulting in total non-ad valorem and increment tax assessments revenue of $2,216,454 in FY2023 compared to $1,894,570 in FY2022, a 16.99% increase. In FY2023, local government revenues consist of a $200,000 State Block OperatingAssistance Grant (SBOAG) passed through HART, $800,000 in matching grant from the Florida Department of Transportation (FDOT), and a $531,000 contribution from the City, for a total of $1,531,000. In FY2022, local government revenues consist of a $200,000 SBOAGpassed through HART, $881,975 in matching grant from the FDOT, and a $531,000 contribution from the City, for a total of $1,612,975. Fiscal 2024 Outlook Ridership is budgeted at 1,665,198 riders in FY2024. Fiscal year 2024 will be the sixth yearthe Streetcar has been granted funding from FDOT; the agreement is for one year ending in the fiscal year 2024. The $700,000 annual allotment requires a 50% local match and allowsthe Streetcar to offer free fare service, which will increase its visibility and relevance to local commuters and tourists alike. In addition, the Streetcar is anticipating the receipt of$1,477,750 in grants and contributions as follows: $200,000 SBOAG passed through HART, $100,000 in Federal Transit Authority grant funds pass through HART, $786,750 from the City CRA, $331,000 from the City of Tampa Mobility Department and $60,000 from TampaDowntown Partnership. Consistent with the Operating Agreement, the City is responsible for any operating deficit of the Streetcar. In FY2024, the City will be expected to contribute $200,000 to the operations of the Streetcar. Requests for Information This financial report is designed to provide a general overview of the Tampa Historic Streetcar, Inc.’s finances. Questions concerning any of the information provided in this reportor requests for additional information should be addressed to the Chief Accountant, City of Tampa, 306 E. Jackson St., 7N, Tampa, FL 33602. 8 B-205 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Statement of Net Position September 30, 2023 ASSETS Current Assets: Pooled Cash with City $ 63,086 Accounts Receivable 111,667 Prepaids and Other Assets 438,946 Total Assets 613,699 LIABILITIES Current Liabilities: Accounts Payable 14,133 Unearned Revenue 3,451 Total Current Liabilities 17,584 Long-Term Liabilities: Unearned Revenue 24,157 Total Liabilities 41,741 NET POSITION Unrestricted 571,958 Total Net Position $ 571,958 The notes to the financial statements are an integral part of this statement. 9 10 B-206 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Statement of Revenues, Expenses, and Changes in Net Position For the Fiscal Year Ended September 30, 2023 Operating Revenues: Charges for Sales and Services $ 214,168 Operating Expenses: Contract Services to Streetcar Operator 2,772,007 Insurance 976,528 Professional Services 14,231 Other Services and Charges 293 Total Operating Expenses 3,763,059 Operating Loss (3,548,891) Nonoperating Revenues: Interest Income 20,944 Non-Ad Valorem and Increment Tax Assessments 1,457,454 State and Local Government Assistance 2,290,000 Total Nonoperating Revenues 3,768,398 Change in Net Position 219,507 Total Net Position - October 1 352,451 Total Net Position - September 30 $ 571,958 The notes to the financial statements are an integral part of this statement. 11 12 B-207 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Statement of Cash Flows For the fiscal year ended September 30, 2023 Cash Flows from Operating Activities: Receipts from Customers and Users $ 209,141 Payments to Streetcar Operator (3,085,019) Payments to Other Suppliers (1,204,795) Net Cash Used by Operating Activities (4,080,673) Cash Flows from Noncapital Financing Activities: Non-Ad Valorem Assessments Received 1,457,454 State and Local Grants Received 2,290,000 Net Cash Provided by Noncapital Financing Activities 3,747,454 Cash Flows from Investing Activities: Interest on Cash and Cash Equivalents 20,944 Net Cash Provided by Investing Activities 20,944 Net Decrease in Cash and Cash Equivalents (312,275) Beginning Cash and Cash Equivalents 375,361 Ending Cash and Cash Equivalents $ 63,086 Reconciliation of Operating Loss to Net Cash Used by Operating Activities: Operating Loss $ (3,548,891) Adjustments to Reconcile Operating Loss to Net Cash Used by Operating Activities: Changes in Assets and Liabilities: Change in Prepaids and Other Assets (213,743) Change in Accounts Receivable (1,576) Change in Accounts Payable (313,012) Change in Unearned Revenue (3,451) Total Adjustments (531,782) Net Cash Used by Operating Activities $ (4,080,673) The notes to the financial statements are an integral part of this statement. 13 14 B-208 Tampa Historic Streetcar, Inc. (A Component Unit of the City of Tampa) Notes to Financial Statements September 30, 2023 1. Organization Tampa Historic Streetcar, Inc. (the Streetcar) was incorporated November 20, 1998, in the State ofFlorida, as a not-for-profit organization. The City of Tampa (the City) completed construction of anelectric streetcar rail line and in conjunction with the Hillsborough Area Regional Transit Authority (HART) and the Streetcar, renewed an Operation Agreement on October 1, 2011 for a period of five (5) years. The agreement is automatically renewed each year for a period of one year and expired onSeptember 30, 2023 and entered into a new five year term agreement which will expire on September30, 2028. Operation of the Streetcar began in October 2002. The Operation Agreement defines therights and obligations of the City, HART, and the Streetcar. Under the Operation Agreement, after the City has approved the Streetcar’s annual budget, the City is responsible for reimbursing the Streetcar for any deficiency of revenues and support received under expenses incurred, if the expenses wereincluded in the annual budget approved by the City. The City approved the Streetcar’s annual plan forthe years ending September 30, 2023 and 2024. The Streetcar is reported as a discretely presented component unit in the City's basic financial statements. As such, the Streetcar’s financial statements are presented in accordance with theprovisions of the Governmental Accounting Standards Board (GASB) as an enterprise fund, as theyare considered a special purpose government engaged solely in business-type activities. The Boardof Directors (Board) is made up of five City appointees, and three HART appointees. Since a controlling majority of the members of the Board are appointed by a local government, the Streetcar reports using governmental guidelines. The Streetcar’s mission is to provide a 2.7 mile light rail transportation system linking DowntownTampa within the Community Redevelopment Areas (CRA) of Channelside and Ybor City entertainment districts, thereby reducing traffic congestion and encouraging economic development in the area. 2. Significant Accounting Policies Basis of Accounting The financial statements of the Streetcar are accounted by using the flow of economic resourcesmeasurement focus, and the accrual basis of accounting, whereby revenues are recognized whenearned and expenses are recognized when incurred. The accounting and reporting policies of theStreetcar conform to the accounting guidance established by GASB. The Streetcar applies all applicable GASB pronouncements. In the Statement of Revenues, Expenses, and Changes in Net Position, revenues and expenses aredistinguished between operating and non-operating items. Operating revenues and expensesgenerally result from providing services in connection with the Streetcar’s ongoing operations. Operating expenses include the costs of providing services, including operation and maintenance. All revenues and expenses not meeting this definition are reported as non-operating revenues andexpenses. When both restricted and unrestricted resources are available for use, it is the Streetcar’spolicy to use restricted resources first, then unrestricted resources as they are needed. 15 Tampa Historic Streetcar, Inc.(A Component Unit of the City of Tampa) Notes to Financial Statements (continued) September 30, 2023 GASB Statement 34, Basic Financial Statements-and Management’s Discussion and Analysis-forState and Local Governments, as amended by GASB Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position, also requires the classification of net position into three components – net investment in capital assets, restricted, and unrestricted. The Streetcar has no capital assets nor restricted net position. The relevantclassifications are defined as follows: Net Investment in Capital Assets The net investment in capital assets component of net position consists of capital assets, net of accumulated depreciation and reduced by the outstanding balances of any bonds, mortgages, notesor other borrowings that are attributable to the acquisition, construction or improvement of thoseassets. If there are significant unspent related debt proceeds at year-end, the portion of the debtattributable to the unspent proceeds is not included in the calculation of investment in capital assets, net of related debt. Rather, that portion of the debt is included in the same net position component as the unspent proceeds. The Streetcar has no capital assets or related debt and therefore, noinvestment in capital assets. Restricted The restricted component of net position consists of constraints placed on net position use throughexternal factors imposed by creditors (such as through debt covenants), grantors, contributors, orlaws or regulations of other governments. The Streetcar has no restricted net position. Unrestricted Net Position The unrestricted component of net position consists of assets net of liabilities that do not meet the definition of "restricted" or "net investment in capital assets". Cash and Cash Equivalents Pooled Cash with City represents cash held in the City’s pooled cash account and are consideredavailable for immediate use. For purposes of the statement of cash flows, the Streetcar considers all highly liquid debt instruments with original maturities of three months or less, if any, to be cash equivalents. Receivables, Payables and Unearned Revenue Accounts receivable balances are shown at gross. It is the opinion of management that all receivables are fully collectible and therefore, no allowance has been established. Accounts payable are accrued when services are rendered and a liability is incurred. Unearned revenues representamounts received which have not yet been earned. 16 B-209 Tampa Historic Streetcar, Inc.(A Component Unit of the City of Tampa) Notes to Financial Statements (continued) September 30, 2023 Capital Assets The Streetcar owns no capital assets; all capital assets used in the Streetcar operations are ownedeither by the City or HART. Assessments, Farebox Revenues, Contributions, and Grants Non-Ad Valorem assessments and CRA incremental tax revenues are recorded in the period they arelevied. Farebox revenues are recognized in the period they are collected. Unrestricted contributionsare recognized at fair value when received. Grant revenues are recognized when all eligibility requirements have been met. Tax Status The Streetcar has received a favorable determination letter from the Internal Revenue Service, and is exempt from federal income taxes under Internal Revenue Code (IRC) Section 501 (a) as anorganization described in Section 501(c)(3). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affectthe reported amounts of assets, liabilities, deferred outflows and inflows of resources, and disclosureof contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period. Actual results could differ from those estimates. 3. Cash and Cash Equivalents By agreement, the Streetcar transferred its funds to the City to invest in the City’s Pooled Cashaccount. The custodial agreement between the Streetcar and the City allows the relationship to becanceled on thirty (30) days notice, so while the Streetcar participates in the City's Pooled Cash account, the funds are considered liquid and have therefore been classified as Cash and Cash Equivalents in the financial statements. Interest earned from Pooled Cash with City is allocated to the Streetcar based on the Streetcar’saverage equity balance. Total interest earned for the year ending September 30, 2023, was $20,944, at an average rate of 9.55%. Disclosures relating to interest rate risk, credit risk, custodian risk, concentration of credit risk, and fair value disclosures, can be found in the City’s ComprehensiveAnnual Financial Report. 4. Accounts Receivable-Net Accounts receivable consist of $111,677 from HART for operating revenues and grants. 5. Prepaids and Other Assets Prepaids and Other Assets consist of $438,946 in prepaid excess liability and general liability insurance premiums. 17 Tampa Historic Streetcar, Inc.(A Component Unit of the City of Tampa) Notes to Financial Statements (continued) September 30, 2023 6. Accounts Payable Accounts payable consist of $13,233 to HART for operating expenses and $900 for audit expenses,for a total of $14,133. 7. Unearned Revenue Unearned revenues consist of $27,608 ($3,451 current and $24,157 long term) received in advanceon certain naming right agreements which are recognized in future periods. Revenue is recognized inthe Statement of Revenues, Expenses and Changes in Net Position over the life of the agreement asa component of charges for sales and services. 8. Lease Revenue There were no lease revenues collected in the fiscal year 2023. Operating revenues include amountscollected from the leasing of cars to third parties for special events. The arrangements associatedwith these leases are designed for a short term (i.e., one to two days) and are typically paid in full atthe lease commencement date. Any amounts paid prior to the lease commencement date are reflected as Unearned Revenue, as resources received in advance of an exchange transaction do not qualify as deferred inflows of resources. 9. Risk Management Liabilities of the Streetcar are reported when it is probable that a loss has occurred and the amount ofthe loss can be estimated. The Streetcar has purchased seven commercial insurance policies whichprovide $75,000,000 of general liability coverage for CSX should an accident occur at the location where the streetcar line and the CSX line intersect. In addition, the Streetcar carries general liability insurance. For the past three years, losses have not exceeded coverage. 10. Related Party Disclosures The Streetcar has a five (5) year operating agreement with HART that was renewed on October 1,2011, and expired on September 30, 2016. Under this agreement, HARTmanages the Streetcar forthe City and is reimbursed for operating costs. The agreement was automatically renewed annually for a period of one year through September 30, 2023. The Streetcar has a five (5) year operating agreement with HART that began on October 1, 2023, and will expire on September 30, 2028. The City has $22,720,739 recorded for the value of assets related to the installation of the Streetcarline, with a net book value of $13,380,769. HART has $53,191,583 recorded for its investment in Streetcar assets, with a net book value of $26,509,434. No rent is charged for their uses, and the Streetcar does not bear the cost of repair and maintenance of those assets. 18 B-210 Tampa Historic Streetcar, Inc.(A Component Unit of the City of Tampa) Notes to Financial Statements (continued) September 30, 2023 In FY2023, the Streetcar paid $2,772,007 to HART for the operations of the Streetcar. The amountrepresents approximately 74% of the Streetcar’s expenses, however only 38% of the Board is appointed by HART. The Streetcar Board consists of five City appointees and three HART appointees. In accordance with the terms of the Operating Agreement, the City is responsible for anyoperating deficit of the Streetcar. In FY2023, the City contributed $531,000 toward the operations ofthe Streetcar. 11. Budgetary Control The Streetcar operates in accordance with an annual operating budget that is approved by theStreetcar Board, HART Board, and ratified by the City Council. Appropriations lapse at the end of thefiscal year. 12. Property Taxes Calendar of Property Tax Events January 1 Property taxes are based on assessed property value at this date as determined by the Hillsborough County Property Appraiser. July 1 Assessment roll approved by the state. September 30 Millage resolution approved by the City Council. October 1 Beginning of fiscal year for which taxes have been levied. November 1 Property taxes due and payable. November 30 Last day for 4% maximum discount. April 1 Unpaid property taxes become delinquent. May 15 Tax certificates are sold by the Hillsborough County Tax Collector. This is the first lien date on the properties. 19 Tampa Historic Streetcar, Inc.(A Component Unit of the City of Tampa) Notes to Financial Statements (continued) September 30, 2023 Tax Collection Property tax collections are governed by Chapter 197, Florida Statutes. The Hillsborough County TaxCollector bills and collects all property taxes levied within the County. Discounts are allowed for earlypayment of 4% in November, 3% in December, 2% in January, and 1% in February. If property taxesare not paid by April 1, the County adds a 3% penalty on real estate, and 1.5% on personal property. The Tax Collector advertises and sells tax certificates on all real property for delinquent taxes.Certificates not sold revert back to the County. The Tax Collector must receive payment before thecertificates are issued. Any person owning land on which a tax certificate has been sold may redeemthe land by paying the Tax Collector the face amount of the tax certificate plus interest and other costs. The owner of a tax certificate may at any time after taxes have been delinquent for two years, file an application for tax deed sale. The County, as a certificate owner, may exercise similarprocedures two years after taxes have been delinquent. Tax deeds are issued to the highest bidderfor the property which is sold at public auction. The Tax Collector remits current taxes collected through four distributions to the City in the first two months of the tax year and at least one distribution each month thereafter. The Streetcar recognizesproperty tax revenue in the period in which they are levied. Tax Limitations For the fiscal year ended September 30, 2023, the approved operating millage for the Streetcar was.33 mills. In addition to non-ad valorem tax assessments, the Streetcar also receives support from theCRA in the form of incremental tax revenues. 20 B-211 INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Board of Directors Tampa Historic Streetcar, Inc. Tampa, Florida We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Tampa Historic Streetcar, Inc. (the “Streetcar”) as of and for the year ended September 30, 2023, and the related notes to the financial statements, which collectively comprise the Streetcar’s financial statements and have issued our report thereon March 13, 2024. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Streetcar’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Streetcar’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Streetcar’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 21 Board of Directors Tampa Historic Streetcar, Inc. Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Streetcar’s financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, grant agreements and contracts, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Streetcar’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Streetcar’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Certified Public Accountants Tampa, Florida March 13, 2024 22 B-212 23 [THIS PAGE INTENTIONALLY LEFT BLANK] B-213 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C FORM OF THE BOND RESOLUTION [THIS PAGE INTENTIONALLY LEFT BLANK] CITY OF TAMPA, FLORIDA AMENDED AND RESTATED WATER AND WASTEWATER SYSTEMS REVENUE BOND RESOLUTION ADOPTED AUGUST 18, 2011 SECTION 1. SECTION 2. SECTION 1.01. SECTION 1.02. SECTION 1.03. SECTION 1.04. TABLE OF CONTENTS PAGE AUTHORITY ..................................................................................... 2 AMENDMENT AND RESTATEMENT OF RESOLUTION .......... 2 ARTICLE I GENERAL DEFINITIONS ................................................................................... 2 AUTHORITY FOR RESOLUTION ................................................ 16 RESOLUTION TO CONSTITUTE CONTRACT .......................... 16 FINDINGS ....................................................................................... 16 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. SECTION 2.02. SECTION 2.03. SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 3.01. SECTION 3.02. SECTION 3.03. SECTION 3.04. SECTION 3.05. SECTION 3.06. AUTHORIZATION OF BONDS .................................................... 18 EXECUTION OF BONDS .............................................................. 18 AUTHENTICATION ....................................................................... 19 TEMPORARY BONDS ................................................................... 19 BONDS MUTILATED, DESTROYED, STOLEN OR LOST ....... 19 INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER ................................................................................ 20 FORM OF BONDS .......................................................................... 21 ARTICLE III REDEMPTION OF BONDS PRIVILEGE OF REDEMPTION .................................................... 30 SELECTION OF BONDS TO BE REDEEMED ............................ 30 NOTICE OF REDEMPTION .......................................................... 30 REDEMPTION OF PORTIONS OF BONDS ................................. 32 PAYMENT OF REDEEMED BONDS ........................................... 32 PURCHASE IN LIEU OF OPTIONAL REDEMPTION ................ 32 ARTICLE IV SECURITY; FUNDS AND ACCOUNTS; APPLICATION OF GROSS REVENUES SECTION 4.01. SECTION 4.02. SECTION 4.03. SECTION 4.04. SECTION 4.05. SECTION 4.06. SECTION 4.07. BONDS NOT TO BE INDEBTEDNESS OF ISSUER ................... 34 SECURITY FOR BONDS ............................................................... 34 SEPARATE ACCOUNTS ............................................................... 35 CONSTRUCTION FUND ............................................................... 35 CREATION OF FUNDS AND ACCOUNTS ................................. 36 DISPOSITION OF GOVERNMENT GRANTS, GROSS REVENUES AND SPECIAL ASSESSMENTS ........................ 37 WATER CONNECTION FEES FUND .......................................... 47 C-1 SECTION 4.08. SECTION 4.09. SECTION 4.10. SECTION 4.11. SECTION 5.01. SECTION 5.02. SECTION 5.03. SECTION 5.04 SECTION 5.05. SECTION 5.06. SECTION 5.07. SECTION 5.08. SECTION 5.09. SECTION 5.10. SECTION 5.11. SECTION 5.12. SECTION 5.13. SECTION 5.14. SECTION 5.15. SECTION 5.16. SECTION 5.17. SECTION 5.18. SECTION 5.19. SECTION 5.20. WASTEWATER CONNECTION FEES FUND ............................. 47 REBATE FUND .............................................................................. 48 RATE STABILIZATION FUND .................................................... 49 INVESTMENTS .............................................................................. 49 ARTICLE V COVENANTS GENERAL ....................................................................................... 51 OPERATION AND MAINTENANCE ........................................... 51 ANNUAL BUDGET ........................................................................ 51 RATES ............................................................................................. 51 BOOKS AND RECORDS ............................................................... 52 ANNUAL AUDIT ............................................................................ 52 NO MORTGAGE OR SALE OF THE SYSTEM ........................... 53 INSURANCE ................................................................................... 54 NO FREE SERVICE ........................................................................ 55 NO IMPAIRMENT OF RIGHTS; NO COMPETING SYSTEMS .................................................................................. 55 COMPULSORY CONNECTIONS ................................................. 55 ENFORCEMENT OF CHARGES .................................................. 56 UNIT BILLS .................................................................................... 56 COVENANTS WITH CREDIT BANKS AND INSURERS .......... 56 COLLECTION OF SPECIAL ASSESSMENTS ............................. 56 RE-ASSESSMENTS ........................................................................ 56 COLLECTION OF CONNECTION FEES ..................................... 57 CONSUL TING ENGINEERS ......................................................... 57 FEDERAL INCOME TAXATION COVENANTS; TAXABLE BONDS ....................................................................................... 57 COVENANTS RELATING TO FEDERAL SUBSIDY BONDS ....................................................................................... 58 ARTICLE VI SUBORDINATED INDEBTEDNESS AND ADDITIONAL BONDS SECTION 6.01. SECTION 6.02. SECTION 6.03. SECTION 6.04. SUBORDINATED INDEBTEDNESS ............................................ 59 ISSUANCE OF ADDITIONAL BONDS ........................................ 59 BOND ANTICIPATION NOTES ................................................... 62 ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY STATUS WITH BONDS ............................................ 62 ARTICLE VII DEF AUL TS AND REMEDIES SECTION 7.01. EVENTS OF DEFAULT ................................................................. 64 SECTION 7 .02. REMEDIES ...................................................................................... 64 11 SECTION 7 .03. SECTION 7.04. SECTION 7.05. SECTION 7.06. SECTION 7.07. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS ......................................................................... 65 REMEDIES CUMULATIVE .......................................................... 65 WAIVER OF DEFAULT ................................................................. 65 APPLICATION OF MONEYS AFTER DEFAULT ....................... 66 CONTROL BY INSURER .............................................................. 67 ARTICLE VIII SUPPLEMENTAL RESOLUTIONS SECTION 8.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT .................................................. 68 SECTION 8.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND INSURER'S CONSENT ................................................... 68 SECTION 8.03. AMENDMENT WITH CONSENT OF INSURER ONLY ............ 70 ARTICLE IX DEFEASANCE SECTION 9.01. DEFEASANCE ................................................................................ 72 SECTION 10.01. SECTION 10.02. SECTION 10.03. SECTION 10.04. SECTION 10.05. SECTION 3. SECTION 4. SECTION 5. SECTION 6. ARTICLEX MISCELLANEOUS CAPITAL APPRECIATION BONDS ............................................ 74 SALE OF BONDS ........................................................................... 74 SEVERABILITY OF INVALID PROVISIONS ............................. 74 VALIDATION AUTHORIZED ...................................................... 74 REPEAL OF INCONSISTENT RESOLUTIONS ........................... 74 RESOLUTION TO CONTINUE IN FORCE .................................. 75 SEVERABILITY OF INVALID PROVISIONS ............................. 75 REPEAL OF INCONSISTENT RESOLUTIONS ........................... 75 EFFECTIVE DA TE ......................................................................... 7 5 iii C-2 RESOLUTION NO. 2011-6 0 9 A RESOLUTION OF THE CITY OF TAMPA, FLORIDA AMENDING IN CERTAIN RESPECTS AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 88-1435 OF THE CITY OF TAMPA, FLORIDA ADOPTED ON AUGUST 4, 1988, AS PREVIOUSLY AMENDED AND SUPPLEMENTED, ENTITLED: "A RESOLUTION AMENDING, SUPPLEMENTING AND RESTATING THE 1988 BOND RESOLUTION OF THE CITY OF TAMPA, FLORIDA WHICH AUTHORIZED THE ISSUANCE OF NOT EXCEEDING $100,000,000.00 CITY OF TAMPA, FLORIDA, WATER AND SEWER SYSTEMS SUBORDINATE LIEN REVENUE BONDS, SERIES 1988A, FOR THE PURPOSES OF PAYING AT THEIR MATURITIES AND REDEEMING CERTAIN OUTSTANDING WATER AND SEWER SYSTEMS REVENUE BONDS HERETOFORE ISSUED BY THE CITY, PA YING ALL OR PART OF THE COST OF IMPROVEMENTS TO THE CITY'S WATER AND SEWER SYSTEMS AND PROVIDING CERTAIN OTHER FUNDS FOR USE BY THE CITY AND THE ISSUANCE OF ADDITIONAL BONDS IN ACCORDANCE THEREWITH; RATIFYING AND CONFIRMING THE PROVISIONS FOR THE PAYMENT OF SUCH BONDS AND ADDITIONAL BONDS AND THE INTEREST THEREON FROM NET REVENUES OF THE CITY'S WATER AND SEWER SYSTEMS AND CERTAIN INVESTMENT INCOME; RATIFYING AND CONFIRMING THE PROVISIONS SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE;" AND PROVIDING AN EFFECTIVE DA TE. RECITALS WHEREAS, On August 4, 1988, the City Council of the City of Tampa, Florida (the "Issuer") duly adopted Resolution No. 88-1435, the title of which is set forth in the title hereto ( as previously amended and supplemented, the "Resolution"). WHEREAS, The Issuer desires to make various additional amendments to the Resolution and because of the number of proposed amendments and for the convenience of reference and use, it is necessary and desirable to amend and restate the Resolution in its entirety. WHEREAS, The amendments contained in this Amended and Restated Resolution will not become effective until the consent of not less than two-thirds (2/3) in aggregate principal amount and Accreted Value (as defined in the Resolution) of the Bonds then Outstanding (as defined in the Resolution) has been obtained together with all required consents of municipal bond insurers and credit facility providers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA that: SECTION 1. AUTHORITY. This Resolution is adopted pursuant to the provisions of Chapter l 66, Florida Statutes, the Charter of the Issuer, the Constitution of the State of Florida and all other applicable provisions of law. SECTION 2. AMENDMENT AND RESTATEMENT OF RESOLUTION. The Resolution is hereby amended and restated in its entirety to read as follows: RESOLUTION A RESOLUTION OF THE CITY OF TAMPA, FLORIDA AUTHORIZING THE ISSUANCE OF WATER AND WASTEWATER SYSTEMS REVENUE BONDS FROM TIME TO TIME FOR THE PRINCIPAL PURPOSES OF FINANCING AND REFINANCING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CAPITAL IMPROVEMENTS TO THE CITY'S WATER AND WASTEWATER UTILITY SYSTEMS AND FOR OTHER LAWFUL PURPOSES; PLEDGING THE NET REVENUES OF THE CITY'S WATER AND WASTEWATER UTILITY SYSTEM AND OTHER FUNDS TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON BONDS ISSUED HEREUNDER; PROVIDING FOR PAYMENT OF THE BONDS FROM SUCH REVENUES AND OTHER FUNDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF BONDS ISSUED HEREUNDER; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH BONDS ISSUED HEREUNDER; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA that: ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise reqmres: 2 C-3 "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding the date of computation or the date of computation if an Interest Date, such interest to accrue at a rate not exceeding the legal rate, compounded semiannually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Date and the Accreted Value as of the immediately succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year. "Act" shall mean Chapter 166, Florida Statutes, the Charter of the Issuer, the Constitution of the State of Florida, and other applicable provisions of law. "Additional Bonds" shall mean the obligations issued at any time under the provisions of Section 6.02 hereof on parity with any Outstanding Bonds. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Section 5.06 hereof. "Annual Budget.. shall mean the annual budget prepared pursuant to the requirements of Section 5.03 hereof. "Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. Notwithstanding the foregoing, any interest payments or principal payments or Sinking Fund Installments with respect to any Outstanding Bonds or proposed Additional Bonds that are due and payable on October 1, shall be considered to be due and payable on the immediately preceding September 30 for purposes of determining Annual Debt Service for such Bonds hereunder. "Authorized Investments" shall mean any investments that may be made by the Issuer under applicable law and which are allowed under the Issuer's investment policy. "Authorized Issuer Officer" shall mean the Mayor ( or his or her designee ), the Chief Financial Officer, and when used in reference to any act or document, also means any other person authorized by resolution of the Issuer to perform such act or sign such document. "Bond Counsel'• shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and 3 political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Insurance Policy" shall mean the municipal bond new issue insurance policy or policies issued by an Insurer guaranteeing the payment of the principal of and interest on any portion of the Bonds. "Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. "Bonds" shall mean the Previously Issued Bonds, together with any Additional Bonds issued pursuant to this Resolution and any Subordinated Indebtedness which accedes to the status of Bonds pursuant to Section 6.04 hereof. "Capital Appreciation Bonds" shall mean those Bonds of a Series so designated under the authority of the Issuer, whether by Supplemental Resolution, purchase contract, or otherwise, which may be either Serial Bonds or Term Bonds and which shall bear interest payable at maturity or redemption. In the case of Capital Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to such conversion. "Capital Government Grant," when used with respect to the System, shall mean any sum of money heretofore or hereafter received by the Issuer from the United States of America or any agency thereof or from the State of Florida or any agency or political subdivision thereof as or on account of a grant or contribution, not repayable by the Issuer, for or with respect to the construction, acquisition or other development of an addition, extension or improvement to any part of the System or any costs of any such construction, acquisition or development. "Chief Financial Officer" shall mean the Chief Financial Officer of the City of Tampa, Florida, or, if the title designated for the highest ranking financial officer of the Issuer subsequently changes, the person holding such new title, and such other person as may be duly authorized to act on his or her behalf. "City Clerk" shall mean the City Clerk of the City of Tampa, Florida and such other person as may be duly authorized to act on her or his behalf, including but not limited to any duly authorized Deputy City Clerk. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. "Connection Fees" shall mean, collectively, the Wastewater Connection Fees and the Water Connection Fees. 4 C-4 "Construction Fund" shall mean the fund established pursuant to Section 4.04 hereof. "Consulting Engineers" shall mean any engineering firm of reputation for skill and experience with respect to the construction, maintenance and operation of facilities similar to the facilities that make up all or a portion of the System, which is duly licensed under the laws of the State of Florida and designated by the Issuer to perform the duties of the Consulting Engineers under the provisions hereof. "Cost," when used in connection with a Project, shall mean (1) the Issuer's cost of physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land and interests therein and the cost of the Issuer incidental to such acquisition; ( 4) the cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all interest due to be paid on the Bonds and other obligations relating to the System during the period of acquisition and construction of such Project and for such period subsequent to completion as the Issuer shall determine and shall be allowable under applicable provisions of the Code; (6) engineering, legal and other consultant fees and expenses; (7) costs and expenses of the financing, including audits, fees and expenses of any Paying Agent, Registrar, escrow agent or depository; (8) amounts, if any, required by this Resolution to be paid into the Interest Account upon the issuance of any Series of Bonds; (9) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for a Project for the System; (10) costs of machinery, equipment and supplies and reserves required by the Issuer for the commencement of operation of such Project; and ( l l) any other costs properly attributable to such construction or acquisition, as determined by generally accepted accounting principles applicable to public utility systems similar to the System, and shall include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer and interest on any interfund loan related thereto. Any Supplemental Resolution may provide for additional items to be included in the aforesaid Costs. "Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "Credit Bank" shall mean as to any particular Series of Bonds, the Person ( other than an Insurer) providing a letter of credit, a line of credit or other credit or liquidity facility, as designated in the Supplemental Resolution providing for the issuance of such Bonds. "Credit Facility" shall mean as to any particular Series of Bonds, an irrevocable letter of credit, a line of credit or other credit or legal liquidity facility ( other than a Bond Insurance Policy), as approved in the Supplemental Resolution providing for the issuance of such Bonds. 5 "Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from deposits in the Interest Account or Construction Fund made from Bond proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such period of time, and (3) the Sinking Fund Installments scheduled to be paid during such period of time. For purposes of this definition, (A) all amounts payable on a Capital Appreciation Bond shall be considered a principal payment in the year it becomes due, (B) with respect to debt service on any Bonds which relate to a Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time, (C) if any Series of Bonds has 25% or more of the aggregate principal amount of such Series coming due in any one year, Debt Service shall be determined on such Series during such period of time as if the principal of and interest on such Series were being paid from the date of issuance thereof in substantially equal annual amounts over a period of 25 years, (D) the amount, if any, on deposit in the Reserve Account ( or any subaccount thereof), on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds which are secured by such Reserve Account ( or subaccount thereof) and in each preceding year until such amount is exhausted, and (E) with respect to debt service on any Federal Subsidy Bonds, when determining the interest on such Bonds for any particular Interest Date the amount of the corresponding Federal Subsidy Payment shall be deducted from the amount of interest which is due and payable to the holders of such Bonds on the Interest Date, but only to the extent that the Issuer reasonably believes that it will be in receipt of such Federal Subsidy Payment on or prior to such Interest Date. "Debt Service Reserve Fund Policy Agreement" shall mean any agreement securing the obligation of the Issuer to repay Policy Costs associated with a Reserve Account Letter of Credit or Reserve Account Insurance Policy. "Federal Securities" shall mean non-callable direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of Treasury) or non-callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. All such obligations shall not permit redemption prior to maturity at the option of the obligor. "Federal Subsidy Bonds" shall mean Bonds issued under Section 54AA of the Code, Section 1400U-2 of the Code or any other applicable provision of the Code, the interest on which is not exempt from federal income taxation, with respect to which the Issuer elects to receive, or is otherwise entitled to receive, Federal Subsidy Payments from the United States Department of Treasury. "Federal Subsidy Payments" shall mean the direct payments made by the United States Department of Treasury to the Issuer with respect to any Federal Subsidy Bonds 6 C-5 pursuant to Sections 54AA(g), 6431 and 1400U-2 of the Code, or any other applicable provision of the Code. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" means Fitch Ratings and any assigns and successors thereto. "Governing Body" shall mean the City Council of the City of Tampa, Florida, or its successor in function. "Government Grant" shall mean a Capital Government Grant or an Operating Government Grant. "Gross Revenues" shall mean all income and moneys received by the Issuer from the rates, fees, rentals, charges and other income to be made and collected by the Issuer for the use of the products, services and facilities to be provided by the System, or otherwise received by the Issuer or accruing to the Issuer in the management and operation of the System, calculated in accordance with generally accepted accounting principles applicable to public utility systems similar to the System, including, without limiting the generality of the foregoing, (1) moneys deposited from the Rate Stabilization Fund into the Revenue Fund in accordance with the terms hereof, provided any moneys transferred from the Rate Stabilization Fund into the Revenue Fund in an amount not to exceed the Rate Stabilization Amount within 120 days following the end of a Fiscal Year may be designated by the Issuer as Gross Revenues of such prior Fiscal Year, (2) proceeds from use and occupancy insurance on the System, (3) Investment Earnings, (4) Operating Government Grants, and (5) all water main contribution fees (excluding contributed capital assets) paid pursuant to Section 26.90 of the City's Code of Ordinances or any successor provision. "Gross Revenues" shall not include (A) Capital Government Grants, (B) proceeds of Bonds or other Issuer debt, (C) moneys deposited to the Rate Stabilization Fund from the Utility Reserve Fund, including any moneys transferred from the Utility Reserve Fund to the Rate Stabilization Fund within 120 days following the end of a Fiscal Year which the Issuer determines not to be Gross Revenues of such prior Fiscal Year, (D) Wastewater Connection Fees, (E) Water Connection Fees, (F) Special Assessments Proceeds, unless subsequently pledged by Supplemental Resolution, and (G) any gain resulting from the valuation of investment securities or Hedge Agreements at market value and any other gain that does not require or result in the receipt of cash. Gross Revenues may include Special Assessments Proceeds and/or other revenues related to the System which are not enumerated in the definition of "Gross Revenues" if so authorized by Supplemental Resolution and if and to the extent the same shall be approved for inclusion by all Insurers and Credit Banks. 7 "Hedge Agreement" shall mean an agreement in writing between the Issuer and the Counterparty pursuant to which ( 1) the Issuer agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on a notional amount specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest ( which may be at a fixed or variable rate) payable on all or a portion of a notional amount specified in such agreement during the period specified in such agreement. Hedge Agreement shall also include any financial product or agreement which is used by the Issuer as a hedging device with respect to its obligations to pay interest on Bonds, or any portion thereof, which is designated by the Issuer as a "Hedge Agreement." "Hedge Payments" shall mean any amounts payable by the Issuer as interest on the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or a fee or by virtue of termination of a Qualified Hedge Agreement or any obligation to provide collateral. "Hedge Receipts" shall mean any amounts receivable by the Issuer on the related notional amount under a Qualified Hedge Agreement. "Insurer" shall mean such Person as shall be in the business of insuring or guaranteeing the payment of principal of and interest on municipal securities and whose credit is such that, at the time of any action or consent required or permitted by the Insurer pursuant to the terms of this Resolution, all municipal securities insured or guaranteed by it are then rated, because of such insurance or guarantee, in one of the three highest categories (without regard to gradations, such as"+" or"-" or "1, 2 or 3" of such categories) by at least one of the Rating Agencies. "Interest Account" shall mean the separate account m the Sinking Fund established pursuant to Section 4.05(C) hereof. "Interest Date" or "interest payment date" shall be such date or dates for the payment of interest on the Bonds as provided pursuant to Section 2.01 hereof and by Supplemental Resolution. "Investment Earnings" shall mean all income and earnings derived from the investment of moneys in the funds and accounts established hereunder, other than the Rebate Fund. "Issuer" shall mean the City of Tampa, Florida, and also includes any authority or other governmental entity to which may hereafter be transferred some or all of the 8 C-6 powers and responsibilities of the Issuer with respect to the ownership, financing, operation, enlargement, improvement and maintenance of the System. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service becoming due in any Fiscal Year in which Bonds are Outstanding. "Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in, or determined in accordance with, the Supplemental Resolution of the Issuer authorizing the issuance of such Bonds, or in such other documentation relating to such Variable Rate Bonds, that shall be the maximum rate of interest such Bonds may at any particular time bear. "Mayor" shall mean the Mayor of the Issuer or, in his or her absence or unavailability, his or her duly appointed designee. "Moody's" shall mean Moody's Investors Service, and any assigns and successors thereto. "Net Revenues" shall mean Gross Revenues less Operating Expenses. "Operating Expenses" shall mean the Issuer's expenses for operation, maintenance and repairs with respect to the System and shall include, without limiting the generality of the foregoing, administration expenses, payments for the purchase of materials essential to or used in the operation of the System including bulk purchases of water or sewage services, fees for the management of the System or any portion thereof, accounting, legal and engineering expenses, ordinary and current rentals of equipment or other property, refunds of moneys lawfully due to others, payments to others for disposal of sewage or other wastes, actual payments to pension, retirement, health and hospitalization funds, and any other expenses required to be paid for or with respect to proper operation or maintenance of the System, including appropriate reserves therefor, all to the extent properly attributable to the System in accordance with generally accepted accounting principles applicable to public utility systems similar to the System, and disbursements for the expenses, liabilities and compensation of any Paying Agent or Registrar under this Resolution, but does not include any costs or expenses in respect of original construction or improvement other than expenditures necessary to prevent an interruption or continuance of an interruption of service or of Gross Revenues or minor capital expenditures necessary for the proper and economical operation or maintenance of the System, or any payments in lieu of taxes or franchise fees made to the Issuer's general fund, or any accruals required to be recognized with respect to pension, retirement, health and hospitalization funds that do not require or result in the expenditure of cash, or any provision for interest, depreciation, amortization or similar charges, or any loss resulting from the valuation of investment securities, Hedge Agreements at market value and any other loss that does not require or result in the expenditure of cash. 9 "Operating Government Grant," when used with respect to the System, shall mean any sum of money heretofore or hereafter received by the Issuer from the United States of America or any agency thereof or from the State of Florida or any agency or political subdivision thereof as or on account of a grant or contribution, not repayable by the Issuer, for the purpose of funding Operating Expenses or paying Debt Service on Bonds or otherwise allowed by the terms thereof to be used to pay Operating Expenses or Debt Service. "Operation and Maintenance Fund" shall mean the fund created pursuant to Section 4.05(8) hereof. "Outstanding," when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except, ( 1) any Bond in lieu of which other Bond or Bonds have been issued under agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections 2.03 and 2.05 hereof, (3) Bonds deemed to have been paid pursuant to Section 9.01 hereof and (4) Bonds cancelled after purchase in the open market or because of payment at, or redemption prior to, maturity. "Paying Agent" shall mean for each Series of Bonds, the paying agent appointed by the Issuer for such Series of Bonds and its successor or assigns, if any. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Pledged Funds" shall mean (1) the Net Revenues, (2) the Connection Fees and (3) until applied in accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder, except (A) as for the Rebate Fund, (B) to the extent moneys therein shall be required to pay the Operating Expenses of the System in accordance with the terms hereof, and (C) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payment of a different Series of Bonds for which it was established in accordance with the provisions hereof or any Prior Reserve Account. "Policy Costs" shall mean, collectively, the repayment of draws, reasonable expenses and interest related to a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit. "Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (I) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds 10 C-7 or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a fiduciary consisting only of cash or Federal Securities, secured in substantially the manner set forth in Section 9.01 hereof, which fund may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities, which have been deposited in such fund along with any cash on deposit in such fund are sufficient, as verified by an independent certified public accountant or other expert in such matters, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (I) above and are not available to satisfy any other claims, including those against the fiduciary holding the same, and ( 4) which are rated in the highest rating category (without regard to gradations, such as"+" or"-" or "I, 2 or 3" of such categories) of one of the Rating Agencies. "Previously Issued Bonds" shall mean all "Bonds" (as defined in the Resolution prior to its amendment and restatement pursuant to the provisions hereof) issued pursuant to the Resolution prior to its amendment and restatement pursuant to the provisions hereof that are still Outstanding as of the effective date of the provisions of this Resolution. "Prior Reserve Accounts" shall mean the debt service reserve accounts or subaccounts established with respect to the Previously Issued Bonds. "Principal Account" shall mean the separate account in the Sinking Fund established pursuant to Section 4.05(C) hereof. "Project" shall mean any structure, property or facility for public use which the Issuer from time to time may determine to construct, acquire or equip as part of the System, together with all equipment, structures and other facilities necessary or appropriate in connection therewith which are financed in whole or in part with the indebtedness secured by this Resolution. This term is to be broadly construed as including any lawful undertaking which will accrue to the benefit of the System, including, without limitation, financing improvements to the Issuer's facilities, joint ventures and acquisition of partial interests or contractual rights, and including modification, disposal, replacement or cancellation of a Project previously authorized, should such modification, disposal, replacement or cancellation be permitted under this Resolution. 11 "Qualified Hedge Agreement" shall mean a Hedge Agreement with a Counterparty that at the time it enters into such Hedge Agreement is rated "A-" or better by Standard & Poor's and "A3" or better by Moody's. "Rate Consultant" shall mean any accountant, engineer or consultant or firm of accountants, engineers or consultants chosen by the Issuer with reputation for skill and experience in reviewing and recommending rates, fees and charges for utility systems similar to the System. "Rate Stabilization Amount" shall mean an amount equal to 10% of Net Revenues received by the Issuer during the immediately preceding Fiscal Year. "Rate Stabilization Fund" shall mean the "Rate Stabilization Fund" established pursuant to Section 4.05(1) hereof. "Rating Agencies" means Fitch, Moody's and Standard & Poor's. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.05(1) hereof. "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunding Securities" shall mean Federal Securities and Prerefunded Obligations. "Registrar" shall mean for each Series of Bonds, the bond registrar appointed by the Issuer for such Series of Bonds and its successor or assigns, if any. "Renewal and Replacement Fund" shall mean the fund created pursuant to Section 4.05(G) hereof. "Renewal and Replacement Fund Requirement" shall mean, on the date of calculation, an amount of money equal to ( 1) five percent of the Gross Revenues received by the Issuer in the immediately preceding Fiscal Year, or (2) such greater or lesser amount as may be certified to the Issuer by the Consulting Engineers as an amount appropriate for the purposes of this Resolution. "Reserve Account" shall mean the separate account m the Sinking Fund established pursuant to Section 4.05(C) hereof. "Reserve Account Insurance Policy" shall mean the insurance policy deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.06(B)(4). 12 C-8 "Reserve Account Letter of Credit" shall mean a letter of credit or line of credit or other credit facility ( other than a Reserve Account Insurance Policy) deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.06(B)( 4) hereof. "Reserve Account Requirement" shall mean, as of any date of calculation for the Reserve Account or subaccount therein, an amount equal to the lesser of (1) Maximum Annual Debt Service for all Outstanding Bonds secured thereby, (2) 125% of the average Annual Debt Service for all Outstanding Bonds secured thereby, or (3) the maximum amount of Bond proceeds which may be deposited to the Reserve Account without subjecting the same to yield restriction under the Code, or causing interest on any of the Bonds secured thereby ( other than Taxable Bonds) to be included in gross income for purposes of federal income taxation or otherwise violating applicable provisions of the Code; provided, however, the Issuer may establish by Supplemental Resolution a different Reserve Account Requirement with respect to any particular Series of Bonds pursuant to Section 4.06(B)(4) hereof, which Reserve Account Requirement may be $0.00. Notwithstanding the foregoing, the Reserve Account Requirement with respect to the Previously Issued Bonds shall equal the requirement established with respect such Bonds at the time of their issuance. In computing the Reserve Account Requirement in respect of a Series of Bonds that constitutes Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be (A) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of calculation, the highest of (i) the actual rate of interest on the date of calculation, (ii) the average interest rate borne by such Variable Rate Bonds for the 12-month period immediately preceding each date of calculation, and (iii) the Bond Buyer Revenue Bond Index most recently published prior to the time of calculation, and (B) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of calculation, the higher of (i) the actual rate of interest on the date of calculation, and (ii) the Bond Buyer Revenue Bond Index most recently published prior to the time of calculation. The Reserve Account Requirement shall be calculated as of April 1 of each year with respect to the next succeeding Fiscal Year. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Revenue Fund" shall mean the fund created pursuant to Section 4.05(A) hereof. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "Series" shall mean all the Bonds delivered on original issuance in a simultaneous transaction and identified pursuant to Section 2.01 hereof or a Supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless of variations in maturity, interest rate, Sinking Fund Installments or other provisions. 13 "Sinking Fund" shall mean the fund established pursuant to Section 4.05(C) hereof. "Sinking Fund Installment" shall mean an amount designated as such by Supplemental Resolution of the Issuer and established with respect to the Term Bonds. "Special Assessments" means any and all assessments against property benefited by the System or any part thereof, but special assessments shall be subject to the provisions and lien and pledge of this Resolution only if and to the extent provision for inclusion as part of the Gross Revenues has been made by Supplemental Resolution to be adopted by the Issuer. "Special Assessments Fund" shall mean the fund created pursuant to Section 4.05(F) hereof. "Special Assessments Proceeds" means the proceeds of Special Assessments pledged hereunder (principal and interest), whether paid at one time or in installments from time to time. "Standard and Poor's" or "S&P" shall mean Standard and Poor's Ratings Services, and any assigns and successors thereto. "State" shall mean the State of Florida. "Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate and junior to the Bonds, issued in accordance with the provisions of Section 6.01 hereof or deemed subordinate and junior to the Bonds in accordance with the provisions hereof or in accordance with the provisions of such Subordinated Indebtedness. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 8.01, 8.02 and 8.03 hereof. "System" shall mean any and all water production, transmission, treatment and distribution facilities, sewage collection, transmission, treatment and disposal facilities and reclaimed water (reuse) facilities now owned or hereafter owned by the Issuer, which System shall also include any and all improvements, extensions and additions thereto hereafter constructed or acquired either from the proceeds of Bonds or from any other sources, together with all property, real or personal, tangible or intangible, now or hereafter owned or used in connection therewith, including all contractual rights, rights to capacity and obligations or undertakings associated therewith. "System" shall also include any other utility facilities if and to the extent the Issuer determines by Supplemental Resolution to include such utility or facilities within the System as described herein. 14 C-9 "Taxable Bonds" means any Bond, other than Federal Subsidy Bonds, which states, in the body thereof, that the interest income thereon is includable in the gross income of the Holder thereof for federal income taxation purposes or that such interest is subject to federal income taxation. Except as otherwise provided herein, Taxable Bonds shall not include Federal Subsidy Bonds. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby or by Supplemental Resolution of the Issuer. "Term Bonds Redemption Account" shall mean the separate account in the Sinking Fund established pursuant to Section 4.05(C) hereof. "Utility Reserve Fund" shall mean the fund created pursuant to Section 4.05(H) hereof. "Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue. "Wastewater Connection Fees" shall mean the fees and charges, if any, which relate to acquiring, constructing, equipping or expanding the capacity of the wastewater facilities of the System for the purpose of paying or reimbursing the equitable share of the capital cost relating to such acquisition, construction, expansion or equipping of capacity of the wastewater facilities or expansion thereof in order to serve new users of the wastewater facilities of the System, to the extent the same are lawfully levied, collected and pledged. "Wastewater Connection Fees" include those fees and charges currently known under Florida law as "impact fees" but shall not include fees and charges imposed for the cost of physically hooking up or connecting to the System. "Wastewater Connection Fees Fund" shall mean the fund created pursuant to Section 4.05(E) hereof. "Water Connection Fees" shall mean the fees and charges, if any, which relate to acquiring, constructing, equipping or expanding the capacity of the water facilities of the System for the purpose of paying or reimbursing the equitable share of the capital cost relating to such acquisition, construction, expansion or equipping of capacity of the water facilities or expansion thereof in order to serve new users of the water facilities of the System, to the extent the same are lawfully levied, collected and pledged. "Water Connection Fees" include those fees and charges currently known under Florida law as "impact fees" but shall not include fees and charges imposed for the cost of physically hooking up or connecting to the System. "Water Connection Fees Fund" shall mean the fund created pursuant to Section 4.05(0) hereof. 15 The terms ''herein," "hereunder," "hereby," "hereto;' "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and e:ff ectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract between the Issuer, the Holders from time to time of the Bonds and any Insurer or Credit Bank. The pledge made in the Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds and any Insurer or Credit Bank, but only to the extent and in accordance with the terms hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It 1s hereby ascertained, determined and declared that: (A) The Issuer has heretofore determined that it is necessary and in the best interests of the health, safety and welfare of the Issuer and its inhabitants that the Issuer own, operate, maintain, improve, manage and expand the System. (B) It is necessary and desirable and in the best interests of the Issuer to borrow moneys from time to time to improve and expand the System and to refinance certain indebtedness related to the System. 16 C-10 (C) The Bonds issued hereunder shall be secured by the Pledged Funds as provided herein and such Pledged Funds have not been pledged or encumbered except with respect to the Previously Issued Bonds and certain Loan Agreements with the State of Florida Department of Environmental Protection, the obligations pursuant to which Loan Agreements constitute Subordinated Indebtedness hereunder. (D) The estimated Gross Revenues to be derived in each year hereafter from the operation of the System will be sufficient to pay all the Operating Expenses, the principal of and interest on the Bonds and Subordinated Indebtedness, as the same become due, and all other payments provided for in this Resolution. (E) The principal of and interest on the Bonds and Subordinated Indebtedness and all other payments provided for in this Resolution will be paid solely from the Pledged Funds in accordance with the terms hereof; and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds and Subordinated Indebtedness, or to make any other payments provided for in this Resolution, and neither the Bonds nor any Subordinated Indebtedness shall constitute a lien upon the System or upon any other property whatsoever of or in the Issuer. [Remainder of page intentionally left blank] 17 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution creates an issue of Bonds of the Issuer to be designated as "City of Tampa, Florida Water and Wastewater Systems Revenue Bonds" which may be issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds which may be executed and delivered under this Resolution is not limited except as is or may hereafter be provided in this Resolution or as limited by the Act. The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be issued in one or more Series, with such further appropriate particular designations added to or incorporated in such title for the Bonds of any particular Series as the Issuer may determine and as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by Supplemental Resolution of the Issuer. The Bonds shall be issued in such denominations and such form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be payable in such manner and at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in such years and amounts; shall bear interest at such rates, shall have such Interest Dates and the proceeds shall be used in such manner; all as determined or provided for by Supplemental Resolution of the Issuer. The Issuer may issue Bonds which may be secured by a Credit Facility or by a Bond Insurance Policy all as shall be determined by Supplemental Resolution of the Issuer. All other terms and provisions with respect to any Series of Bonds shall be determined in accordance with a Supplemental Resolution. The Governing Body may delegate approval of the terms, details and sale of a Series of Bonds to an Authorized Issuer Officer pursuant to a Supplemental Resolution. SECTION 2.02. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Mayor, the manual or facsimile countersignature of the Chief Financial Officer, and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the City Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided 18 C-11 and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. SECTION 2.03. AUTHENTICATION. No Bond of any Series shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.07 hereof. SECTION 2.04. TEMPORARY BONDS. Until the definitive Bonds of any Series are prepared, the Issuer may execute, in the same manner as is provided in Section 2.02, and deliver, upon authentication by the Registrar pursuant to Section 2.03 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. SECTION 2.05. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and 19 satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.05 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Bonds issued hereunder. SECTION 2.06. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same Series and maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any 20 C-12 Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Series of Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Mayor and City Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds of any Series during the 15 days next preceding an Interest Date on the Bonds of such Series ( other than Capital Appreciation Bonds and Variable Rate Bonds), or, in the case of any proposed redemption of Bonds of such Series, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. The Issuer may elect to issue any Bonds as uncertificated registered public obligations (not represented by instruments), commonly known as book-entry obligations, provided it shall establish a system of registration therefor by Supplemental Resolution. SECTION 2.07. FORM OF BONDS. The text of the Bonds, except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution of the Issuer, shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): 21 No. R- UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BOND, SERIES Interest Rate Registered Holder: Principal Amount: Maturity Date Date of Original Issue CUSIP $ KNOW ALL MEN BY THESE PRESENTS, that City of Tampa, Florida, a political subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on ________ and _________ of each year commencing ______________ until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this Bond, are payable at the designated corporate trust office of______ ____ _ ___ , as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by ______________ , as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check of such Paying 22 C-13 Agent mailed to such Registered Holder at the address appearing on such registration books or, at the request of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall be calculated on the basis of a 360-day year of twelve 30- day months. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ _____ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued to finance ____________ , in and for the Issuer, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, the Charter of the Issuer and other applicable provisions of law (the "Act"), and Resolution No. 88-1435, adopted by the City Council of the City of Tampa, Florida (the "Issuer") on August 4, 1988, as amended and supplemented, and as particularly amended and restated in its entirety by Resolution No. adopted by the Council on _____ , 2011, as the same may be further amended and supplemented (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest hereon are payable solely from and secured by a lien upon and a pledge of (1) the Net Revenues (as defined in the Resolution) to be derived from the operation of the Issuer's water and wastewater utility system (the "System"), (2) the Connection Fees (as defined in the Resolution), and (3) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts established by the Resolution, except (A) as for the Rebate Fund, (B) to the extent moneys therein shall be required to pay the Operating Expenses ( as defined in the Resolution) and (C) any moneys set aside in a particular subaccount of the Reserve Account or any Prior Reserve Account if such moneys shall be pledged solely for the payment of a different Series of Bonds for which it was established in accordance with the provisions of the Resolution, subject in each case to the application thereof for the purposes and on the conditions permitted by the Resolution ( collectively, the "Pledged Funds"). It is expressly agreed by the Registered Holder of this Bond that the full faith and credit of the Issuer are not pledged to the payment of the principal of, premium, if any, and interest on this Bond and that such Holder shall never have the right to require or compel the exercise of any taxing power of the Issuer to the payment of such principal, premium, if any, and interest. This Bond and the obligation evidenced hereby shall not constitute a lien upon the System or any other property of the Issuer, but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds in accordance with the terms of the Resolution. IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, 23 AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HA VE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAY ABLE SOLELY FROM, THE PLEDGED FUNDS. THE ISSUER MAY ISSUE ADDITIONAL OBLIGATIONS ON PARITY WITH THE BONDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. [The Issuer has established a book-entry system of registration for the Bonds. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement.] This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of [$5,000 and any integral multiple thereof,] not exceeding the aggregate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the 15 days next preceding an interest payment date or, in the case of any proposed redemption of the Bonds, then, for the Bonds subject to such redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect 24 C-14 has occurred. In the event that less than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. [As long as the book-entry only system is used for determining beneficial ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the OTC Participants, who will in turn be responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co. to notify any OTC Participant, or of any OTC Participant to notify the beneficial owner of any such notice, will not affect the validity of the redemption of the Bonds.] Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the members of the City Council of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. [This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Thirteenth Judicial Circuit of Florida in and for Hillsborough County, Florida, rendered on _______ .] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. 25 IN WITNESS WHEREOF, the City of Tampa, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Mayor, countersigned by the manual or facsimile signature of the Chief Financial Officer and attested by the manual or facsimile signature of the City Clerk of the City of Tampa, Florida, and its corporate seal or a facsimile thereof to be affixed or reproduced hereon, all as of Date of Original Issue. CITY OFT AMPA, FLORIDA (SEAL) Mayor Countersigned: Chief Financial Officer ATTEST: City Clerk 26 C-15 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within-mentioned Resolution. DATE OF AUTHENTICATION: Registrar By: ______________ _ Authorized Officer 27 [Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint _______________ , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: ------------ Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (ST AMP) or similar program. 28 NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. C-16 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common TEN ENT --as tenants by the entireties JT TEN --as joint tenants with right of survivorship and not as tenants mcommon UNIF TRANS MIN ACT -----------------(Cust.) Custodian for -------------------- under Uniform Transfers to Minors Act of ----------(St ate) Additional abbreviations may also be used though not in list above. 29 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. The terms of this Article III shall apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate Bonds. The terms and provisions relating to redemption of Capital Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental Resolution. The provisions of this Article III may also be modified pursuant to Supplemental Resolution to accommodate any redemption provisions with respect to Federal Subsidy Bonds. SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed and, if less than all of the Outstanding Bonds are to be redeemed, the particular maturities and portions thereof to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of a Term Bond is to be redeemed the aggregate principal amount to be redeemed shall be allocated to the Sinking Fund Installments on a pro-rata basis unless the Issuer, in its discretion, designates a different allocation. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds ( or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the Paying Agents of such Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and one or more nationally 30 C-17 recognized municipal bond information services as hereinafter provided in this Section 3.03. Failure to mail such notice to such depositories or services or the Holders of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Such notice shall also be mailed to the Insurer or Credit Bank, if any, of such redeemed Bonds. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Bonds. Notice of optional redemption of Bonds shall only be sent if the Issuer reasonably determines it shall have sufficient funds available to pay the Redemption Price of and interest on the Bonds called for redemption on the redemption date. Each notice of redemption shall state: ( l) the CUSIP numbers and any other distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, ( 10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer for such purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. In addition to the mailing of the notice described above, each notice of redemption and payment of the Redemption Price shall meet the following requirements; provided, however, the failure to provide such further notice of redemption or to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above: (A) Each further notice of redemption shall be sent by certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to two or more national information services which disseminate notices of prepayment or redemption of obligations such as the Bonds. 31 (B) Each further notice of redemption shall be sent to such other Person, if any, as shall be required by applicable law or regulation. The Issuer may provide that a redemption may be contingent upon the occurrence of certain condition( s) and that if such condition( s) do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Bondholders as soon as practicable. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination, as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION. Notwithstanding anything in this Resolution to the contrary, at any time the Bonds are subject to optional redemption pursuant to this Resolution, all or a portion of the Bonds to be redeemed as specified in the notice of redemption, may be purchased by the Paying Agent, as trustee, at the direction of the Issuer, on the date which would be the redemption date if such Bonds were redeemed rather than purchased in lieu thereof at a purchase price equal to the redemption price which would have been applicable to such Bonds on the redemption date for the account of and at the direction of the Issuer who shall give the Paying Agent, as trustee, notice at least ten days prior to the scheduled redemption date accompanied by an opinion of Bond Counsel to the effect that such purchase will not adversely affect the exclusion from gross income for federal income tax purposes of interest on such Bonds or any other Outstanding Bonds. In the event the Paying Agent, as trustee, is so directed to purchase Bonds in lieu of optional redemption, no notice to the holders of the Bonds to be so purchased ( other than the notice of redemption otherwise required under this Resolution) shall be required, and the Paying Agent, as trustee, shall be authorized to apply to such purchase the funds which would 32 C-18 have been used to pay the redemption price for such Bonds if such Bonds had been redeemed rather than purchased. Each Bond so purchased shall not be canceled or discharged and shall be registered in the name of the Issuer. Bonds to be purchased under this Resolution in the manner set forth above which are not delivered to the Paying Agent, as trustee, on the purchase date shall be deemed to have been so purchased and not optionally redeemed on the purchase date and shall cease to accrue interest as to the former holder thereof on the purchase date. [Remainder of page intentionally left blank] 33 ARTICLE IV SECURITY; FUNDS AND ACCOUNTS; APPLICATION OF GROSS REVENUES SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in this Resolution. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the Issuer except from the Pledged Funds in the manner and to the extent provided herein. The Bonds and the obligations evidenced thereby shall not constitute a lien upon the System or any other property of the Issuer, but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds. SECTION 4.02. SECURITY FOR BONDS. The payment of the principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or Bond Insurance Policy in addition to the security provided herein; and provided further that a Series of Bonds may be secured independently of any other Series of Bonds by the establishment of a separate subaccount in the Reserve Account for such Series of Bonds or by not being secured in any manner by the Reserve Account as provided in a Supplemental Resolution; and provided, further that the Previously Issued Bonds shall be secured by the respective Prior Reserve Account, if any. Issuers of a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be secured in accordance with the provisions hereof. In addition, the Issuer does hereby irrevocably pledge and grant a lien upon the Pledged Funds to the payment of the Policy Costs in accordance with the provisions hereof; provided, however, such pledge and lien shall be junior and subordinate in all respects to the pledge of and lien upon such Pledged Funds granted hereby to the Bondholders. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds in accordance with the provisions hereof. Except as otherwise provided by Supplemental Resolution, the obligation of the Issuer to make Hedge Payments to a Counterparty pursuant to a Qualified Hedge Agreement shall be on parity with the Bonds as to lien on and pledge of the Pledged Funds in accordance with the terms hereof ( any other payments related to a Qualified Hedge Agreement, including fees, penalties, termination payments and the obligation to collateralize, shall be Subordinated Indebtedness of the Issuer). The Pledged Funds shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer. 34 C-19 SECTION 4.03. SEPARATE ACCOUNTS. The moneys required to be accounted for in each of the funds, accounts and subaccounts established in this Resolution, particularly those described in this Article IV, may be deposited in a single bank account, and funds allocated to the various funds, accounts and subaccounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds, accounts and subaccounts as herein provided. The designation and establishment of the various funds, accounts and subaccounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. SECTION 4.04. CONSTRUCTION FUND. The Issuer covenants and agrees to establish a special fund to be known as the "City of Tampa, Florida Water and Wastewater Systems Construction Fund," which shall be used only for payment of the Cost of a Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a Project in the manner hereinafter provided, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of this Resolution, and there may be paid into the Construction Fund, at the option of the Issuer, any moneys received for or in connection with a Project by the Issuer from any other source. The Issuer shall establish within the Construction Fund a separate account for each Project the Cost of which is to be paid in whole or in part out of the Construction Fund. The proceeds of insurance maintained pursuant to this Resolution against physical loss of or damage to a Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the appropriate account of the Construction Fund. Any moneys received by the Issuer from the State or from the United States of America or any agencies thereof for the purpose of financing part of the Cost of a Project shall be deposited into the appropriate account of the Construction Fund and used in the same manner as other Bond proceeds are used therein; provided that separate accounts or subaccounts may be established in the Construction Fund for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State law. The Issuer covenants that the acquisition, construction and installation of each Project will be completed without delay and in accordance with sound engineering 35 practices. The Issuer shall make disbursements or payments from the applicable account of the Construction Fund to pay Costs of the Project for which it was established, except as otherwise provided below. The Issuer shall keep records of such disbursements and payments and shall retain all such records for such period of time as required by applicable law. The Issuer shall make available the records at all reasonable times for inspection by any Holder of any of the Bonds or the agent or representative of any Holder of any of the Bonds. Notwithstanding any of the other provisions of this Section 4.04, to the extent that other moneys are not available therefor, amounts in an account of the Construction Fund shall be applied to the payment of principal and interest on Bonds. The date of completion of the acquisition, construction and equipping of a Project shall be documented by an Authorized Issuer Officer or the City Clerk in the appropriate records of the Issuer. Promptly after the date of the completion of a Project, and after paying or making provision for the payment of all unpaid items of the Cost of such Project, the Issuer shall deposit in the following order of priority any balance of moneys remaining in an account in the Construction Fund in (A) another account of the Construction Fund for which an Authorized Issuer Officer has determined that there are insufficient moneys present to pay the Cost of the related Project, (B) the Reserve Account, to the extent of a deficiency therein, and (C) such other fund or account established hereunder as shall be determined by the Issuer or for any other lawful purpose, provided the Issuer has received the prior approval of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds (other than Taxable Bonds) from gross income for purposes of Federal income taxation or shall not otherwise affect the status of any Outstanding Bonds issued as Federal Subsidy Bonds or the Issuer's receipt of Federal Subsidy Payments with respect to any Outstanding Federal Subsidy Bonds. SECTION 4.05. CREATION OF FUNDS AND ACCOUNTS. The Issuer covenants and agrees to establish the following funds and accounts: (A) The "City of Tampa, Florida Water and Wastewater Systems Revenue Fund." (B) The "City of Tampa, Florida Water and Wastewater Systems Operation and Maintenance Fund." (C) The "City of Tampa, Florida Water and Wastewater Systems Sinking Fund." The Issuer shall maintain four separate accounts in the Sinking Fund: the "Interest Account," the "Principal Account," the "Term Bonds Redemption Account" and the "Reserve Account." 36 C-20 (D) The "City of Tampa, Florida Water and Wastewater Systems Water Connection Fees Fund." (E) The "City of Tampa, Florida Water and Wastewater Systems Wastewater Connection Fees Fund." (F) The "City of Tampa, Florida Water and Wastewater Systems Special Assessments Fund." (G) The "City of Tampa, Florida Water and Wastewater Systems Renewal and Replacement Fund." (H) The "City of Tampa, Florida Water and Wastewater Systems Utility Reserve Fund." (I) The "City of Tampa, Florida Water and Wastewater Systems Rebate Fund." (J) The "City of Tampa, Florida Water and Wastewater Systems Rate Stabilization Fund." Moneys in the aforementioned funds and accounts (except for moneys in the Rebate Fund), until applied in accordance with the provisions hereof, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders, to the extent provided herein. The Issuer may at any time and from time to time appoint one or more depositaries to hold, for the benefit of the Bondholders, any one or more of the funds and accounts established hereby. Such depositary or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such funds or accounts as herein set forth, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agents and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law. Notwithstanding the foregoing, none of the aforementioned funds and accounts are required to be established prior to the time any such fund or account is required to be funded or otherwise utilized hereunder. SECTION 4.06. DISPOSITION OF GOVERNMENT GRANTS, GROSS REVENUES AND SPECIAL ASSESSMENTS. (A) (1) In the event the Issuer receives a Government Grant, the use and withdrawal of moneys from such Government Grant shall be governed by the terms of the Government Grant and applicable law. 37 (2) The Issuer shall deposit promptly, as received, all Gross Revenues (other than subsequently pledged Special Assessments Proceeds) into the Revenue Fund. Moneys in Revenue Fund shall first be used each month to deposit in the Operation and Maintenance Fund such sums as are necessary to pay Operating Expenses for the ensuing month; provided the Issuer may transfer moneys from the Revenue Fund to the Operation and Maintenance Fund at any time to pay Operating Expenses to the extent there is a deficiency in the Operation and Maintenance Fund for such purpose. Amounts in the Operation and Maintenance Fund shall be paid out from time to time by the Issuer for Operating Expenses, including any expenses relating to the purchase or redemption of Term Bonds as provided in Section 4.06(B)(3) hereof. The remaining moneys in the Revenue Fund shall be applied in accordance with Section 4.06(B) hereof. (3) To the extent Special Assessments Proceeds are made a component of the Gross Revenues, the Issuer shall deposit promptly, as received, all Special Assessments Proceeds into the Special Assessments Fund. In the event the Issuer by Supplemental Resolution provides for all or a portion of any Special Assessments to secure the payment of all or a portion of a particular Series of Bonds, the Issuer may establish separate accounts or subaccounts for the deposit of such Special Assessments if necessary to provide for the earlier redemption of such Bonds from such Special Assessments. Moneys in the Special Assessments Fund shall be applied in accordance with Section 4.06(B) hereof. (B) Any deposits remaining in the Revenue Fund after the aforementioned transfers to the Operation and Maintenance Fund and all moneys at any time on deposit in the Special Assessments Fund (subject to the provisions above regarding earlier redemption of Bonds) shall be disposed ofby the Issuer on or before the 25th day of each month, commencing in the month immediately following the delivery of any of the Bonds to the purchasers thereof, or such later date as hereinafter provided, first from the Special Assessments Fund and then from the Revenue Fund in the following manner and in the following order of priority: ( 1) Interest Account. The Issuer shall deposit or credit to the Interest Account the sum which, together with the balance in said Account, shall equal the interest on all Bonds Outstanding ( except as to Capital Appreciation Bonds) accrued and unpaid and to accrue to the end of the then current calendar month. All Hedge Receipts and Federal Subsidy Payments shall be deposited directly to the Interest Account upon receipt. With respect to interest on Bonds which have corresponding Hedge Payments, interest on such Bonds during the term of the Qualified Hedge Agreement shall also be deemed to include 38 C-21 the corresponding Hedge Payments. Moneys in the Interest Account shall be applied by the Issuer (a) for deposit with the Paying Agents to pay the interest on the Bonds on or prior to the date the same shall become due and (b) for Hedge Payments. Any Federal Subsidy Payments deposited to the Interest Account shall be deemed to have been applied to the payment of interest on the Federal Subsidy Bonds to which such Payments relate. The Issuer shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date. With respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, any Hedge Payments due to the Counterparty to the Qualified Hedge Agreement relating to such Bonds shall be paid to such Counterparty on a parity basis with the aforesaid required payments into the Sinking Fund. In computing the interest on Variable Rate Bonds which shall accrue during a calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A) if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the commencement of such calendar month, the highest average interest rate borne by such Variable Rate Bonds for any 30- day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation, the Bond Buyer Revenue Bond Index most recently published prior to the commencement of such calendar month. (2) Principal Account. Commencing in the month which is one year prior to the first principal payment date, the Issuer shall next deposit into the Principal Account the sum which, together with the balance in said Account, shall equal the principal amounts on all Bonds Outstanding accrued and unpaid and that portion of the principal next due which would have accrued on such Bonds during the then current calendar month if such principal amounts were deemed to accrue monthly ( assuming that a year consists of 12 equivalent calendar months having 30 days each) except for the Sinking Fund Installments to be deposited pursuant to Section 4.06(B)(3) hereof, in equal amounts from the next preceding principal payment due date, or, if there be no such preceding payment due date from a date no later than one year preceding the due date of such principal amount. Moneys in the Principal Account shall be applied by the Issuer for deposit with the Paying Agents to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds mature and monthly payments into the Principal Account on account of such Bonds shall commence in the twelfth month immediately preceding the maturity date of such Bonds. The Issuer shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the 39 moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. (3) Term Bonds Redemption Account. Commencing in the month which is one year prior to the first Sinking Fund Installment due date, there shall be deposited to the Term Bonds Redemption Account the sum which, together with the balance in such Account, shall equal the Sinking Fund Installments on all Bonds Outstanding accrued and unpaid and that portion of the Sinking Fund Installments of all Bonds Outstanding next due which would have accrued on such Bonds during the then current calendar month if such Sinking Fund Installments were deemed to accrue monthly (assuming that a year consists of 12 equivalent calendar months having 30 days each) in equal amounts from the next preceding Sinking Fund Installment due date, or, if there is no such preceding Sinking Fund Installment due date, from a date not later than one year preceding the due date of such Sinking Fund Installment. Moneys in the Term Bonds Redemption Account shall be used to purchase or redeem Term Bonds in the manner herein provided, and for no other purpose. Term Capital Appreciation bonds shall be payable from the Term Bonds Redemption Account in the years in which such Bonds mature and monthly payments into the Terms Bonds Redemption Account on account of such Bonds shall commence in the twelfth month immediately preceding the due date of the related Sinking Fund Installments. The Issuer shall adjust the amount of the deposit to the Term Bonds Redemption Account on the month immediately preceding any Sinking Fund Installment Date so as to provide sufficient moneys in the Term Bonds Redemption Account to pay the Sinking Fund Installments becoming due on such date. Payments to the Term Bonds Redemption Account shall be on parity with payments to the Principal Account. Amounts accumulated in the Term Bonds Redemption Account with respect to any Sinking Fund Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Sinking Fund Installment was established) may be applied by the Issuer, on or prior to the 60th day preceding the due date of such Sinking Fund Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Sinking Fund Installment was established, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms. Amounts in the Term Bonds Redemption Account which are used to redeem Term Bonds shall be credited against the next succeeding Sinking Fund Installment which shall become due on such Term Bonds. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Term Bonds Redemption Account until such Sinking Fund Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the 60th day preceding the due date of any such Sinking Fund Installment, the Issuer shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and maturity for which such Sinking Fund 40 C-22 Installment was established (except in the case of Term Bonds maturing on a Sinking Fund Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Sinking Fund Installment. The Issuer shall pay out of the Term Bonds Redemption Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date ( or maturity date), the amount required for the redemption ( or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the Issuer from the Operation and Maintenance Fund. (4) Reserve Account. There shall be deposited to the Reserve Account an amount which would enable the Issuer to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto. All deficiencies in the Reserve Account must be made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was caused by an increase in the applicable Reserve Account Requirement, a decrease in the aggregate market value of the investments therein of more than 5% or withdrawal (whether from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall be applied by the Issuer to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Term Bonds Redemption Account shall be insufficient for such purpose, but only to the extent the moneys transferred from the Utility Reserve Fund for such purposes pursuant to Section 4.06(8)(8) hereof shall be inadequate to fully provide for such insufficiency. Whenever there shall be surplus moneys in the Reserve Account by reason of a decrease in the Reserve Account Requirement or as a result of a deposit in the Reserve Account of a Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to the extent practicable, shall be deposited by the Issuer into the Utility Reserve Fund and applied as directed by Bond Counsel. The Issuer shall promptly inform each Insurer and Credit Bank of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. Upon the issuance of any Series of Bonds under the terms, limitations and conditions as herein provided, the Issuer shall fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement to the extent such Series of Bonds are to be secured by the Reserve Account or any subaccount therein; provided, however, nothing herein shall be construed to require the Issuer to fund the Reserve Account or any subaccount for any Series of Bonds. Upon the adoption of the Supplemental Resolution authorizing the issuance of a Series of Bonds, the Issuer shall determine whether such Series of Bonds shall be secured by the Reserve Account or any subaccount therein and, if the Issuer determines that the Series of Bonds will be secured 41 by a separate subaccount therein, the Issuer shall also establish the Reserve Account Requirement applicable thereto. Such required amount, if any, shall be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account or subaccount therein over a period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. Notwithstanding the foregoing provisions, in lieu of or in substitution of any required deposits into the Reserve Account, the Issuer may cause to be deposited into the Reserve Account a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for the benefit of the Bondholders in an amount equal to the difference between the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve Account, if any. The Issuer may also substitute a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for cash on deposit in the Reserve Account upon compliance with the terms of this Section 4.06(B)(4). Such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall be payable to the Paying Agent (upon the giving of notice as required thereunder) on any Interest Date or redemption date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Resolution and available for such purpose. Upon the initial deposit of any such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit, the provider thereof shall be either ( a) an insurer whose municipal bond insurance policies insuring the payment, when due, or the principal of and interest on municipal bond issues results in such issues being rated in one of the three highest rating categories by at least two of the three Rating Agencies (without regard to gradations, such as "plus" or "minus" or "l," "2" or "3"), or (b) a commercial bank, insurance company or other financial institution which has been assigned a rating in one of the two highest rating categories by at least one of the three Rating Agencies (without regard to gradations, such as "plus" or "minus" or "l," "2" or "3"). Any Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall equally secure all Bonds secured by the Reserve Account or subaccount into which such Policy or Letter of Credit is deposited. Each Reserve Account Insurance Policy and Reserve Account Letter of Credit shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the provider of the Reserve Account Insurance Policy or Reserve Account Letter of Credit to reimbursement will be subordinated to cash replenishment of the Reserve Account to an amount equal to the difference between the full original amount available under the Reserve Account Insurance Policy or Reserve Account Letter of Credit and the amount then available for further draws or claims. If (a) the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit becomes insolvent or (b) the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit defaults in its payment obligations thereunder or ( c) the rating of the provider of a Reserve Account Insurance 42 C-23 Policy falls below a rating of "A-" or "A3" by all of the Rating Agencies then rating such provider or ( d) the rating of the provider of a Reserve Account Letter of Credit falls below a rating of "AA-" or "Aa3" by at least two of the three Rating Agencies, the obligation to reimburse the provider of the Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be subordinate to the cash replenishment of the Reserve Account. Where applicable, the amount available for draws or claims under a Reserve Account Insurance Policy or Reserve Account Letter of Credit may be reduced by the amount of cash or investments deposited in the Reserve Account pursuant to the provisions hereof. If the revolving reinstatement feature described in the preceding paragraph is suspended or terminated or if the Reserve Account Insurance Policy or Reserve Account Letter of Credit is no longer valid and enforceable, the Issuer shall either (i) deposit into the Reserve Account an amount sufficient to cause the cash or investments on deposit in the Reserve Account or applicable subaccount to equal the Reserve Account Requirement on all Outstanding Bonds then secured by such Reserve Account or subaccount, such amount to be paid over the ensuing five years in equal installments deposited at least semi-annually or (ii) replace such instrument with a Reserve Account Insurance Policy or a Reserve Account Letter of Credit meeting the requirements described herein within six months of such occurrence. If three days prior to an interest or principal payment date, or such other period of time as shall be required by the terms of the Reserve Account Insurance Policy or Reserve Account Letter of Credit, the Issuer shall determine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on the Bonds on such date, the Issuer shall immediately notify (a) the issuer of the applicable Reserve Account Insurance Policy and/or the issuer of the Reserve Account Letter of Credit and submit a demand for payment pursuant to the provisions of such Reserve Account Insurance Policy and/or the Reserve Account Letter of Credit, (b) the Paying Agent, and (c) the Insurer or Credit Bank, if any, of the amount of such deficiency and the date on which such payment is due. The Issuer may evidence its obligation to reimburse the issuer of any Reserve Account Letter of Credit or Reserve Account Insurance Policy by executing and delivering to such issuer a promissory note or other evidence therefor; provided, however, any such note or evidence (a) shall not be a general obligation of the Issuer the payment of which is secured by the full faith and credit or taxing power of the Issuer, and (b) shall be payable solely from the Pledged Funds in the manner provided herein. The obligation to reimburse the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit for any Policy Costs shall be subordinate to the payment of debt service on the Bonds. Any consent or approval of any Insurer described in this Section 4.06(B)( 4) shall be required only so long as there are Outstanding Bonds secured by a Bond Insurance 43 Policy issued by such Insurer which is in full force and effect and the commitments of which have been honored by such Insurer. The term "Paying Agent" as used in this Section 4.06(B)(4) may include one or more Paying Agents for the Outstanding Bonds. Whenever the amount of cash in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other Accounts of the Sinking Fund for the payment of the Bonds. The Issuer may also establish a separate subaccount in the Reserve Account for any Series of Bonds and provide a pledge of such subaccount to the payment of such Series of Bonds apart from the pledge provided herein. To the extent a Series of Bonds is secured separately by a subaccount of the Reserve Account, the Holders of such Bonds shall not be secured by any other moneys in the Reserve Account. Moneys in a separate subaccount of the Reserve Account shall be maintained at the Reserve Account Requirement applicable to such Series of Bonds secured by the subaccount; provided the Supplemental Resolution authorizing such Series of Bonds may establish the Reserve Account Requirement relating to such separate subaccount of the Reserve Account at such level as the Issuer deems appropriate. In the event the Issuer by Supplemental Resolution establishes the Reserve Account Requirement for a particular Series of Bonds to be zero (0.00) or it shall determine that such Series are not to be secured in any manner by the Reserve Account or a subaccount, then it shall not be required to establish a separate subaccount; provided, however, such Series of Bonds shall have no lien on or pledge of any moneys on deposit in the Reserve Account. Moneys used to replenish the Reserve Account shall be deposited in the separate subaccounts in the Reserve Account and in the Reserve Account on a pro-rata basis. In the event the Issuer shall maintain a Reserve Account Insurance Policy or Reserve Account Letter of Credit and moneys in any subaccount, the moneys shall be used prior to making any disbursements under such Reserve Account Insurance Policy or Reserve Account Letter of Credit. Notwithstanding any other provision of this Resolution, the Previously Issued Bonds shall not be secured in any manner by any portion of the Reserve Account or any subaccount therein. The Previously Issued Bonds shall be secured by the Prior Reserve Accounts to the extent and in the manner provided in the Resolution prior to its amendment and restatement pursuant to the provisions hereof and the supplemental resolutions adopted in connection with the Previously Issued Bonds. All of the applicable provisions of such Resolution and resolutions relating to the Previously Issued Bonds and the Prior Reserve Accounts are incorporated herein by reference. Deposits to the Prior Reserve Accounts shall be made on a pro rata basis with the deposits to the Reserve Account and any separate subaccounts therein. (5) Renewal and Replacement Fund. There shall be deposited to the Renewal and Replacement Fund monthly such sums as shall be sufficient to pay 1/12 of the 44 C-24 Renewal and Replacement Fund Requirement until the amount accumulated in such Fund is equal to the Renewal and Replacement Fund Requirement, taking into account the market value of investments in such Fund; provided, however, that (a) such Renewal and Replacement Fund Requirement may be increased or decreased as the Consulting Engineers shall certify to the Issuer is necessary for the purposes of the Renewal and Replacement Fund, and (b) in the event that the Consulting Engineers shall certify that the Renewal and Replacement Fund Requirement is excessive for the purposes of the Renewal and Replacement Fund such excess amount as may be on deposit therein may be transferred by the Issuer from the Renewal and Replacement Fund for deposit into the Utility Reserve Fund. The moneys in the Renewal and Replacement Fund shall be applied by the Issuer for the purpose of paying the cost of major extensions, improvements or additions to, or the replacement or renewal of capital assets of, the System or water facilities owned by the Issuer, or extraordinary repairs of the System or water facilities owned by the Issuer; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Renewal and Replacement Fund shall be applied for the payment into the Interest Account, the Principal Account, and the Term Bonds Redemption Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund for such purpose pursuant to Sections 4.06(B)(8) hereof, together with moneys available in the Reserve Account for such purpose pursuant to Section 4.06(B)(4) hereof, shall be inadequate to fully provide for such insufficiency. Moneys in the Renewal and Replacement Fund may also be transferred to the Operation and Maintenance Fund to fund Operating Expenses to the extent Gross Revenues shall be insufficient for such purpose; provided, however, such transfer shall be treated as an interfund loan and shall be repaid from Gross Revenues as described in this Section 4.06(B)(5) within one year from the date of such transfer. ( 6) Subordinated Indebtedness. Gross Revenues in the Revenue Fund shall next be applied by the Issuer for the payment of any accrued debt service on Subordinated Indebtedness incurred by the Issuer in connection with the System and in accordance with the proceedings authorizing such Subordinated Indebtedness. (7) Sinking Fund. There shall be deposited to the Interest Account, the Principal Account and the Term Bonds Redemption Account, in that order, sufficient moneys such that the amounts on deposit therein shall equal, respectively, the interest, principal and Sinking Fund Installment next coming due on the Bonds Outstanding; provided, however, no deposit need be made to the Principal Account or Term Bonds Redemption Account until a date one year preceding the due date of such principal amount or Sinking Fund Installment. (8) Utility Reserve Fund. The balance of any Gross Revenues remaining in said Revenue Fund shall be deposited in the Utility Reserve Fund and applied to the 45 payment, on or prior to each principal and interest payment date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), into the Interest Account, the Principal Account and the Term Bonds Redemption Account when the moneys therein shall be insufficient to pay the principal of and interest on the Bonds coming due. Moneys not required to meet such a deficiency shall be deposited to the Water Connection Fees Fund and Wastewater Connection Fees Fund to make up any withdrawal from such Funds pursuant to Sections 4.07(A) and 4.08(A) hereof, respectively (to the extent required by such Sections), then to the Reserve Account to make up any deficiency therein, and thereafter to the Rebate Fund to the extent moneys are required to be deposited therein. Thereafter, moneys in the Utility Reserve Fund may be applied for any lawful purpose relating to the System, including, but not limited to, purchase or redemption of Bonds, payment of Subordinated Indebtedness, payment of other obligations incurred with respect to the System, deposit to the Rate Stabilization Fund and improvements, renewals and replacements to the System; provided, however, that none of such revenues shall ever be used for the purposes provided in this Section 4.06(B)(8) unless all payments required in Sections 4.06(B)(l) through 4.06(B)(6) hereof, including any deficiencies for prior payments, have been made in full to the date of such use. (C) Whenever moneys on deposit in the Sinking Fund are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), no further deposits to the Sinking Fund need be made. If on any payment date the Gross Revenues are insufficient to deposit the required amount in any of the funds or accounts or for any of the purposes provided above, the deficiency shall be made up on the subsequent payment dates. The Issuer, in its discretion, may use moneys in the Principal Account and the Interest Account to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the Issuer's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. (D) In the event the Issuer shall issue a Series of Bonds secured by a Credit Facility, the Issuer may establish separate subaccounts in the Interest Account, the Principal Account and the Term Bonds Redemption Account to provide for payment of the principal of and interest on such Series; provided payment from the Pledged Funds of one Series of Bonds shall not have preference over payment of any other Series of Bonds. The Issuer may also deposit moneys in such subaccounts at such other times and in such other amounts from those provided in Section 4.06(B) as shall be necessary to pay the principal of and interest on such Bonds as the same shall become due, all as provided by the Supplemental Resolution authorizing such Bonds. In the case of Bonds secured by a Credit Facility, amounts on deposit in the Sinking Fund may be applied as provided in the applicable Supplemental Resolution to 46 C-25 reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of, premium, if any, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the holders thereof for payment; provided such Credit Facility shall have no priority over Bondholders or an Insurer to amounts on deposit in the Sinking Fund. Other payments due to a Credit Bank in relation to obligations arising under its Credit Facility may be on parity with the Bonds as to source of and security for payment to the extent provided in the Supplemental Resolution relating thereto. SECTION 4.07. WATER CONNECTION FEES FUND. The Issuer shall deposit into the Water Connection Fees Fund all Water Connection Fees as received, together with moneys transferred to such Fund pursuant to Section 4.06(B)(8) and such Water Connection Fees shall be accumulated in the Water Connection Fees Fund and applied by the Issuer in the following manner and order of priority: (A) For the payments on or prior to each principal and interest payment date (in no event earlier than the 25th day of the month next preceding such payment date) into the Interest Account, the Principal Account and the Term Bonds Redemption Account, when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund, the Renewal and Replacement Fund and the Rate Stabilization Fund for such purpose pursuant to Sections 4.06(B)(8), 4.06(B)(5) and 4.10, respectively, hereof, together with moneys available in the Reserve Account for such purpose pursuant to Section 4.06(B)( 4) hereof, shall be inadequate to fully provide for such insufficiency; provided moneys shall be transferred to the aforementioned Accounts from the Water Connection Fees Fund and the Wastewater Connection Fees Fund on a pro-rata basis or such other basis as the Issuer deems appropriate in relation to the amount of moneys in each Fund at the time of transfer. Any moneys transferred to the aforementioned Accounts described above shall be treated as an interfund loan and shall be repaid, together with reasonable interest thereon, from Gross Revenues as described in Section 4.06(8)(8) hereof on or prior to the date such amounts are needed for the purposes described in Sections 4.07(B) and (C) hereof, but in no event later than one year from the date of such transfer, unless the Issuer shall determine that such transfer constitutes a lawful use of such Water Connection Fees. (B) To the extent permitted by law, to pay or reimburse the capital cost of acquiring and/or constructing such improvements or additions to the water facilities of the System for which the Water Connection Fees were imposed in accordance with the requisitions for disbursement of moneys provided by the Issuer. (C) To be used for any other lawful purpose relating to the System. SECTION 4.08. WASTEWATER CONNECTION FEES FUND. The Issuer shall deposit into the Wastewater Connection Fees Fund all Wastewater Connection Fees as received, together with moneys transferred to such Fund pursuant to 47 Section 4.06(B)(8) hereof and such Wastewater Connection Fees shall be accumulated in the Wastewater Connection Fees Fund and applied by the Issuer in the following manner and order of priority: (A) For the payments on or prior to each principal and interest payment date (in no event earlier than the 25th day of the month next preceding such payment Date) into the Interest Account, the Principal Account and the Term Bonds Redemption Account, when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund, the Renewal and Replacement Fund and the Rate Stabilization Fund for such purpose pursuant to Sections 4.06(B)(8), 4.06(B)(5) and 4.10, respectively, hereof, together with moneys available in the Reserve Account for such purpose pursuant to Section 4.06(B)( 4) hereof, shall be inadequate to fully provide for such insufficiency; provided moneys shall be transferred to the aforementioned Accounts from the Wastewater Connection Fees Fund and the Water Connection Fees Fund on a pro-rata basis or such other basis as the Issuer deems appropriate in relation to the amount of moneys in each Fund at the time of transfer. Any moneys transferred to the aforementioned Accounts described above shall be treated as an interfund loan and shall be repaid, together with reasonable interest thereon, from Gross Revenues as described in Section 4.06(B)(8) hereof on or prior to the date such amounts are needed for the purposes described in Sections 4.08(B) and (C) hereof, but in no event later than one year from the date of such transfer, unless the Issuer shall determine that such transfer constitutes a lawful use of such Wastewater Connection Fees. (B) To the extent permitted by law, to pay or reimburse the capital cost of acquiring and/or constructing such improvements or additions to the wastewater facilities of the System for which the Wastewater Connection Fees were imposed in accordance with the requisitions for disbursement of moneys provided by the Issuer. (C) To be used for any other lawful purpose relating to the System. SECTION 4.09. REBATE FUND. Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and used solely to make required rebates to the United States ( except to the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. For any Series of Bonds for which the rebate requirements of Section 148( f) of the Code are applicable, the Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to such Series of Bonds, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; 48 C-26 (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.09 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificates may be amended without the consent of any Holder, Credit Bank or Insurer from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 4.10. RATE STABILIZATION FUND. The Issuer may transfer into the Rate Stabilization Fund such moneys which are on deposit in the Utility Reserve Fund as it deems appropriate. The Issuer may transfer such amount of moneys from the Rate Stabilization Fund to the Revenue Fund as it deems appropriate; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Rate Stabilization Fund shall be applied for the payment into the Interest Account, the Principal Account and the Term Bonds Redemption Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys transferred from the Utility Reserve Fund and Renewal and Replacement Fund for such purposes pursuant to Sections 4.06(B)(8) and 4.06(B)(5) hereof, together with moneys available in the Reserve Account for such purpose pursuant to Section 4.06(B)(4) hereof, shall be inadequate to fully provide for such insufficiency. SECTION 4.11. INVESTMENTS. Moneys on deposit in the Revenue Fund, the Construction Fund, the Sinking Fund, the Water Connection Fees Fund, the Wastewater Connection Fees Fund, the Operation and Maintenance Fund, the Special Assessments Fund, the Utility Reserve Fund, the Rate Stabilization Fund and the Renewal and Replacement Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Revenue Fund, the Operation and Maintenance Fund, the Special Assessments Fund, the Principal Account, the Interest Account, the Term Bonds Redemption Account, the Renewal and Replacement Fund, the Water Connection Fees Fund, the Wastewater Connection Fees Fund, the Rate Stabilization Fund and the Utility Reserve Fund shall be invested and reinvested by the Issuer in Authorized Investments, maturing not later than the dates on which such moneys will be needed for the purposes of such fund or account. Moneys on deposit in the Reserve Account shall be invested in Authorized Investments, maturing no later than ten years from the date of investment. All investments shall be valued at cost; provided, however, that the amounts on deposit in the Reserve Account shall be valued at the market price 49 thereof. Investments in the Reserve Account shall be valued by the Issuer on an annual basis as of April 1 of each year. Any and all income received from the investment of moneys in each separate account of the Revenue Fund, the Construction Fund, the Interest Account, the Principal Account, the Term Bonds Redemption Account, the Utility Reserve Fund, the Renewal and Replacement Fund (to the extent such income and other amounts in such Fund do not exceed the Renewal and Replacement Fund Requirement), the Water Connection Fees Fund, the Wastewater Connection Fees Fund, the Utility Reserve Fund, the Rate Stabilization Fund and the Reserve Account (to the extent such income and the other amounts in the Reserve Account does not exceed the Reserve Account Requirement), shall be retained in such respective Fund or Account. Any and all income received from the investment of moneys in the Renewal and Replacement Fund ( only to the extent such income and the other amounts in such Fund exceed the Renewal and Replacement Fund Requirement) and the Reserve Account (only to the extent such income and the other amounts in the Reserve Account exceeds the Reserve Account Requirement), shall be deposited upon receipt thereof in the Revenue Fund. Any and all income received from the investment of moneys in the Special Assessments Fund shall be deposited upon receipt thereof into the Interest Account. Nothing in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. 50 C-27 ARTICLE V COVENANTS SECTION 5.01. GENERAL. The Issuer hereby makes the following covenants, in addition to all other covenants in this Resolution, with each and every successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding. SECTION 5.02. OPERATION AND MAINTENANCE. The Issuer will maintain or cause to be maintained the System and all portions thereof in good condition and will operate or cause to be operated the same in an efficient and economical manner, making or causing to be made such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. The Issuer may contract with a responsible Person which has experience in the operation of utility systems similar to the System for the operation and maintenance of the System. SECTION 5.03. ANNUAL BUDGET. The Issuer shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. No expenditure for Operating Expenses shall be made in any Fiscal Year in excess of the aggregate amount provided for Operating Expenses in the Annual Budget until the Governing Body shall have approved the increased expenditures by resolution or ordinance. If for any reason the Issuer shall not have adopted the Annual Budget before the first day of any Fiscal Year, other than the first Fiscal Year, the preliminary budget for such year, if it be approved by the Consulting Engineers or Rate Consultant, or otherwise the Annual Budget for the preceding Fiscal Year, shall be deemed to be in effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted. The Issuer shall mail copies of such Annual Budgets and amended Annual Budgets and all resolutions authorizing increased expenditures for operation and maintenance to any Credit Bank or Insurer of Bonds who shall file its address with an Authorized Issuer Officer or the City Clerk and request in writing that copies of all such Annual Budgets and resolutions be furnished to it and shall make available all such Annual Budgets and resolutions and ordinances authorizing increased expenditures for operation and maintenance of the System at all reasonable times to any Holder or Holders of Bonds or to anyone acting for and on behalf of such Holder or Holders. SECTION 5.04 RATES. The Issuer shall fix, establish, maintain and collect such rates, fees and charges for the product, services and facilities of the System, and revise the same from time to time, whenever necessary, so as always to provide in each Fiscal Year: 51 (A) Net Revenues and Connection Fees equal to at least 120% of the Annual Debt Service becoming due in such Fiscal Year; provided (B) such Net Revenues shall be adequate at all times to pay in each Fiscal Year at least 100% of (1) the Annual Debt Service becoming due in such Fiscal Year, (2) any amounts required by the terms hereof to be deposited in the Reserve Account or with any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy in such Fiscal Year to pay Policy Costs, and (3) any amounts required by the terms of Sections 4.07(A) and 4.08(A) hereof to be repaid to the Water Connection Fees Fund and Wastewater Connection Fees Fund in such Fiscal Year. Such rates, fees or other charges shall not be so reduced so as to be insufficient to provide adequate Net Revenues, Water Connection Fees and Wastewater Connection Fees for the purposes provided therefor by this Resolution. If, in any Fiscal Year, the Issuer shall fail to comply with the requirements contained in this Section 5.04, it shall promptly cause the Rate Consultant to review its rates, fees, charges, income, Gross Revenues, Operating Expenses, Connection Fees and methods of operation and to make written recommendations as to the methods by which the Issuer may seek to comply with the requirements set forth in this Section 5.04. The Issuer shall forthwith commence to implement such recommendations to the extent required so as to cause it to thereafter comply with said requirements. So long as the Issuer implements such recommendations within 120 days of the receipt thereof, the City's failure to comply with this Section 5.04 shall not be considered an Event of Default under Section 7 .0 I hereof. SECTION 5.05. BOOKS AND RECORDS. The Issuer shall keep books, records and accounts of the revenues and operations of the System, which shall be kept separate and apart from all other books, records and accounts of the Issuer, and the Holders of any Bonds Outstanding or the duly authorized representatives thereof shall have the right at all reasonable times to inspect all books, records and accounts of the Issuer relating thereto. SECTION 5.06. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the System to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. Each Annual Audit shall be in conformity with generally accepted accounting principles as applied to governmental entities. A copy of each Annual Audit shall regularly be furnished to any Credit Bank or Insurer who shall have furnished its address to the City Clerk and requested in writing that the same be furnished to it. 52 C-28 SECTION 5.07. NO MORTGAGE OR SALE OF THE SYSTEM. The Issuer irrevocably covenants, binds and obligates itself not to sell, lease, encumber or in any manner dispose of the System as a whole or any substantial part thereof (except as provided below) until all of the Bonds and all interest thereon shall have been paid in full or provision for payment has been made in accordance with Section 9.0 l hereof. The foregoing provision notwithstanding, the Issuer shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the System in the following manner, if any one of the following conditions exist: (A) such property is not necessary for the operation of the System, (B) such property is not useful in the operation of the System, (C) such property is not profitable in the operation of the System, or (D) in the case of a lease of such property, such lease will be advantageous to the System and will not materially adversely affect the security for the Bondholders. Prior to any such sale, lease or other disposition of said property: ( l) if the amount to be received therefor is not in excess of five percent ( 5%) of the market value of the gross plant of the System, an Authorized Issuer Officer shall make a finding in writing determining that one or more of the conditions for sale, lease or disposition of property provided for in the second paragraph of this Section 5.07 have been met; or (2) if the amount to be received from such sale, lease or other disposition of said property shall be in excess of five percent ( 5%) of the market value of the gross plant of the System, (a) an Authorized Issuer Officer and the Consulting Engineers shall each first make a finding in writing determining that one or more of the conditions for sale, lease or other disposition of property provided for in the second paragraph of this Section 5.07 have been met, (b) the Governing Body shall, by resolution, duly adopt, approve and concur in the finding of the Authorized Issuer Officer and the Consulting Engineers, and ( c) the Issuer shall obtain an opinion of Bond Counsel to the effect that such sale, lease or other disposition is not in violation of the Act and will not adversely affect the federal tax exempt status of interest on the Bonds ( other than Taxable Bonds) or shall not otherwise affect the status of any Outstanding Bonds issued as Federal Subsidy Bonds or the Issuer's receipt of Federal Subsidy Payments with respect to any Outstanding Federal Subsidy Bonds. Except as otherwise required under applicable prov1s1ons of the Code, the proceeds from any such sale or other disposition shall be deposited, first, into the Renewal and Replacement Fund to the extent necessary to make the amount therein equal to the Renewal and Replacement Fund Requirement, and, second, into the Utility Reserve Fund. Proceeds from any lease of assets of the System shall constitute Gross Revenues and shall be deposited in the Revenue Fund. The transfer of the System as a whole from the control of the Governing Body to some other board or authority which may hereafter be created for the purpose of owning, operating or controlling the System and which constitutes a governmental entity, interest 53 on obligations issued by which are excluded from gross income for purposes of Federal income taxation ( other than obligations similar to Taxable Bonds or Federal Subsidy Bonds), shall not be deemed prohibited by this Section 5.07 and such successor board or authority shall fall within the definition of "Issuer" in Section 1.01 hereof. Notwithstanding the foregoing provisions of this Section 5.07, the Issuer shall have the authority to sell for fair and reasonable consideration any land comprising a part of the System which is no longer necessary or useful in the operation of the System and the proceeds derived from the sale of such land shall be disposed of in accordance with the provisions of the fourth paragraph of this Section 5.07. The Issuer may make contracts or grant licenses for the operation of, or grant easements or other rights with respect to, any part of the System if such contract, license, easement or right does not, in the opinion of the Consulting Engineers, as evidenced by a certificate to that effect filed with the Issuer, impede or restrict the operation by the Issuer of the System, but any payments to the Issuer under or in connection with any such contract, license, easement or right in respect of the System or any part thereof shall constitute Gross Revenues and shall be deposited in the Revenue Fund. SECTION 5.08. INSURANCE. The Issuer will carry such insurance as is ordinarily carried by private or public entities owning and operating utilities similar to the System with a reputable insurance carrier or carriers, in such amounts as the Issuer shall determine to be sufficient and such other insurance against loss or damage by fire, explosion, hurricane, tornado or other hazards and risks, and said property loss or damage insurance shall at all times be in an amount or amounts equal to the fair appraisal value of the buildings, properties, furniture, fixtures and equipment of the System, or such other amount or amounts as the Consulting Engineers or an insurance consultant who has a favorable reputation and experience and is qualified to survey risks and to recommend insurance coverage for Persons engaged in operations similar to the System, shall recommend or approve as sufficient. The Issuer may establish certain levels of insurance for which the Issuer may self- insure. Such levels of insurance shall be in amounts as recommended by an insurance consultant who has a favorable reputation and experience and is qualified to survey risks and to recommend insurance coverage for Persons engaged in operations similar to the System. The proceeds from property loss and casualty insurance shall be deposited in the Renewal and Replacement Fund and, together with other available funds of the Issuer, shall be used to repair or replace the damaged portion of the System; provided, however, if the Issuer makes a determination in accordance with Section 5.07 hereof that such portion of the System is no longer necessary or useful in the operation of the System, such proceeds shall (1) if such proceeds equal or exceed $500,000, (a) be applied to the redemption or purchase of Bonds or (b) be deposited in irrevocable trust for the payment 54 C-29 of Bonds in the manner set forth in Section 9.01, provided the Issuer has received an opinion of Bond Counsel to the effect that such deposit shall not adversely affect the exclusion, if any, from gross income of interest on the Outstanding Bonds for purposes of federal income taxation (other than Taxable Bonds) and will not otherwise affect the status of any Outstanding Bonds issued as Federal Subsidy Bonds or the Issuer's receipt of Federal Subsidy Payments with respect to any Outstanding Federal Subsidy Bonds, or (2) if such proceeds are less than $500,000, be deposited in the Revenue Fund. SECTION 5.09. NO FREE SERVICE. The Issuer will not render or cause to be rendered any free services of any nature by its System, nor will any preferential rates be established for users of the same class; provided, however, the foregoing clause shall not be construed to prevent the Issuer from establishing various classes of users based on any factors deemed necessary or desirable by the Issuer. Different rates may be established for different classes. Whenever the Issuer, including its departments, agencies and instrumentalities, shall avail itself of the product, facilities or services provided by the System, or any part thereof, the same rates, fees or charges applicable to other customers receiving like services under similar circumstances shall be charged to the Issuer and any such department, agency or instrumentality. Such charges shall be paid as they accrue, and the Issuer shall transfer from its general funds to the Revenue Fund sufficient sums to pay such charges. The revenues so received shall be deemed to be Gross Revenues derived from the operation of the System, and shall be deposited and accounted for in the same manner as other Gross Revenues derived from such operation of the System. SECTION 5.10. NO IMPAIRMENT OF RIGHTS; NO COMPETING SYSTEMS. (A) The Issuer will not enter into any contract or contracts, nor take any action, the results of which might impair the rights of the Holders of the Bonds. (B) To the extent permitted by law, the Issuer will not hereafter grant, or cause, consent to or allow the granting of any franchise or permit to any Person for the operation of any competing water or wastewater service facilities or the furnishing of services similar to those provided by the System within the jurisdiction of the Issuer if such operations or services will have a material adverse effect on the Issuer's ability to meet its obligations hereunder. Notwithstanding the foregoing, the Issuer reserves the right to permit the ownership and operation of water or wastewater service facilities or both by itself or by others in any territory which is not in any service area now or hereafter served by the System SECTION 5.11. COMPULSORY CONNECTIONS. In order better to secure the prompt payment of principal and interest on the Bonds, as well as for the purpose of protecting the health and welfare of the inhabitants of the Issuer, and acting under authority of the general laws of Florida, the Issuer, to the extent permitted by law, will require, where service by the System is available, the owner of every lot or parcel of land within the jurisdiction of the Issuer to connect to the facilities of the System. The 55 Issuer may establish reasonable rules and regulations regarding such connections and may provide for reasonable exemptions from such connection policy. SECTION 5.12. ENFORCEMENT OF CHARGES. The Issuer shall compel the prompt payment of rates, fees and charges imposed in connection with the System, and to that end will vigorously enforce all of the provisions of any ordinance or resolution of the Issuer having to do with System connections and charges, and all of the rights and remedies permitted the Issuer under law, including the requirement for the making of a reasonable deposit by each user, the requirement for lawful disconnection of services for all premises delinquent in the payment of any duly invoiced bill, and the securing of injunction against the disposition of sewage or industrial waste into the wastewater facilities of the System by any premises delinquent in the payment of such charges. SECTION 5.13. UNIT BILLS. In every instance in which a building or structure on a lot is connected to the wastewater facilities of the System, which building or structure is also connected to the water facilities of the System and receives water therefrom, the Issuer shall submit to the owner or occupant of such lot a single bill for all water and wastewater service and shall refuse to accept payment for any of the charge relating to a particular service of the System without payment of the charges for all other services of the System. SECTION 5.14. COVENANTS WITH CREDIT BANKS AND INSURERS. The Issuer may make such covenants as it may in its sole discretion determine to be appropriate with any Insurer, Credit Bank or other financial institution that shall agree to insure or to provide for Bonds of any one or more Series credit or liquidity support that shall enhance the security or the value of such Bonds. Such covenants may be set forth in the applicable Supplemental Resolution or in an agreement approved by Supplemental Resolution and shall be binding on the Issuer, the Registrar, the Paying Agent and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution and shall not diminish the security for any of the Bonds Outstanding. SECTION 5.15. COLLECTION OF SPECIAL ASSESSMENTS. To the extent the Gross Revenues include any Special Assessments Proceeds, the Issuer shall proceed diligently to perform legally and effectively all steps required in the imposition and collection of the Special Assessments. The Issuer shall diligently proceed to collect such Special Assessments and shall exercise all legally available remedies now or hereafter available under State law to enforce such collections. SECTION 5.16. RE-ASSESSMENTS. To the extent the Gross Revenues include any Special Assessments Proceeds, if any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Governing Body shall be satisfied that any such Special Assessment is so irregular or 56 C-30 defective that the same cannot be enforced or collected, or if the Governing Body shall have omitted to make such Special Assessment when it might have done so, the Governing Body shall take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefitted by said improvement, and in case such second Special Assessment shall be annulled, said Governing Body shall obtain and make other Special Assessments until a valid Special Assessment shall be made. SECTION 5.17. COLLECTION OF CONNECTION FEES. The Issuer shall proceed diligently to perform legally and effectively all steps required in the collection of the Connection Fees, if and only to the extent such Connection Fees are levied by the Issuer. Upon the due date of any such Connection Fees, the Issuer shall diligently proceed to collect the same and shall exercise all legally available remedies to enforce such collections now or hereafter available under State law. Notwithstanding any provision of this Section 5.17 to the contrary, the Issuer may waive the levy or collection of a Connection Fee provided such waiver is in accordance with applicable law. SECTION 5.18. CONSUL TING ENGINEERS. The Issuer shall employ Consulting Engineers, whose duties shall be to make any certificates and perform any other acts required or permitted of the Consulting Engineers under this Resolution, and also to review the construction and operation of the System, to make an inspection of the System at least once every three years, and to submit to the Issuer a report with recommendations as to the proper maintenance, repair and operation of the System, including recommendations for expansion and additions to the System to meet anticipated service demands, and an estimate of the amount of money necessary for such purposes. The Consulting Engineers shall, from time to time, recommend the amount of the Renewal and Replacement Fund Requirement. Copies of such reports, recommendations and estimates made as hereinabove provided shall be filed with the Issuer for inspection by Bondholders, if such inspection is requested. SECTION 5.19. FEDERAL INCOME TAXATION COVENANTS; TAXABLE BONDS. The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds and Federal Subsidy Bonds) that it shall not use the proceeds of such Series of Bonds in any manner which would cause the interest on such Series of Bonds to be or become included in gross income for purposes of federal income taxation. The Issuer covenants with the Holders of each Series of Bonds ( other than Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of such Series of Bonds ( or amounts deemed to be proceeds under the Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on any Series of Bonds ( other than Taxable Bonds and Federal Subsidy Bonds) to become subject to inclusion within gross income for purposes of federal income taxation. 57 The Issuer hereby covenants with the Holders of each Series of Bonds ( other than Taxable Bonds and Federal Subsidy Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion from gross income of interest on the Bonds for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the interest on which is ( or may be) includable in the gross income of the Holder thereof for federal income taxation purposes, so long as each Bond of such Series states in the body thereof that interest payable thereon is ( or may be) subject to federal income taxation and provided that the issuance thereof will not cause interest on any other Bonds theretofore issued hereunder to be or become subject to federal income taxation. The other covenants set forth in this Section 5.19 shall not apply to any Taxable Bonds. SECTION 5.20. COVENANTS RELATING TO FEDERAL SUBSIDY BONDS. The Issuer covenants with respect to any Bonds issued as Federal Subsidy Bonds that it will: (A) File, on a timely basis, Internal Revenue Service Form 8038-CP or such other form or forms required by the United States Department of Treasury to receive Federal Subsidy Payments in connection with any Bonds issued as Federal Subsidy Bonds. (B) Deposit promptly the Federal Subsidy Payments received from the United States Department of Treasury, if any, to the Interest Account of the Sinking Fund to pay interest on the Federal Subsidy Bonds. (C) Comply with all provisions of the Code, all Treasury Regulations promulgated thereunder, and any applicable notice, ruling or other formal interpretation issued by the United States Department of Treasury or the Internal Revenue Service, in order for the Bonds issued as Federal Subsidy Bonds to be and to remain Federal Subsidy Bonds. (D) Not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the Issuer's receipt of Federal Subsidy Payments or the status of the Bonds issued as Federal Subsidy Bonds, or any portion thereof, as Federal Subsidy Bonds. The Issuer covenants that it will not directly or indirectly use or permit the use of any proceeds of Bonds issued as Federal Subsidy Bonds or any other of its funds or take or omit to take any action that would cause the Bonds issued as Federal Subsidy Bonds to be or become "arbitrage bonds" within the meaning of Section 148(a) or to fail to meet any other applicable requirements of the Code. 58 C-31 ARTICLE VI SUBORDINATED INDEBTEDNESS AND ADDITIONAL BONDS SECTION 6.01. SUBORDINATED INDEBTEDNESS. The Issuer will not issue any other obligations, except under the conditions and in the manner provided herein, payable from the Pledged Funds or the Gross Revenues or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The Issuer may at any time or from time to time issue evidences of indebtedness payable in whole or in part out of Pledged Funds and which may be secured by a pledge of Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by this Resolution and provided further that the issuance of such Subordinated Indebtedness shall be subject to any provisions contained in financing documents securing outstanding Subordinated Indebtedness to the extent such provisions impact on the ability of the Issuer to issue other Subordinated Indebtedness. The Issuer shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued under the provisions of Section 6.02 hereof. The Issuer agrees to pay promptly any Subordinated Indebtedness as the same shall become due. SECTION 6.02. ISSUANCE OF ADDITIONAL BONDS. No Additional Bonds, payable on parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued except upon the conditions and in the manner herein provided. The Issuer may issue one or more Series of Additional Bonds for any one or more of the following purposes: (i) financing or refinancing the Cost of a Project, or the completion thereof, or (ii) refunding any or all Outstanding Bonds, any Subordinated Indebtedness of the Issuer, or any other indebtedness of the Issuer that it may lawfully refund with proceeds of Bonds. No such Additional Bonds shall be issued unless the following conditions are complied with: (A) Except in the case of Additional Bonds issued for the purpose of refunding Outstanding Bonds, the Issuer shall certify that it is current in all deposits into the various funds and accounts established hereby and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution, including all due and payable Policy Costs have been deposited or made, and the Issuer is in compliance with the covenants and agreements of this Resolution. (B) An independent certified public accountant or the Rate Consultant shall certify to the Issuer that the amount of the Net Revenues (excluding Investment Earnings with respect to the Construction Fund) and Connection Fees received by the Issuer during the immediately preceding Fiscal Year or any 12 consecutive months selected by the 59 Issuer of the 24 months immediately preceding the issuance of said Additional Bonds, adjusted as hereinafter provided, were equal to at least 120% of the Maximum Annual Debt Service of the Outstanding Bonds and the Additional Bonds then proposed to be issued, provided the amount of the Net Revenues, adjusted as hereinafter provided, received by the Issuer during such 12-month period, will be equal to (1) at least 100% of the Maximum Annual Debt Service of the Outstanding Bonds and the Additional Bonds then proposed to be issued, and (2) 100% of ( a) any amounts required by the terms hereof to be deposited in the Reserve Account or with any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy to pay any Policy Costs and (b) any amounts required by the terms of Sections 4.07(A) and 4.08(A) hereof to be repaid to the Water Connection Fees Fund and Wastewater Connection Fees Fund, in each case during such 12-month period. (C) For the purpose of determining the Debt Service under this Section 6.02, the interest rate on Additional Bonds that are proposed to be issued as Variable Rate Bonds shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (D) For the purpose of determining the Debt Service under this Section 6.02, the interest rate on Outstanding Variable Rate Bonds (not subject to a Qualified Hedge Agreement) shall be deemed to be (1) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the highest of (a) the actual rate of interest borne by such Variable Rate Bonds on the date of sale, and (b) the average interest rate borne by such Variable Rate Bonds during the 12- month period preceding the date of sale, or (2) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of interest borne by the Variable Rate Bonds on the date of sale, and (b) the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (E) For the purpose of this Section 6.02, the phrase "immediately preceding Fiscal Year or any 12 consecutive months selected by the Issuer of the 24 months immediately preceding the issuance of said Additional Bonds" shall be sometimes referred to as "12 consecutive months" or the "12-month period." (F) The Net Revenues and the Connection Fees calculated pursuant to the foregoing Section 6.02(B) may be adjusted upon the written advice of the Rate Consultant, at the option of the Issuer, as follows: ( 1) If the Issuer, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees or other charges for the product, services or facilities of the System, the Net Revenues and the Connection Fees for the 12 consecutive months shall be adjusted to show the Net Revenues and the Connection Fees which would have been derived from the System in such 12 consecutive months as if such increased rates, fees or 60 C-32 other charges for the product, services or facilities of the System had been in effect during all of such 12 consecutive months. (2) If the Issuer shall have acquired or has contracted to acquire any privately or publicly owned existing utility system that will become part of the System, the cost of which shall be paid from all or part of the proceeds of the issuance of the proposed Additional Bonds, then the Net Revenues derived from the System during the 12 consecutive months shall be increased by adding to the Net Revenues for said 12 consecutive months the Net Revenues which would have been derived from said existing utility system as if such existing utility system had been a part of the System during such 12 consecutive months. For the purposes of this paragraph, the Net Revenues derived from said existing utility system during such 12 consecutive months shall be adjusted to determine such Net Revenues by deducting the cost of operation and maintenance of said existing utility system from the gross revenues of said system. Such Net Revenues shall take into account any increase in rates imposed on customers of such utility system on or prior to the acquisition thereof by the Issuer. (3) If the Issuer, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the Issuer agrees to furnish services in connection with any utility system, then the Net Revenues of the System during the 12 consecutive months shall be increased by the least amount which said public or private entity shall guarantee to pay in any one year for the furnishing of said services by the Issuer, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. ( 4) If the Issuer covenants to levy Special Assessments against property to be benefited by the improvements, the cost of which shall be paid from the proceeds of the proposed Additional Bonds and the City has included the corresponding Special Assessment Proceeds within the definition of Gross Revenues pursuant to Supplemental Resolution, then the Special Assessments Proceeds derived from the System during the 12 consecutive months shall be increased by an amount equal to the least amount which the Rate Consultant estimates will be received in any one year subsequent to completion of such improvements from the levy of said Special Assessments, said amount to be the total received, assuming no prepayments, from the installment payments on the Special Assessments plus the interest paid on the unpaid portion of the Special Assessments. The estimate of the Rate Consultant shall be based upon the preliminary assessment roll filed with the Issuer prior to the construction of such improvements. (5) In the event the Issuer shall be constructing or acqumng additions, extensions or improvements to the System from the proceeds of such Additional Bonds and shall have established fees, rates or charges to be charged and collected from users of such facilities when service is rendered, such Net Revenues and Connection Fees for the 12 consecutive months may be adjusted by adding thereto 100% of the Net Revenues and 61 Connection Fees estimated by the Rate Consultant to be derived during the first 12 months of operation after completion of the construction or acquisition of said additions, extensions and improvements from the customers of the facilities to be :financed by Additional Bonds together with other funds on hand or lawfully obtained for such purpose; provided such customers must represent existing occupied structures that will be added to the System upon completion of the proposed additions, extensions or improvements. (6) If the Issuer shall add new customers subsequent to the commencement of the 12 consecutive months, the Rate Consultant may adjust the Net Revenues and Connection Fees to reflect the Net Revenues and Connection Fees that would have been received by the Issuer if such customers had been in place for the entire 12 consecutive months. (7) The Net Revenues and Connection Fees shall be adjusted for any period the System or any portion thereof was not owned by the Issuer to reflect government ownership of the System or such portion. ( G) Additional Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of this Resolution ( except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to this Resolution. Except as provided in Sections 4.02 and 4.06 hereof, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other. (H) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of Section 6.02(B) shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of the aggregate debt service. The conditions of Section 6.02(B) shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. SECTION 6.03. BOND ANTICIPATION NOTES. The Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by Supplemental Resolution of the Issuer. SECTION 6.04. ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY STATUS WITH BONDS. The Issuer may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if (A) the Issuer shall meet all the requirements imposed upon the issuance of Additional Bonds by Sections 6.02(A) and (B) hereof, assuming for purposes of said requirements, that such 62 C-33 Subordinated Indebtedness shall be Additional Bonds, (B) and the facilities financed or refinanced by such Subordinated Indebtedness shall be, or become part of, the System. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution. [Remainder of page intentionally left blank] 63 ARTICLE VII DEFAULTS AND REMEDIES SECTION 7.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default": (A) Default shall be made in the payment of the principal of, Sinking Fund Installment, redemption premium or interest on any Bond when due. In determining whether a payment default has occurred, no effect shall be given to payment made under a Bond Insurance Policy. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. ( C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 90 days after written notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until default has been corrected. SECTION 7.02. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver shall have the right to declare the Bonds immediately due and payable without the consent of any affected Insurers except to the extent the acceleration of any Variable Rate Bonds secured by a Credit Facility is provided for in a Supplemental 64 C-34 Resolution or other documentation relating to such Credit Facility, the provisions of which are approved by the Insurers. The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 7.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding ( or any Insurer insuring any then Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to the Series of Bonds owned by such Holders or insured by such Insurer, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. SECTION 7.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 7.05. WAIVER OF DEFAULT. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 7.02 to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. 65 SECTION 7.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all Pledged Funds ( except as for amounts in the subaccounts of the Reserve Account or the Prior Reserve Accounts which shall be applied to the payment of the Series of Bonds for which they were established) as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver and Registrar hereunder; B. To the payment of the amounts required for reasonable and necessary Operating Expenses, and for the reasonable renewals, repairs and replacements of the System necessary to prevent loss of Gross Revenues, as certified by the Consulting Engineer; C. To the payment of the interest (including Hedge Payments) and principal or Redemption Price, if applicable, then due on the Bonds, as follows: (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest (including Hedge Payments) then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity ( other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 9.01 of this Resolution), in the order of their due dates, with any accrued and unpaid interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with any accrued and unpaid interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and 66 C-35 THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution plus any accrued and unpaid interest. (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest (including Hedge Payments) then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. D. To the payment of all amounts owed to the Insurers and Credit Banks not covered by A, B or C above and all amounts owed to Counterparties not covered by A, B or C above on a pro rata basis. SECTION 7.07. CONTROL BY INSURER. To the extent an Insurer makes any payment of principal of or interest on Bonds in accordance with its Bond Insurance Policy, such Insurer shall become subrogated to the rights of the recipients of such payments in accordance with the terms of its Bond Insurance Policy. Upon the occurrence and continuance of an Event of Default, an Insurer of a Series of Bonds, if such Insurer shall not be in payment default under its Bond Insurance Policy, shall be deemed to be the sole owner of such Bonds for purposes of (A) directing and controlling the enforcement of all rights and remedies with respect to such Series of Bonds, including any waiver of an Event of Default and removal of any trustee, and (B) exercising any voting right or privilege or giving any consent or direction or taking any other action that the Holders of such Bonds are entitled to take pursuant to this Article VII hereof. No provision expressly recognizing or granting rights in or to an Insurer shall be modified without the consent of such Insurer. An Insurer's rights under this Section 7 .07 shall be suspended during any period in which such Insurer is in default in its payment obligations under its Bond Insurance Policy ( except to the extent of amounts previously paid by such Insurer and due and owing to such Insurer) and shall be of no force or effect if its Bond Insurance Policy is no longer in effect or if the Insurer asserts that its Bond Insurance Policy is not in effect or if the Insurer waives such rights in writing. The rights granted to an Insurer under this Section 7 .07 are granted in consideration of such Insurer issuing its Bond Insurance Policy. The Issuer shall provide each Insurer immediate notice of any Event of Default described in Section 7.0l(A) hereof and notice of any other Event of Default occurring hereunder within 30 days of the occurrence thereof. Each Insurer of any Bonds hereunder shall be considered a third-party beneficiary to the Resolution with respect to such Bonds. 67 ARTICLE VIII SUPPLEMENTAL RESOLUTIONS SECTION 8.01. SUPPLEMENT AL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders or the Insurers or the Credit Banks (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. (D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (E) To specify and determine the matters and things referred to in Section 2.01 hereof, including the issuance of Additional Bonds, and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of such Bonds. (F) To authorize Projects or to change or modify the description of any Project. (G) To specify and determine matters necessary or desirable for the issuance of Variable Rate Bonds, Federal Subsidy Bonds or Capital Appreciation Bonds. (H) To provide for the establishment of a separate subaccount or subaccounts in the Reserve Account which shall independently secure one or more Series of Bonds. (I) To make any other change that, in the opinion of the Issuer, would not materially adversely affect the interests of the Holders of the Bonds. In making such determination, the Issuer shall not take into consideration any Bond Insurance Policy. SECTION 8.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND INSURER'S CONSENT. Subject to the terms and provisions 68 C-36 contained in this Section 8.02 and Sections 8.01 and 8.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 8.02. Any Supplemental Resolution which is adopted in accordance with the provisions of this Section 8.02 shall also require the written consent of the Insurer of any Bonds which are Outstanding at the time such Supplemental Resolution shall take effect if such Insurer is not in payment default under its Bond Insurance Policy. No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Pledged Funds other than the lien and pledge created by this Resolution or except as otherwise permitted or provided hereby which materially adversely affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds ( except as to the establishment of separate subaccounts in the Reserve Account provided in Section 4.06(B)(4) hereof), or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders or the Insurers or the Credit Banks of the adoption of any Supplemental Resolution as authorized in Section 8.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 8.02, the City Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the City Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 8.02 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 8.02. Whenever the Issuer shall deliver to the City Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate 69 principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Notwithstanding the foregoing, the initial purchasers of Additional Bonds shall be deemed to have consented in writing to any amendments to the Resolution that are to become effective on or after the issuance of such Additional Bonds in accordance with this Section 8.02 if the proposed amendments are reasonably disclosed in the offering documentation prepared and distributed in connection with the issuance of such Additional Bonds and the related Supplemental Resolution provides that such initial purchasers have so consented through their purchase. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 8.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. SECTION 8.03. AMENDMENT WITH CONSENT OF INSURER ONLY. For purposes of amending this Resolution pursuant to Section 8.02 hereof, an Insurer of Bonds shall be considered the Holder of such Bonds which it has insured. The consent of the Holders of such Bonds shall not be required if the Insurer of such Bonds shall consent to the amendment as provided by this Section 8.03 and such Insurer is not in default with respect to its obligations under its Bond Insurance Policy. Prior to adoption of any amendment made pursuant to this Section 8.03, notice of such amendment shall be delivered to the rating agencies rating the Bonds. Upon filing with the City Clerk of evidence of such consent the Insurer or Insurers as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same manner as notices of an amendment under Section 8.02 hereof. Notwithstanding the foregoing, the consent of all 70 C-37 affected Bondholders shall still be required with respect to any amendment set forth in clauses (A), (B), (C), (D) or (E) in the first paragraph of Section 8.02 hereof. [Remainder of page intentionally left blank] 71 ARTICLE IX DEFEASANCE SECTION 9.01. DEFEASANCE. If (A) the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Series of Bonds the principal and interest or Redemption Price, plus accrued interest, due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, and (B) the Issuer shall pay all Policy Costs owing to any provider of a Reserve Account Letter of Credit or Reserve Account Insurance Policy and all amounts owing to the Insurers, then all covenants, agreements and other obligations of the Issuer to the holders of such Series of Bonds, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for payment or redemption of any Series of Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto shall be deemed to have been paid within the meaning of this Section 9.01 if (i) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (ii) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant or nationally recognized company that provides verification services for municipal bonds to be in such amount that the principal of and the interest on or redemption price which when due will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of and interest due and to become due on said Bonds on and prior to the maturity date thereof. Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or redemption price, if applicable, or interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or redemption price of the Bonds for the payment of which they were deposited and the interest accruing thereon to the date of maturity; provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to pay the principal of and interest on or redemption price of the refunded Bonds. For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or the redemption date thereof, as the case may be, 72 C-38 by the deposit of moneys, or specified Refunding Securities and moneys, if any, in accordance with this Section 9.01, the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than the Maximum Interest Rate for any period, the total amount of moneys and specified Refunding Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to satisfy this Section 9.01, such excess shall be paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or otherwise existing under this Resolution. If Bonds are not to be redeemed or paid within 60 days after any such defeasance described in this Section 9.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 9.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 9.01 and stating such maturity date upon which moneys are to be available for the payment of the principal of and interest on or redemption price of said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 9.01. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. Notwithstanding anything herein to the contrary, in the event that the principal of or interest due on the Bonds shall be paid by an Insurer or Insurers, such Bonds shall remain Outstanding, shall not be def eased or otherwise satisfied and shall not be considered paid by the Issuer, and the pledge of the Pledged Funds and all covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers shall be subrogated to the rights of such Bondholders. [Remainder of page intentionally left blank] 73 ARTICLEX MISCELLANEOUS SECTION 10.01. CAPITAL APPRECIATION BONDS. For the purposes of (A) receiving payment of the Redemption Price if a Capital Appreciation Bond is redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond if the principal of all Bonds becomes due and payable under the provisions of this Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. SECTION 10.02. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law, all as provided in a Supplemental Resolution. SECTION 10.03. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 10.04. VALIDATION AUTHORIZED. To the extent deemed necessary by Bond Counsel or desirable by the City Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of a Series of Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION 10.05. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. 74 C-39 SECTION 3. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all of the terms and provisions thereof are and shall remain in full force and effect. The amendment and restatement of the Resolution as provided herein shall not become effective until the consent of not less than two-thirds (2/3) in aggregate principal amount and Accreted Value of the Bonds then Outstanding has been obtained together with all required consents of municipal bond insurers and credit facility providers. SECTION 4. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 5. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 6. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. [Remainder of page intentionally left blank] 75 RESOLUTION NO. 2024 ‐ 822 A RESOLUTION OF THE CITY OF TAMPA, FLORIDA SUPPLEMENTING RESOLUTION NO. 2011‐609 ADOPTED BY THE CITY COUNCIL ON AUGUST 18, 2011, WHICH AUTHORIZED, AMONG OTHER THINGS, THE ISSUANCE OF WATER AND WASTEWATER SYSTEMS REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS TO THE CITY'S WATER AND WASTEWATER UTILITY SYSTEMS; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $290,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF TAMPA, FLORIDA WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 IN ORDER TO FINANCE SUCH CAPITAL IMPROVEMENTS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AUTHORIZING A NEGOTIATED SALE OF SAID BONDS; DELEGATING CERTAIN AUTHORITY TO THE MAYOR FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT THERETO, AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT; ESTABLISHING A BOOK‐ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; APPROVING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT AND THE APPOINTMENT OF A DISSEMINATION AGENT THERETO; AND PROVIDING AN EFFECTIVE DATE. RECITALS WHEREAS, on August 18, 2011, the City Council (the "Council") of the City of Tampa, Florida (the "Issuer") adopted Resolution No. 2011‐609, amending and restating in its entirety Resolution No. 88‐1435 which had amended, supplemented and restated in its entirety Resolution No. 88‐1230 (as such Resolution No. 2011‐609 has been supplemented from time to time including, without limitation, as supplemented by this resolution, hereafter referred to as the "Resolution"). WHEREAS, pursuant to the Resolution the Issuer has heretofore issued its Water and Sewer Systems Refunding Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), Water and Wastewater Systems Revenue Bond, Series 2016 (the "Series 2016 Bond"), Water and Wastewater Systems Revenue Bonds, Series 2020A (the "Series 2020A Bonds"), Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B (the "Series 2020B Bonds"), Water and Wastewater Systems Revenue Bonds, Series 2022A (Green Bonds) (the "Series 2022A Bonds") and Water and Wastewater Systems Revenue Bonds, Series 2022B (the "Series 2022B Bonds"), all of which are currently outstanding. 2 WHEREAS, the Issuer hereby determines that certain capital improvements to the System (as defined in the Resolution) should be acquired, constructed and equipped in order to improve the health, safety and welfare of the Issuer's inhabitants, such capital improvements being generally described in Exhibit A hereto and more particularly described in the records, plans and specifications on file with the Issuer, as the same may be amended or supplemented from time to time (the "Series 2024 Project"). WHEREAS, the Resolution provides for the issuance of Additional Bonds (as defined in the Resolution), payable on parity with the Series 2015 Bonds, the Series 2016 Bond, the Series 2020A Bonds, the Series 2020B Bonds, the Series 2022A Bonds and the Series 2022B Bonds (collectively the "Parity Bonds") in the manner and to the extent provided in the Resolution, for the principal purposes of financing and/or reimbursing costs of the Series 2024 Project. WHEREAS, the Issuer deems it to be in its best interest to issue its City of Tampa, Florida Water and Wastewater Systems Revenue Bonds, Series 2024 (the "Series 2024 Bonds") for the principal purpose of financing and/or reimbursing costs of the Series 2024 Project on parity with the Parity Bonds, in the manner and to the extent provided herein and in the Resolution. WHEREAS, due to the potential volatility of the market for tax‐exempt municipal obligations such as the Series 2024 Bonds and the complexity of the transactions relating to such Series 2024 Bonds, it is in the best interest of the Issuer to sell the Series 2024 Bonds by a negotiated sale, allowing the Issuer to enter the market at the most advantageous time for such Series 2024 Bonds, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible prices and interest rates for the Series 2024 Bonds. WHEREAS, the Issuer anticipates receiving a favorable offer to purchase the Series 2024 Bonds from BofA Securities, Inc., Jefferies LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Samuel A. Ramirez & Co., Inc. and Siebert Williams Shank & Co., LLC (collectively, and as such members may be modified pursuant to Section 4 hereof, the "Underwriters"), pursuant to the hereinafter defined Purchase Contract, all within the parameters set forth herein. WHEREAS, inasmuch as the Issuer desires to sell the Series 2024 Bonds at the most advantageous time to obtain favorable financing terms and not wait for a scheduled meeting of the Council, so long as the herein described parameters are met, the Issuer hereby determines to delegate the award and sale of the Series 2024 Bonds and certain other responsibilities to the Mayor (as defined in the Resolution) in accordance with the parameters herein provided. WHEREAS, the Resolution provides that Additional Bonds shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution (as defined in the Resolution) adopted by the Issuer; and it is now appropriate that the Issuer determine with respect to the Series 2024 Bonds certain of such provisions, terms and details and establish parameters and the mechanisms for determining the remaining provisions, terms and details. C-41 3 WHEREAS, the Issuer hereby certifies that it is current in all deposits into the various funds and accounts established by the Resolution and all payments theretofore required to have been deposited or made by the Issuer under the provisions of the Resolution have been deposited or made and the Issuer has complied with the covenants and agreements of the Resolution and is not currently in default under the Resolution. WHEREAS, the Series 2024 Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds (as defined in the Resolution), in the manner and to the extent provided in the Resolution. No holder of a Series 2024 Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Series 2024 Bond or be entitled to payment of such Series 2024 Bond from any moneys of the Issuer except from the Pledged Funds in the manner and to the extent provided in the Resolution. The Series 2024 Bonds and the obligations evidenced thereby shall not constitute a lien upon the System (as defined in the Resolution) or any other property of the Issuer, but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds. WHEREAS, the covenants, pledges and conditions in the Resolution shall be applicable to the Series 2024 Bonds herein authorized and said Series 2024 Bonds shall be on a parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Parity Bonds, in the manner and to the extent provided herein and in the Resolution and shall constitute "Bonds" within the meaning of the Resolution. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA that: SECTION 1. DEFINITIONS. When used in this Supplemental Resolution, terms defined in the Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Florida Statutes, the Charter of the Issuer, the Constitution of the State of Florida and all other applicable laws. SECTION 3. AUTHORIZATION OF THE SERIES 2024 PROJECT; REIMBURSEMENT. (A) The Issuer hereby authorizes the financing and/or reimbursing of the Costs of the acquisition, construction and equipping of the Series 2024 Project. (B) The Issuer may reimburse itself from proceeds of the Series 2024 Bonds for any funds the Issuer has expended or expends for the Series 2024 Project to the extent Bond Counsel to the Issuer approves the reimbursement. Such expenditures have been made and/or are expected to be made from the Issuer's water and sewer utility enterprise fund. The expenditures to be reimbursed shall be consistent with the Issuer's budgetary and financial policy as being the type of expenditures which shall be paid on a long‐term basis. It is the 4 intent that each of this Resolution and the Ordinance meet the requirements of Treasury Regulations Section 1.150‐2 and to be declarations of official intent under such Section. SECTION 4. DESCRIPTION OF THE SERIES 2024 BONDS. The Issuer hereby authorizes the issuance of a series of Bonds in the aggregate principal amount not to exceed $290,000,000 to be known as the "City of Tampa, Florida Water and Wastewater Systems Revenue Bonds, Series 2024" (or such other designation or title as the Mayor may determine), for the principal purpose of financing and/or reimbursing Costs of the acquisition, construction and equipping of the Series 2024 Project. The aggregate principal amount of the Series 2024 Bonds to be issued pursuant to the Resolution shall be determined by the Mayor, upon the advice of the Issuer's Financial Advisor, Ford & Associates, Inc. (the "Financial Advisor"), provided such aggregate principal amount does not exceed $290,000,000. The Series 2024 Bonds shall be dated their date of delivery (or such other date as shall be determined by the Mayor), shall be issued in the form of fully registered Bonds in denominations of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from their dated date, payable semi‐annually, on April 1 and October 1 of each year (the "Interest Dates"), commencing on April 1, 2025 (or such other date as shall be determined by the Mayor). The Series 2024 Bonds shall bear interest computed on the basis of a 360‐day year consisting of twelve 30‐day months. The Series 2024 Bonds shall bear interest at such rates and yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the Mayor, upon the advice of the Financial Advisor, subject to the conditions set forth in Section 5 hereof. All of the terms of the Series 2024 Bonds will be included in a Bond Purchase Agreement between the City and the Underwriters which shall be in substantially the form attached hereto and made a part hereof as Exhibit B (the "Purchase Contract"). The Mayor is hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the official seal of the Issuer to, the Purchase Contract in substantially the form attached hereto as Exhibit B with such modifications as the Mayor deems appropriate upon satisfaction of the conditions described in Section 5 hereof, the Mayor's execution thereof being evidence of her approval of the Purchase Contract. Prior to the execution and delivery of the Purchase Contract, the Mayor may determine in her discretion to modify the members that make up the Underwriters provided all members have been previously approved to be members of underwriting teams for the Issuer. Interest on the Series 2024 Bonds shall be payable by check or draft of U.S. Bank Trust Company, National Association, Orlando, Florida, as Paying Agent, made payable to and mailed to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Except as otherwise provided in Section 7 hereof, the principal of and premium, if applicable, on the Series 2024 Bonds is payable upon presentation and C-42 5 surrender of the Series 2024 Bonds at the designated corporate trust office of the Paying Agent. All payments of principal, premium, if applicable, and interest on the Series 2024 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 5. CONDITIONS TO EXECUTION OF PURCHASE CONTRACT. The Purchase Contract shall not be executed by the Mayor until such time as all of the following conditions have been satisfied: (A) Receipt by the Mayor of a written offer to purchase the Series 2024 Bonds by the Underwriters substantially in the form of the Purchase Contract attached hereto as Exhibit B, said offer to provide for, among other things, (i) the purchase of not exceeding $290,000,000 aggregate principal amount of Series 2024 Bonds, (ii) an underwriting discount (including management fee and expenses) with respect to the Series 2024 Bonds not in excess of 0.50% of the par amount of the Series 2024 Bonds, (iii) a true interest cost for the Series 2024 Bonds of not exceeding 5.50%, and (iv) the maturities of the Series 2024 Bonds, with the final maturity being not later October 1, 2059. (B) With respect to optional redemption terms for the Series 2024 Bonds, if any, the first call date may be no later than October 1, 2035 and there may be no call premium. (C) Receipt by the Mayor of a disclosure statement and a truth‐in‐bonding statement of the Underwriters dated the date of the Purchase Contract and complying with Section 218.385, Florida Statutes. (D) Receipt by the Issuer from the Underwriters of a good faith deposit in an amount equal to 1.00% of the preliminary par amount of the Series 2024 Bonds set forth on the cover page of the Preliminary Official Statement (as described in Section 11 hereof). Upon satisfaction of all the requirements set forth in this Section 5, the Mayor is authorized to execute and deliver the Purchase Contract containing terms complying with the provisions of this Section 5 and the Series 2024 Bonds shall be sold to the Underwriters pursuant to the provisions of such Purchase Contract. The Mayor may rely upon the advice of the Financial Advisor regarding satisfaction of the conditions set forth in this Section 5. The execution and delivery of the Purchase Contract to the Underwriters shall be deemed to be conclusive evidence of the satisfaction of the conditions of this Section 5 and any changes, amendments, modifications, omissions or additions to the Purchase Contract. SECTION 6. REDEMPTION PROVISIONS. The Series 2024 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the Mayor, in her discretion and upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2024 Bonds, if any, the parameters set forth in Section 5(B) must be satisfied. The Mayor may determine, upon the advice of the Financial Advisor, that none of the Series 2024 Bonds shall be subject to optional redemption. Term 6 Bonds may be established with such Sinking Fund Installments as the Mayor deems appropriate and upon the advice of the Financial Advisor. The redemption provisions for the Series 2024 Bonds, if any, shall be set forth in the Purchase Contract. SECTION 7. BOOK‐ENTRY. Notwithstanding the provisions set forth in Section 2.06 of the Resolution, the Series 2024 Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity of the Series 2024 Bonds. Upon initial issuance, the ownership of the Series 2024 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the Series 2024 Bonds shall be registered in the name of Cede & Co., all payments on the Series 2024 Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2024 Bonds. With respect to Series 2024 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book‐entry program (a "Participant"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series 2024 Bonds, (B) the delivery to any Participant or any other person other than a Series 2024 Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 2024 Bonds, or (C) the payment to any Participant or any other person, other than a Series 2024 Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal or interest of the Series 2024 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Series 2024 Bond for the purpose of payment of principal or interest with respect to such Series 2024 Bond, for the purpose of giving notices and other matters with respect to such Series 2024 Bond, for the purpose of registering transfers with respect to such Series 2024 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal or interest of the Series 2024 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and in the Resolution and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal or interest of the Series 2024 Bonds to the extent of the sum or sums so paid. No person other than a Series 2024 Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Series 2024 Bond evidencing the obligation of the Issuer to make payments of principal or interest pursuant to the provisions of the Resolution and hereof. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.06 of the Resolution with respect to transfers during certain periods next preceding an Interest Date or the date a Series 2024 Bond has been selected for redemption, the words "Cede & Co." in the Resolution C-43 7 and herein shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2024 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of such Series or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer, in its sole discretion, that such book‐entry only system should be discontinued by the Issuer, such Series 2024 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but shall be registered in whatever name or names Holders shall designate, in accordance with the provisions of the Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the Series 2024 Bonds consistent with the terms of the Resolution, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book‐entry only system is discontinued, the provisions set forth in the existing Blanket Issuer Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal and interest on the Series 2024 Bonds. SECTION 8. FORM OF SERIES 2024 BONDS. The text of the Series 2024 Bonds, together with the Registrar's Certificate of Authentication, shall be substantially in the form set forth in Section 2.07 of the Resolution, with such omissions, insertions and variations as may be necessary or desirable and authorized or permitted by the Resolution, or as may be necessary to comply with applicable laws, rules and regulations of the United States, the State of Florida and the Issuer in effect upon the issuance thereof. SECTION 9. APPLICATION OF SERIES 2024 BOND PROCEEDS. Subject in all respects to the satisfaction of the conditions set forth in Section 5 hereof, the proceeds derived from the sale of the Series 2024 Bonds shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) A sufficient amount of the proceeds of the Series 2024 Bonds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2024 Bonds. (B) All remaining proceeds of the Series 2024 Bonds shall be deposited to a separate account within the Construction Fund which is hereby established as the "Series 2024 Bonds Account" and such proceeds shall be used to pay and/or reimburse Costs of the Series 2024 Project, in accordance with Section 4.04 of the Resolution. Any remaining proceeds of the Series 2024 Bonds shall be applied to pay scheduled interest on the Series 2024 Bonds. SECTION 10. NO RESERVE ACCOUNT. In accordance with Section 4.06(B)(4) of the Resolution, the Reserve Account Requirement for the Series 2024 Bonds shall be $0.00 and, 8 accordingly, the Series 2024 Bonds shall not be secured in any manner by the Reserve Account or any subaccounts therein. SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit C (the "Preliminary Official Statement") in connection with offering the Series 2024 Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement it is necessary to make any insertions, modifications or changes in the Preliminary Official Statement, the Mayor and the Chief Financial Officer of the City (the "Chief Financial Officer") are hereby authorized to approve such insertions, changes and modifications. The Mayor and the Chief Financial Officer are hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2‐12 promulgated under the Securities Exchange Act of 1934 (the "Rule") in the form as mailed. Execution of a certificate by the Mayor or the Chief Financial Officer deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. SECTION 12. OFFICIAL STATEMENT. Subject in all respects to the satisfaction of the conditions set forth in Section 5 hereof, the Mayor and the Chief Financial Officer are hereby authorized and directed to execute and deliver a final Official Statement (the "Official Statement"), dated the date of the execution of the Purchase Contract, which shall be in substantially the form of the Preliminary Official Statement and shall incorporate the pricing terms and provisions relating to the Series 2024 Bonds, in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Mayor and the Chief Financial Officer. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Mayor and the Chief Financial Officer, and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2024 Bonds to the public. Execution by the Mayor and the Chief Financial Officer of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 13. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in Section 5 hereof, U.S. Bank Trust Company, National Association is hereby designated Registrar and Paying Agent for the Series 2024 Bonds. The Mayor is hereby authorized to execute and deliver, and the City Clerk is hereby authorized to attest and affix the official seal of the Issuer to, a Paying Agent and Registrar Agreement, in substantially the form attached hereto as Exhibit D, with such changes, amendments, modifications, omissions and additions, as may be approved by the Mayor. Execution by the Mayor of the Paying Agent and Registrar Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 14. SECONDARY MARKET DISCLOSURE. Subject in all respects to the satisfaction of the conditions set forth in Section 5 hereof, the Issuer hereby covenants and C-44 9 agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of the Rule, it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement to be executed by the Issuer and dated the dated date of the Series 2024 Bonds, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Agreement shall be substantially in the form of Exhibit E hereto with such changes, amendments, modifications, omissions and additions as shall be approved by the Mayor who is hereby authorized to execute and deliver such Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Agreement shall not be considered an event of default under the Resolution; provided, however, to the extent permitted by law, the sole and exclusive remedy of any Series 2024 Bondholder for the enforcement of the provisions of the Continuing Disclosure Agreement shall be an action for mandamus or specific performance, as applicable, by court order, to cause the Issuer to comply with its obligations under this Section 14 and such Continuing Disclosure Agreement. For purposes of this Section 14, "Series 2024 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2024 Bonds (including persons holding such Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any such Bond for federal income tax purposes. Digital Assurance Certification, LLC is hereby appointed as the initial Dissemination Agent under the Continuing Disclosure Agreement. SECTION 15. GENERAL AUTHORITY. The Mayor, the City Attorney, the Chief Financial Officer, the City Clerk and the other officers, attorneys and other employees, agents or professionals of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution, the Official Statement, the Continuing Disclosure Agreement, the Paying Agent Agreement or the Purchase Contract or desirable or consistent with the requirements hereof or of the Resolution, the Official Statement, the Continuing Disclosure Agreement, the Paying Agent Agreement or the Purchase Contract for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2024 Bonds, the Resolution, the Official Statement, the Continuing Disclosure Agreement, the Paying Agent Agreement and the Purchase Contract and each member, employee, attorney and officer of the Issuer is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. SECTION 16. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2024 Bonds. 10 SECTION 17. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SECTION 18. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Tampa, Florida, on September 5, 2024. (SEAL) ________________________________ By: Chairman, City Council ATTEST: __________________________________ City Clerk/Deputy City Clerk APPROVED by me on this ____ day of September ________________________________ Jane Castor, Mayor APPROVED AS TO FORM BY: E/S Justin Vaske Senior Assistant City Attorney C-45 A‐1 EXHIBIT A GENERAL DESCRIPTION OF SERIES 2024 PROJECT The Series 2024 Project includes various water and wastewater capital improvements contained within the Issuer's current five‐year capital improvement program, including but not limited to the following, as more particularly described in the plans and specifications on file with the Issuer: Water Capital Improvements Citywide Meter/Hydrant/Valve Installation and Replacement Citywide Water Main Replacements Comprehensive Infrastructure for Tampa's Neighborhoods D. L. Tippin Actiflo Expansion D. L. Tippin Chemical System Improvements D. L. Tippin Facility – Filter Improvements D. L. Tippin Facility Expansion – Suspended Ion Exchange (SIX) D. L. Tippin High Service Pump Station D. L. Tippin Ozone Improvements D. L. Tippin Raw Water Pump and Intake Improvements D. L. Tippin Sludge Dewatering Facility D. L. Tippin Sitewide Electrical Improvements D. L. Tippin Water Plant Treatment Improvements Deep Well Injection Distribution Master Plan Hillsborough River Dam Hydroelectric and Energy Recovery Improvements Lead and Copper Rule Compliance Miscellaneous Pipeline Replacement North B St/Himes and Ave CIAC Phase 5 North Embankment Stabilization Northeast Elevated Storage Tank Satellite Leak Detection SCADA Master Plan Implementation Southeast Seminole Heights Flooding Relief South Tampa Pressure Zone Resiliency Improvements Sulphur Springs Flow Augmentation Enterprise Work Order and Asset Management System Wastewater Capital Improvements 109th Avenue Pumping Station Rehabilitation A‐2 18th Street Pumping Station Rehabilitation 43rd Street Pumping Station Rehabilitation Adalee Pumping Station Rehabilitation Annual Wastewater Cured‐in‐place Pipeline Rehabilitation Contract Ballast Point Pumping Station Rehabilitation Bayshore Pumping Station Pump Addition Citywide Wastewater Collection Systems Repair Collection System Rehabilitation Contract Comprehensive Infrastructure for Tampa’s Neighbourhoods Dayflower Pumping Station Rehabilitation Dazzo Pumping Station Rehabilitation Deluil Pumping Station Rehabilitation Dexter Pumping Station Rehabilitation Downtown Interchange Wastewater Collection System Rehabilitation by CIPP Lining East Tampa Pumping Station Rehabilitation Engineering Consulting Services Executive Park Gravity Sewer Replacement Fleet Decentralization ‐ Port Tampa Force Main Discharge Rehabilitation Gandy Gardens Pumping Station Rehabilitation Golfview Gravity Sewer Rehabilitation by CIPP lining Gunlock Pumping Station Generator Addition and Electrical Upgrades Harbour Island Force Main Replacement H. F. Curren AWTP HVAC Replacement, Design‐Build H. F. Curren AWTP Master Plan H. F. Curren Chemical Unloading Train Rail H. F. Curren Denitrification Filter Building Upgrades H. F. Curren Filter Building No. 1 MCC 58A Replacement H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements H. F. Curren Final Sedimentation Tanks 1‐6 Process Air Piping Replacement H. F. Curren Miscellaneous Treatment Plant Improvements H. F. Curren Mixed Sludge Pumping Station MCC replacements H. F. Curren New Filter Building PLC Replacement H. F. Curren Sludge Dewatering Facility Rehabilitation Design Services H. F. Curren Standby Power System Improvements H. F. Curren Miscellaneous Concrete Repair H.F. Curren North Parking Lot Expansion Harbour Island Force Main Replacement Idlewild Pumping Station Collection System Gravity Rehabilitation by CIPP Lining Kirby Street Force Main and Gomez Pumping Station Force Main Improvements Krause Pumping Station Standby Generator Large Gravity Sewer Cleaning Lemon Street – Gray Street Trunk Sewer Rehabilitation Manhole Rehabilitation Miscellaneous Pumping Station Repairs C-46 A‐3 Miscellaneous Wastewater System Replacement/Relocation Mulberry Pumping Station Rehabilitation Nebraska Avenue Gravity Sewer Rehabilitation by CIPP Lining – Busch Boulevard to Fowler Avenue Neighbourhood Collection System Rehabilitation Ola Avenue between MLK Boulevard and 7th Avenue Collections System Rehabilitation by CIPP Lining Parke East and Idlewild Pumping Stations Rehabilitation Prescott Pumping Station Rehabilitation Pumping Stations Rehabilitation Design Build Ridgewood Collection System CIPP Lining Sulphur Springs Pumping Station Design Build Tuberculated Gravity Pipeline Rehabilitation, University Pumping Station Rehabilitation Virginia Pumping Station Rehabilitation Wastewater Manhole Rehabilitation West Riverside Heights Gravity Sewer Rehabilitation by CIPP Lining Westshore Boulevard Gravity Sewer Rehabilitation by CIPP Lining ‐ Gandy Boulevard to Cleveland Street Ybor Pumping Station Automatic Bar Screen The Series 2024 Project may be modified from time to time by the Issuer. Notwithstanding the provisions of this Exhibit A, the Issuer shall not apply any proceeds of the Series 2024 Bonds for the payment of costs of the Purify Usable Resources for the Environment (PURE) Project, the Tampa Augmentation Project (TAP) or the D.L. Tippin Water Treatment Facility Water Department Building (Water Center). EXHIBITS B THROUGH E INTENTIONALLY OMITTED C-47 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX D CONSULTING ENGINEERS REPORT [THIS PAGE INTENTIONALLY LEFT BLANK] Water and Wastewater Systems Revenue Bonds Series 2024 Consulting Engineer’s Report FINAL / September 2024 D-1 Water and Wastewater Systems Revenue Bonds Series 2024 Consulting Engineer’s Report FINAL / September 2024 This item has been digitally signed and sealed by Erica Stone on the date adjacent to the seal. Printed copies of this document are not considered signed and sealed and the signature must be verified on any electronic copies. Carollo Engineers, Inc. 200 E Robinson Street, Suite 1400 Orlando, Florida 32801 407.478.4642 407.377.4343 D-2 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT i pw://Carollo/Client/FL/Tampa/12285A00/Deliverables/RPT03 FY24/2024 Consulting Engineers Report Contents SECTION 1 INTRODUCTION 1 1.1 Background of the Water and Wastewater Departments 1 SECTION 2 INTERLOCAL AGREEMENTS 3 2.1 Tampa Bay Water 3 2.2 Hillsborough County 4 2.3 City of Temple Terrace 5 SECTION 3 WATER SYSTEM 6 3.1 Management and Staffing 6 3.2 Water Supply 7 3.3 Water Treatment Facility 7 3.4 Pumping and Storage 8 3.5 Transmission and Distribution 10 3.6 Historical and Projected Demands 10 3.7 Capital Improvement Program 11 3.8 Regulations and Permitting 12 SECTION 4 WASTEWATER SYSTEM 14 4.1 Management and Staffing 14 4.2 Wastewater Treatment Plant 15 4.3 Effluent and Residuals Management 16 4.4 Wastewater Collection 17 4.5 Historical and Projected Flows 18 4.6 Capital Improvement Program 19 4.7 Regulations and Permitting 20 SECTION 5 FINDINGS AND CONCLUSIONS 21 Appendices APPENDIX A WATER SYSTEM CAPITAL IMPROVEMENT BUDGET DETAIL FOR FISCAL YEARS 2024-2029, AS PROVIDED BY RAFTELIS APPENDIX B WASTEWATER SYSTEM CAPITAL IMPROVEMENT BUDGET DETAIL FOR FISCAL YEARS 2024-2029, AS PROVIDED BY RAFTELIS D-3 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT ii Tables Table 1 City Inventory of Active Water Mains 10 Table 2 Historical Average Water Accounts and Daily Demand 11 Table 3 Projected Average and Maximum Daily Demands 11 Table 4 Water System Capital Improvement Program 12 Table 5 Water System Capital Improvement Program Funding Sources 12 Table 6 City Inventory of Active Wastewater Mains 17 Table 7 Historical Average Wastewater Accounts and Daily Flow 18 Table 8 Projected Average and 3-Month Maximum Daily Flows 18 Table 9 Wastewater System Capital Improvement Program 19 Table 10 Wastewater System Capital Improvement Program Funding Sources 19 Figures Figure 1 City of Tampa Water and Wastewater Service Areas 2 Figure 2 Schematic of Water System 9 D-4 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT iii Abbreviations 2024 Bonds City of Tampa, Florida Water and Wastewater Systems Revenue Bonds, Series 2024 AADF annual average daily flow ASR aquifer storage and recovery AWT advanced wastewater treatment BOD biochemical oxygen demand Carollo Carollo Engineers, Inc. CBOD carbonaceous biochemical oxygen demand CIP capital improvement program City City of Tampa DLTWTF David L. Tippin Water Treatment Facility FAC Florida Administrative Code FDEP Florida Department of Environmental Protection FY fiscal year HFCAWTP Howard F. Curren Advanced Wastewater Treatment Plant HPO high purity oxygen MG million gallons mg/L milligram per liter mgd million gallons per day NPDES National Pollutant Discharge Elimination System P.E. Professional Engineer PIPES Progressive Infrastructure Planning to Ensure Sustainability PVC polyvinyl chloride RPS re-pump station SCADA supervisory control and data acquisition SWFWMD Southwest Florida Water Management District System water, wastewater, and reclaimed water facilities TBW Tampa Bay Water TMDL total maximum daily load TN total nitrogen TOC total organic carbon TSS total suspended solids USEPA United States Environmental Protection Agency WAS waste activated sludge WUP water use permit D-5 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 1 SECTION 1 INTRODUCTION The information in this report is provided for the City of Tampa, Florida (City) to include in the Official Statement associated with issuance of the City of Tampa, Florida Water and Wastewater Systems Revenue Bonds, Series 2024 (2024 Bonds). The City is issuing the 2024 Bonds to finance certain additions, extensions, and improvements to its water and wastewater facilities (System); finance or reimburse the costs of certain capital improvements to the System; and pay certain costs of issuance of the 2024 Bonds. The City authorized Carollo Engineers, Inc. (Carollo) to prepare this Consulting Engineer’s Report to support the 2024 Bonds issuance. This report contains the following items concerning the portion of the system that includes water treatment, storage, and distribution and wastewater collection and treatment:  Description of the System including facility and transmission operations, water demands and wastewater flows, and ongoing projects.  Information about the current condition and the nature of operations of the System.  Status of permits for the System and other relevant regulations.  Summary of the City’s water and wastewater capital improvement program (CIP). The focus period for this report is fiscal year (FY) 2023, the City’s most recently completed FY, which encompasses the 12-month period October 1, 2022, through September 30, 2023. Historical data included are for the past seven FYs (2017 through 2023), depending on information availability unless noted otherwise. All other information is current at the time the report was written to the best of Carollo’s knowledge. In preparing this report, Carollo primarily relied on the City to provide information that is not possible to independently verify. Carollo believes that this information is valid for the purposes of this report. 1.1 Background of the Water and Wastewater Departments The City’s Water and Wastewater departments are administered and supervised by the City's Deputy Administrator of Infrastructure. The City provides potable water service and the distribution of reclaimed water to customers through the Water Department. Also, the City provides wastewater service and treats the reclaimed water, which is distributed by the Water Department, through the Wastewater Department. Both the Water Department and Wastewater Department service areas, shown in Figure 1, are bordered by Pasco County to the north; unincorporated Hillsborough County to the east and west; and Tampa Bay, Old Tampa Bay, and Hillsborough Bay to the south. Reclaimed water for land application service is available to approximately 5,594 customers in an area called the South Tampa Area Reclaimed and includes approximately 7.2 square miles of South Tampa and the Tampa International Airport. D-6 Howard F.Curren AWTP David L.Tippin WTP Last Revised: December 27, 2023 pw:\\IO-PW-INT.Carollo.local:Carollo\Documents\Client\FL\Tampa\12285A00\GIS\MXD\Tampa12285A00_2023.zipO 0 63 Miles WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO Figure 1 City of Tampa Water and Wastewater Service AreasCITY OF TAMPACONSULTING ENGINEER'S REPORT Legend Treatment_Facilities Tampa Water Service Area Tampa Wastewater Service Area Temple Terrace Wastewater Service Area City of Tampa Boundary Data Sources: Modified from HPCA (2022), and City of TampaGeoHub (2023). Basemap from World Topographic Map: Universityof South Florida, City of Tampa, FDEP, Esri, HERE, Garmin,SafeGraph, FAO, METI/NASA, USGS, EPA, NPSWorld Hillshade: Esri, CGIAR, USGS Disclaimer: Features shown in this figure are for planning purposesand represent approximate locations. Engineering and/or surveyaccuracy is not implied. D-7 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 3 SECTION 2 INTERLOCAL AGREEMENTS The City is a is a member of Tampa Bay Water (TBW) and has an executed interlocal agreement with TBW. Additionally, the City maintains interlocal agreements with Hillsborough County and the City of Temple Terrace. The terms and conditions of these agreements are outlined in the following subsections. 2.1 Tampa Bay Water In 1998, the City became a member of TBW and executed the Amended and Restated Interlocal Agreement Reorganizing the West Coast Regional Water Supply Authority with Hillsborough, Pasco, and Pinellas Counties and the Cities of St. Petersburg and New Port Richey (members). This agreement was directed by the legislature to reconstitute the West Coast Regional Water Supply Authority. TBW consists of the above six members and is governed by a Board of Directors that consists of two representatives from each county and one representative from each city. This agreement was established for the following purposes:  “Developing, recovering, storing and supplying water for county and municipal purposes” in a manner that reduces “adverse environmental effects of excessive or improper withdrawals of water.”  Reorganize “to eliminate rate differentials, varying entitlements and other divergent interests.” The agreement identifies the rights and obligations of the members and TBW, although TBW is not a party to the agreement. TBW is the regional water supply authority that is the exclusive wholesale provider of water to the members. However, the City has an exception to the exclusivity requirement that other members do not in that it retained its water use permit (WUP) and the right to withdraw water from the Hillsborough River Reservoir for its customers as authorized by the Southwest Florida Water Management District (SWFWMD). Section 3.04 of the agreement defines the unitary rate structure by which TBW is required to sell potable water to the members. However, water delivered to the City from the Tampa Bypass Canal is sold at a rate that is equal to TBW’s direct cost and allocated overhead indicated in Section 3.08(D). Section 3.05 states that TBW and the members agree to the terms and conditions of the Master Water Supply Contract, to which TBW is a party, and is provided in Appendix B of the agreement. More specifically, the Master Water Supply Contract contains the rights and obligations of the members and TBW as they pertain to the operation and maintenance of the regional system, water supply connection points, water treatment, and water quality. Only under certain conditions may members sell water to other members. However, because the City had points of connection with Hillsborough County at the time of execution of the agreement, those points of connection and the provision of water by the City to Hillsborough County are recognized in the agreement. D-8 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 4 Section 3.08 and Appendix B of the agreement describe the City’s exception from the exclusivity provision described above. The City may purchase water from TBW if the City has a need and TBW has water available that is not needed first by other members. TBW can also purchase water from the City if needed. The agreement to join as a member required all members to sell their wellfields to TBW including the City’s Morris Bridge wellfield. Section 5.03 and Appendix E of the agreement outline the terms under which the City sold the Morris Bridge wellfield to TBW. Shortly after execution of the TBW interlocal agreement, TBW and its members entered into an agreement with SWFWMD referred to as the Partnership Agreement. The goals of this agreement were to reduce groundwater pumping from 11 long-term producing wellfields, develop new water supply sources, end litigation, and obtain funding from SWFWMD for long-term development of alternative water supplies necessary to meet future demands of the region. SWFWMD is the regional agency with regulatory authorization and jurisdiction to issue WUPs and other permits. Under this agreement, SWFWMD combined all permits for TBW’s central system wellfields into a single consolidated permit (WUP #20011771). Additionally, SWFWMD agreed to provide up to $183 million in funding for TBW to develop new alternative water supply facilities and regionally significant transmission pipelines. This agreement has a 40-year term and will expire in 2038 unless TBW has outstanding debt. 2.2 Hillsborough County The City entered into an interlocal agreement with Hillsborough County in June 1979 to comply with orders from the Florida Legislature requiring Hillsborough County and the City “to make the most efficient use of their powers by enabling them to cooperate with each other … to provide services and facilities for water and sewer systems … to the county and the city.” Since then, the agreement has been amended several times. It was established for the following purposes:  Comply with Florida statutory law.  Delineate geographic boundaries outside City limits but within Hillsborough County for which the Water Department and the Wastewater Department would provide water and wastewater services.  Define the rates and charges to be paid by Hillsborough County to the City for providing these services.  Require Hillsborough County and the City to share easements and rights-of-way. This agreement had a 40-year term and would have expired in June 2019 had the City and Hillsborough County not agreed to extend the term of the agreement to allow time to negotiate agreeable terms for a new agreement. The current agreement term, as amended, has been extended to June 2025. D-9 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 5 Additional interlocal agreements between Hillsborough County and the City as they pertain to water and wastewater services are as follows: 1. In 1993, the City agreed to provide wastewater services to a private utility franchised by Hillsborough County called Southern States Utilities, Inc. This agreement automatically renews every five years unless terminated by any party. 2. In 1994, the City agreed to provide wastewater services to the Hillsborough County Aviation Authority, which governs Tampa International Airport. 3. In 2016, the City defined the means of service and rate for Hillsborough County to directly serve North Palm River residents’ water provided by the Water Department. 2.3 City of Temple Terrace In 1962, the City entered an interlocal agreement to provide the City of Temple Terrace with wastewater service. This agreement has been amended several times. This agreement was established for the following purposes:  Define the terms and responsibilities by which the City will accept wastewater flows from the City of Temple Terrace.  The City is to “implement and enforce a pretreatment program to control discharges from all industrial users” in accordance with the United States Environmental Protection Agency (USEPA) and the Florida Department of Environmental Protection (FDEP).  The City is to update wastewater ordinances and their Wastewater Department Technical Manual of Standards for Industrial and Special Users in accordance with the FDEP.  Obligate both parties to ensure compliance with the Clean Water Act. This agreement was most recently amended in 2021 to allow for an increased peak flow from one of the City of Temple Terrace’s master pump stations which was recently reconstructed. This agreement is valid until 2032. However, the City of Temple Terrace is entitled to cancel the agreement under the terms as outlined in the agreement. The City of Temple Terrace must make monthly payments to the City for wastewater service. D-10 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 6 SECTION 3 WATER SYSTEM The City’s Water Department owns and operates the David L. Tippin Water Treatment Facility (DLTWTF) and provides potable water services to the City, a portion of unincorporated Hillsborough County, and a small portion of the City of Temple Terrace. The main water supply source for the DLTWTF is the Hillsborough River Reservoir. In addition, the Water Department may purchase potable water from TBW and is permitted to augment the Hillsborough River Reservoir with water from the Harney Canal, Sulphur Springs, or their aquifer storage and recovery (ASR) system. 3.1 Management and Staffing The Water Department is composed of three operating divisions: Engineering, Distribution and Consumer Services, and Production. Rory A. Jones, Professional Engineer (P.E.), has over 25 years in the Water and Wastewater municipality field. He serves as the Director for the Tampa Water Department. Prior to his current appointment, he served as the Water Department’s Chief Engineer, where he managed a team of professional engineers, technicians, and support staff. He has also served as the Chief Design Engineer for the Tampa Water Department and was responsible for the management and oversight of the DLTWTF and pipeline capital improvement projects. He has been involved in the procurement, contract negotiation, design and construction delivery, and oversight of several design-build projects during his time with the City. He has an environmental engineering water resources degree from the University of South Florida and is a licensed professional engineer in the State of Florida. Chad Bailey, P.E., is the Chief Engineer of the Engineering Division. He has been with the City of Tampa for 15 years with tenures under both the Water and Wastewater Department. His current position is responsible for management of capital improvement projects within both the water distribution system and the water production plant, the Department’s in-house construction team, and regulation of service connections for new developments. Mr. Bailey has two bachelor of science degrees from the University of South Florida in biology and civil engineering. Elias J. Franco is the Water Distribution and Consumer Services Director of the Water Department. Mr. Franco manages employees who are responsible for the maintenance of the Water Department’s transmission and distribution system and utility services. Mr. Franco has 45 years of experience in the utility business in a variety of mid and senior level management positions. He holds a bachelor’s degree in business administration from Florida International University. John E. Ring is the Production Division Manager of the Water Department with 32 years of experience. Mr. Ring manages employees who are responsible for the maintenance and operation of the treatment and pumping systems used to deliver safe, quality water to the City’s customers. Prior to his current position, Mr. Ring held several positions at General Electric’s Water and Process Technologies Division. He holds a bachelor’s degree in chemical engineering from the University of Illinois. D-11 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 7 3.2 Water Supply The Water Department has permitted access to several water supply sources including a main source and secondary sources used for augmentation as authorized and when needed. Additionally, the Water Department may choose to purchase water from TBW when other sources are limited. The primary raw water source for the DLTWTF is the Hillsborough River Reservoir. The City is authorized by SWFWMD under WUP #20002062.006 to withdraw an annual average quantity of 82 million gallons per day (mgd) and a maximum daily quantity of 120 mgd from the Hillsborough River Reservoir. Also, as stated in the interlocal agreement with TBW, the City can pursue an increase in its withdrawal rate up to 142 mgd peak month and 142 mgd maximum day provided that the proposed increase does not reduce the quantities available to TBW for the region. Additionally, the City may seek an increase in the annual average withdrawal from the Hillsborough River Reservoir to satisfy environmental needs after TBW permitted withdrawals for regional use have been met. Secondary water supply sources include the following:  The City is permitted to withdraw from Sulphur Springs an annual average limit of 5 mgd and a maximum of 20 mgd, which can be used to augment the Hillsborough River Reservoir during low-flow periods or to maintain minimum flow at the base of the Hillsborough River dam. Most of the water diverted from Sulphur Springs is committed to helping meet the minimum flow for the Lower Hillsborough River adopted by SWFWMD and imposed as a regulatory obligation on the City.  The City owns an ASR system that consists of eight wells and is used to store treated water in an aquifer during the wet season and recover the water during the dry season or when other supplies are limited. The wells have a storage capacity of 1.2 billion gallons and are permitted for withdrawal of 10 mgd for a period of 120 days.  TBW holds a WUP that authorizes withdrawal from the Tampa Bypass Canal of 20 mgd annual average with a peak month limit of 40 mgd to augment the Hillsborough River Reservoir under certain conditions. Furthermore, the Water Department maintains interconnects with TBW at the Morris Bridge re-pump station (RPS) and the US 301 interconnect that allow the Water Department to purchase water from TBW under certain conditions when necessary. 3.3 Water Treatment Facility The DLTWTF is located on approximately 54 acres along the Hillsborough River. The facility was constructed in the 1920s and remains one of Florida’s few water treatment facilities to treat water from a surface water source rather than from groundwater. The DLTWTF operates to provide safe drinking water by reducing disinfection by-product formation, removing total organic carbon (TOC) and color, improving the aesthetic quality of the water, and reducing taste and odor causing compounds. Treatment begins when water is withdrawn from the Hillsborough River Reservoir and screened through a grass bar rack followed by mechanical screens to remove finer debris. Then, raw water is pumped to the DLTWTF's four conventional treatment trains, which include coagulation, flocculation, and sedimentation. Together, these trains receive 70 to 80 percent of the total plant flow. The remaining flow is treated through two Actiflo™ treatment trains. Both systems, conventional and Actiflo™, use ferric sulfate as a coagulant and sulfuric acid for pH adjustment. D-12 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 8 After sedimentation, lime is added to the conventional treatment trains for pH adjustment. Then, the flow is directed to the ozonation process for primary disinfection. After primary disinfection, the flow is treated with caustic soda to achieve a pH of between 6.5 and 7.3 and then conveyed to the biological activated filtration process, which consists of 30 gravity filters. Finally, the water is treated with chlorine and ammonia to form chloramines for secondary disinfection. Treated water is stored in clear wells before being sent into the distribution system via the onsite high service pump stations. The sludge from both the conventional and the Actiflo™ treatment trains and filter waste wash water is thickened onsite. The onsite system consists of a surge tank, four gravity thickeners, two splitter boxes, and two sludge pumping stations. The supernatant from the thickeners is routed back to the head of the plant, while the thickened residuals are sent to the sludge processing facility for further processing and dewatering. Carollo staff met with Production Shift Supervisor Paul Noeske for a site visit to the DLTWTF in April 2021. The site visit was a limited condition assessment in areas for which the site could be visually inspected (aboveground facilities). Also, some aboveground facilities were not visited at this time due to ongoing construction activities. Therefore, the site visit was not a complete assessment. Overall, based on the site visit and discussions with City staff, Carollo believes the DLTWTF to be in relatively good condition. 3.4 Pumping and Storage The water system has 26 high service pumps in three (3) pressure zones that deliver treated water to customers. The DLTWTF pressure zone is supplied by eight (8) high service pumps at the plant and five (5) high service pumps at three RPSs: Northwest, West Tampa, and Palma Ceia. The total combined pumping capacity of the DLTWTF pressure zone is 200 mgd. The North Tampa pressure zone is supplied by seven (7) pumps at the Morris Bridge RPS, which has a total pumping capacity of 77 mgd, and the South Tampa pressure zone is supplied by six (6) high service pumps at the Interbay RPS, which has a total pumping capacity of 18 mgd. The Morris Bridge RPS normally pumps treated water supplied by the DLTWTF pressure zone and occasionally by TBW when needed. Throughout the water system, there are approximately 41.0 million gallons (MG) of storage with an effective capacity of 31.0 MG. Treated water is stored at the DLTWTF in underground clear wells, which have a combined capacity of 20.0 MG. Additionally, there are two 5.0-MG ground storage tanks at the Morris Bridge RPS, a 3.0-MG ground storage tank at the Northwest RPS, another 5.0-MG ground storage tank at the Interbay RPS, one 1.5-MG elevated storage tank at Palma Ceia, and one 1.5-MG elevated storage tank at West Tampa for storing treated water. Combined, these facilities provide a total of 41.0 MG of storage for finished water. However, pump suction line locations at the DLTWTF and the Morris Bridge RPS reduce the effective storage to 12.5 MG and 7.5 MG, respectfully, so the actual effective storage volume of the water system is 31.0 MG. The City has an additional 1.2 billion gallons of storage through its ASR system. Figure 2 shows the assets contained in each pressure zone. D-13 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 9 Figure 2 Schematic of Water System D-14 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 10 3.5 Transmission and Distribution The water transmission and distribution system include approximately 2,143 miles of water mains, 15,066 fire hydrants, and 56,107 valves. The distribution mains range in diameter from 2 to 12 inches and are mostly made of cast iron, ductile iron, polyvinyl chloride (PVC), or high-density polyethylene. The transmission mains range in diameter from 16 to 54 inches and are mostly made of cast iron and ductile iron. The City’s Progressive Infrastructure Planning to Ensure Sustainability (PIPES) program is a proactive approach to replace existing pipes that are undersized or made of material that negatively affects water quality, to renew aging infrastructure, and to prevent main breaks. Table 1 lists the lengths of water mains by diameter. Table 1 City Inventory of Active Water Mains Diameter, inches Length, miles 2 to 3 282.16 4 30.09 6 671.85 8 567.08 10 8.66 12 314.90 14 0.69 16 98.09 20 31.41 24 66.33 30 20.82 36 31.33 42 13.21 48 6.24 54 0.23 Total 2,143.09 3.6 Historical and Projected Demands In FY 2023, the City provided potable water services to an average of 131,452 accounts. Over the past five years, the historical average number of water accounts has generally increased. Correspondingly, the average daily demand has increased gradually. In FY 2023, the average daily demand was 81.6 mgd per the City’s public supply annual report. The average number of accounts and average daily demands include both residential and nonresidential customers. Table 2 summarizes the estimated average water accounts and average daily demand based on FY 2017 to FY 2023 data as provided by the City. D-15 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 11 Table 2 Historical Average Water Accounts and Daily Demand Fiscal Year Average Water Accounts Average Daily Demand, mgd 2017 134,096 76.9 2018 135,112 76.3 2019 141,324 78.2 2020 129,067(1) 77.1 2021 128,811 79.0 2022 129,721 78.6 2023 131,452 81.6 Notes: (1) The number of accounts was reduced due to City’s implementation of new billing system on March 1, 2019, that reorganized classes of customers within each system. Demands are anticipated to increase as the water system grows and the customer base expands. As part of their master planning efforts, the City developed water demand projections through the 2035 planning horizon. These projections are based on the average of the SWFWMD, TBW, and the Water Department’s estimates for high and low projected population growth as outlined in the City’s Potable Water Master Plan1. Table 3 shows the average daily demand and maximum daily demand projections through 2035. Table 3 Projected Average and Maximum Daily Demands Year Projected Average Daily Demand, mgd Projected Maximum Daily Demand, mgd 2025 81.0 126.2 2030 84.5 131.8 2035 88.0 137.3 The average daily demand and maximum daily demand projections are 88.0 mgd and 137.3 mgd, respectively, for 2035. The DLTWTF currently has an average day treatment capacity flow rating of 100 mgd and a maximum day treatment capacity flow rating of 120 mgd. However, improvement and upgrade work are ongoing, which will increase the facilities maximum day treatment capacity flow rating to 140 mgd. Based on these projections, the existing production capacities, and the planned capacity expansion projects, the City should have sufficient capacity to meet its anticipated service needs through 2035. Projects to increase the plant’s capacity are detailed in the David L. Tippin Water Treatment Facility Master Plan2 and outlined in following section. 3.7 Capital Improvement Program The Water Department plans and manages CIP projects to maintain service needs and replace aging infrastructure. Accordingly, the City has adopted a CIP budget for the Water Department. Table 4 summarizes CIP funding amounts for FY 2024 through FY 2029, and Table 5 shows the CIP funding amounts for the water system separated by funding source. Information in this section was adapted from the Projected Water System Capital Improvement Program in the Water and Wastewater Financial Feasibility Report provided by the Raftelis. 1 Black and Veatch, 2018. Potable Water Master Plan. Prepared for the City of Tampa. 2 Carollo Engineers, 2018. The David L. Tippin Water Treatment Facility Master Plan. D-16 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 12 Table 4 Water System Capital Improvement Program Fiscal Year Water CIP Projects Other Capital Expenditures Total Capital Expenditures 2024 $204,772,932 $3,863,591 $208,636,523 2025 $222,666,582 $5,466,500 $228,133,082 2026 $186,684,547 $5,095,300 $191,779,847 2027 $165,519,642 $5,946,347 $171,465,989 2028 $158,210,589 $6,071,025 $164,281,614 2029 $139,678,000 $6,198,635 $145,876,635 Total $1,077,532,292 $32,641,398 $1,110,173,690 Table 5 Water System Capital Improvement Program Funding Sources Expenditure and Funding Source Sum of Total FY 24-29 Capital Funded from Rates (Use of Reserves) $50,000,000 Capital Funded from Rates (Current Year Revenues) $252,615,345 Water Capital Construction Fund (Use of Reserves) $172,574,239 Proposed Future Senior Lien Debt - Series 2024 $130,689,981 Proposed Future Senior Lien Debt - Series 2025 $0 Proposed Future Senior Lien Debt - Series 2026 $78,172,636 Proposed Future Senior Lien Debt - Series 2027 $79,974,000 Proposed Future Senior Lien Debt - Series 2028 $120,509,000 Proposed Future Senior Lien Debt - Series 2029 $111,060,389 Proposed Future Senior Lien Debt - Series 2030 $114,578,100 Grand Total $1,110,173,690 Appendix A includes the complete CIP table data source, as provided by Raftelis. 3.8 Regulations and Permitting In 1974, Congress passed the Safe Drinking Water Act, which directed the USEPA to establish minimum drinking water standards. These standards are divided into two categories: primary regulations (those required for public health) and secondary regulations (those recommended for aesthetic qualities). The State of Florida has adopted the secondary regulations as enforceable standards. The FDEP has the primary role of regulating public water systems in Florida as derived from Chapter 403, Part IV, Florida Statutes and by delegation of the federal program from the USEPA. However, in Hillsborough County, the FDEP regulations are delegated to and administered by the Hillsborough County Health Department (local branch of the Florida Department of Health). The FDEP has promulgated rules within the Florida Administrative Code (FAC) Chapter 62 for regulation of public water supplies. The City’s potable water system complies with the rules of FAC Chapter 62. D-17 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 13 In accordance with the Safe Drinking Water Act requirements, the City publishes and distributes a drinking water quality annual report outlining the Water Department’s compliance with the water quality standards established by the USEPA. In 2023, the Water Department was awarded the “25-Year Directors Award” by the Partnership for Safe Water acknowledging ongoing treatment optimizations and water quality monitoring that go above and beyond regulatory requirements. The City is the only utility in Florida and one of 10 in the United States to receive this award. The City routinely funds annual renewal and replacement improvements to their public water system facilities. The City uses their in-house for regular monitoring of water quality. Comprehensive water quality tests are also performed annually using independent laboratories. The City is currently in compliance with all applicable regulations relating to water quality and has not been cited for any regulatory violations within the past five years. On December 14, 2004, the City obtained a 20-year WUP from SWFWMD for the surface water withdrawal from the Hillsborough River Reservoir and other secondary sources as previously noted. The WUP expires on December 14, 2024; the City plans to apply to renew the WUP for a permit duration of no less than 20 years. The City operates all its facilities and the DLTWTF according to permits issued by the regulatory agencies, and the City has maintained current permits for all facilities. To Carollo’s knowledge, the City is in compliance with all federal and state regulatory requirements relating to the provisions of water services, and there are no outstanding consent orders requiring corrective actions issued by any regulatory agency relating to any component of the water system. D-18 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 14 SECTION 4 WASTEWATER SYSTEM The City’s Wastewater Department owns and operates the Howard F. Curren Advanced Wastewater Treatment Plant (HFCAWTP) and provides wastewater services to the City, parts of unincorporated Hillsborough County, and the City of Temple Terrace. The HFCAWTP is permitted by the FDEP National Pollutant Discharge Elimination System (NPDES) to discharge an annual average daily flow (AADF) of 96 mgd to Hillsborough Bay and 8.3 mgd to reuse water systems. The HFCAWTP is operated to achieve advanced wastewater treatment (AWT), which is the highest level of treatment as defined by Florida Statutes. 4.1 Management and Staffing The Wastewater Department is divided into four divisions: Treatment, Collection, Engineering, and Administration. Eric A. Weiss, P.E., is the Wastewater Department’s Director and has more than 28 years of experience as a professional engineer. Prior to his current position, Mr. Weiss served as the Deputy Director of the City’s Contract Administration Department where he planned and directed project management activities for large design and construction projects. He has spent 17 years in the City’s Wastewater Department where he ultimately advanced to the position of Project Manager. Mr. Weiss is a licensed professional engineer and has a bachelor’s degree in civil engineering from the University of Florida. Erik J. Garwell, Ph.D., is Manager of the City’s HFCAWTP and wastewater pump stations. He manages professionals who operate and maintain both the HFCAWTP and the City’s 229 wastewater pump stations. Dr. Garwell has over 29 years of professional experience in the environmental engineering field. He has a bachelor’s degree in civil engineering from Florida State University, a master’s degree in civil engineering from the University of South Florida, and a doctorate degree in environmental engineering from the University of South Florida. He has been with the Wastewater Department since 2007 as an Engineer, Continuous Improvement/Program Manager, Wastewater Collection System Manager, Planning Division Supervisor, and finally as the Wastewater Treatment Plant Manager. Eddy Drovie is the Collection System Manager, managing skilled technicians responsible for maintenance and construction, utility services, and engineering support for over 1,500 miles of infrastructure (gravity lines and force mains). Mr. Drovie has been in the Wastewater Department for 29 years with experience in both the Treatment and Collection divisions. Mr. Drovie has a bachelor’s degree in business management from the University of South Florida and holds a Wastewater Collection “A” license. Charles D. Lynch, P.E., is the Chief Engineer for the Wastewater Department and manages a team of engineers, technicians, and drafting staff. This team is responsible for planning and managing the capital improvement projects needed to maintain the City’s wastewater collection system. Mr. Lynch has a bachelor’s degree in civil engineering from the University of South Florida and is a professional engineer registered in the State of Florida. He has been with the Wastewater Department since 1990 as an Engineer, Planning Section Head, and Chief Engineer. D-19 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 15 4.2 Wastewater Treatment Plant The HFCAWTP is located on approximately 130 acres on Hillsborough Bay. The facility was constructed in the 1950s and is a Type I two-stage, high rate (pure oxygen and fine bubble aeration) activated sludge biological nitrification/denitrification domestic wastewater treatment plant. The HFCAWTP operates to provide customers with AWT and protect public health and the environment by removing biochemical oxygen demand (BOD), total suspended solids (TSS), and total nitrogen (TN) to meet permitted limits. The treatment process includes preliminary, primary, secondary, and tertiary treatment. Preliminary treatment begins when wastewater from the collection system enters HFCAWTP via five force mains (36 inches to 54 inches in diameter). The wastewater is aerated at Junction Chamber No. 1 to release hydrogen sulfide gas, and the resultant air emissions are treated at the odor control system using sodium hydroxide. Next, primary treatment occurs and includes removal of large debris from the wastewater via five screens at Screen and Grit Buildings No. 1 and No. 2. Then, the wastewater flows to eight primary settling tanks and reduces BOD and TSS loading to the secondary treatment process. Secondary treatment involves the two-stage biological process where wastewater is pumped via the main pumping station to six high purity oxygen (HPO) reactors to remove carbonaceous BOD (CBOD) and suspended solids. A mixed liquor is created in the reactors and is aerated by HPO that is produced onsite by two 60-ton-per-day cryogenic HPO generation systems. The biological process continues with gravity settling in 12 final settling tanks. The second biological process stage includes nitrification via four diffused air reactors, a blower building, and a nitrification pumping station. Then, the mixed liquor is settled in Final Settling Tanks No. 13 through 20 before tertiary treatment. Tertiary treatment includes denitrification, high-level disinfection, and dechlorination. Denitrification is accomplished by 32 coarse sand filters to reduce TSS and TN. The facility includes three chlorine contact tanks and uses chlorine gas for primary disinfection and sulfur dioxide for dechlorination. These processes, in conjunction with post-aeration, result in levels of TSS, TN, dissolved oxygen, and chlorine residual that meet permitted levels for surface water discharge and public access reuse. Ultimately, HFCAWTP produces highly treated effluent that is either discharged to Hillsborough Bay, distributed to reclaimed customers, or reused within the plant. The HFCAWTP manages residuals that are collected in each stage of the treatment process. Waste activated sludge (WAS) that is accumulated in Final Settling Tanks No. 1 through 12 is blended with polymer and thickened in two gravity thickeners. Then, thickened WAS is mixed with primary sludge from the primary settling tanks and the resultant is pumped to seven anaerobic digesters to produce stabilized biosolids, reduce pathogens, reduce biosolids mass by volatile solids destruction, and generate biogas as a usable byproduct. The resulting biosolids are stabilized for land application as Class B biosolids or disposed of in a Class I solid waste landfill. Carollo staff met with Wastewater Engineer Karloren Guzman during a site visit to the HFCAWTP in June 2023. The site visit was a limited condition assessment in areas for which the site could be visually inspected (aboveground facilities). Therefore, the site visit was not a complete assessment. Overall, based on the site visit and discussions with City staff, Carollo believes HFCAWTP to be in relatively good condition. D-20 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 16 4.3 Effluent and Residuals Management The HFCAWTP has a permitted capacity of 96.0 mgd and is operated to achieve AWT with high-level disinfected and dechlorinated effluent that is discharged directly to Hillsborough Bay via a 78-inch conduit. Additionally, HFCAWTP has two relief outfalls that are permitted for use when flows to the plant exceed approximately 100 mgd and there are extreme high tide conditions. The relief outfalls include a 72-inch and a 96-inch conduit to Ybor City Drain, which ultimately flows to Hillsborough Bay. Pursuant to FAC rule 62-4.244, all three outfall locations include a mixing zone for dichlorobromomethane and dibromochloromethane for the effluent discharge. Effluent from the HFCAWTP is required to meet certain water quality standards as outlined in its permit. The HFCAWTP must produce effluent with annual average concentrations of 5 milligrams per liter (mg/L) of CBOD, 5 mg/L of TSS, and 3 mg/L of TN. In FY 2023, the annual average CBOD, TSS, and TN concentrations were 2.0 mg/L, 0.8 mg/L, and 2.5 mg/L, respectively. The HFCAWTP staff also regularly test for other water quality characteristics such as chlorine residual, dissolved oxygen, and fecal coliform. FDEP has issued two Final Orders for Hillsborough Bay that establish TN load allocations for the HFCAWTP. The City’s TN load allocations to Hillsborough Bay are 213.2 tons per year on a five-year rolling average basis and 319.8 tons per year as an annual total. However, following execution of the agreement between the City and Hillsborough County, the allowable TN loading limits will be permanently revised to 213.6 tons per year as a five-year rolling average and 320.4 tons per year as an annual total. The five-year rolling average TN load for FY 2023 was 212.1 tons, which was about 99 percent of the allowable load allocation at that time. The annual total TN load for FY 2023 was 201.2 tons, which was about 63 percent of the allowable load allocation at that time. The agreement between the City and Hillsborough County would increase the City’s five-year rolling average TN allocation to 230.88 tons per year and the annual total to 346.32 tons per year for as long as Hillsborough County discharges wastewater to the City from the County’s Faulkenburg Advanced Wastewater Treatment Plant. In addition to surface water discharges, the HFCAWTP is permitted to send treated wastewater to certain sites to be reused for beneficial purposes. As identified in the permit, reuse sites and capacities include the following:  A permitted 6 mgd AADF for slow-rate public access reuse to the City of Tampa public access reuse system. In FY 2023, about 3.9 mgd was sent to this system.  A permitted capacity of 2.3 mgd AADF for industrial reuse as cooling water and irrigation at the City’s McKay Bay Waste-to-Energy Facility. In FY 2023, about 0.50 mgd was used at this site.  A permitted industrial reuse system providing secondary treatment reclaimed water to a closed-loop system for heating purposes at Mosaic Fertilizer, LLC. In FY 2023, about 3.06 mgd was used at this site. In addition, the HFCAWTP may reuse treated water within the facility for irrigation or other purposes. The HFCAWTP sends Class B biosolids to approved locations for land application or disposes of them in a Class I solid waste landfill. The quantities of biosolids generated; received from source facilities; treated, distributed, and marketed; land applied; used as a biofuel or for bioenergy; transferred to another facility; and landfilled are monitored and recorded in accordance with state and federal requirements. In addition, land-applied biosolids are monitored to meet the requirements of each site, the Nutrient Management Plan, and FAC Chapter 62-640. D-21 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 17 4.4 Wastewater Collection The wastewater collection system includes approximately 1,252 miles of gravity lines, 281 miles of force mains, 29,292 manholes, 229 pump stations, and 6,654 valves and cleanouts. These totals are for active infrastructure elements owned by the City of Tampa based on publicly available geospatial data from the City of Tampa’s GeoHub website. The larger pump stations have onsite backup power supply and odor control systems, and the City owns several portable generators in case of power failure at smaller pump stations. Additionally, all pump stations are equipped with remote terminal units and monitored through the supervisory control and data acquisition (SCADA) system. The 1,252 miles of gravity lines range in diameter from 2 to 72 inches and are mostly made of PVC and vitrified clay. The 281 miles of force mains range in diameter from 0.75 to 96 inches and are mostly made of ductile iron and PVC. The City’s PIPES program aims to proactively replace and rehabilitate aging piping that often results in line breaks. Table 6 lists the lengths of wastewater mains (force mains and gravity lines) by diameter. Table 6 City Inventory of Active Wastewater Mains Diameter, inches Length of Force Mains, miles Length of Gravity Mains, miles < 4 4.6 0.02 4 69.9 0.2 6 46.9 8.9 8 33.8 1012.7 10 11.3 65.4 12 33.0 31.6 14 - 15 2.5 25.3 16 21.8 1.3 18 4.6 22.9 20 - 21 6.6 12.2 24 - 27 9.4 26.2 30 6.6 12.2 36 7.4 10.2 42 4.4 8.7 48 11.7 4.1 54 - 96 5.5 9.8 Unknown 0.7 1.1 Total 280.7 1,251.6 D-22 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 18 4.5 Historical and Projected Flows In FY 2023, the City provided wastewater services to an average of 107,252 accounts. Over the past five years, the historical average number of wastewater accounts has increased. Similarly, the total annual average volume of wastewater treated has increased gradually but has fluctuated somewhat due to operational changes, variations in rainfall, and City efforts to reduce inflow and infiltration. In FY 2023, the average daily flow was 57.5 mgd. Table 7 summarizes the estimated average wastewater accounts and average daily flow based on FY 2017 to FY 2023 data as provided by the City. Table 7 Historical Average Wastewater Accounts and Daily Flow Fiscal Year Average Wastewater Accounts Average Daily Flow, mgd 2017 105,403 57.1 2018 105,329 57.2 2019 107,320 61.0 2020 105,081(1) 56.0 2021 105,943 59.9 2022 106,511 59.5 2023 107,252 57.5 Notes: (1) The number of accounts was reduced due to City’s implementation of new billing system on March 1, 2019, that reorganized classes of customers within each system. Flows are expected to increase as the wastewater system grows and the customer base expands. As part of their permitting requirements, the City developed wastewater flow projections through the 2035 planning horizon. These projections are for the calendar year and are from the City’s latest Capacity Analysis Report3. Table 8 shows the average daily flow and 3-month maximum daily flow projections through 2035. Table 8 Projected Average and 3-Month Maximum Daily Flows Calendar Year Projected Average Daily Flow, mgd Projected 3-Month Maximum Average Daily Flow, mgd 2025 66.1 79.4 2030 70.0 84.0 2035 73.8 88.6 The average daily flow and 3-month maximum average daily flow projections for 2035 are 73.8 mgd and 88.6 mgd, respectively. The HFCAWTP is currently permitted for an AADF capacity of 96.0 mgd. Although the wastewater flow projections show that the HFCAWTP will be able to continue operating within permitted flow limits through 2035, the City’s master plan identifies the need for upgrades and the equipment replacements to maintain continued operation and reliability. Based on these projections, the existing capacities, and the planned and ongoing improvement projects, the City should have sufficient capacity to meet its anticipated service needs through 2035. Projects to improve facility processes are detailed in the Howard F. Curren AWTP Phase 2 Master Plan Report4 and outlined in the following subsection. 3 Arcadis, 2020. Updated Capacity Analysis Report. Prepared for the City of Tampa. 4 McKim and Creed, 2018. Howard F. Curren AWTP Phase 2 Master Plan Report. D-23 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 19 4.6 Capital Improvement Program The Wastewater Department plans and manages CIP projects to maintain service needs and replace aging infrastructure. Like the water system, the City has also adopted a CIP budget for the Wastewater Department. Table 9 summarizes CIP funding amounts for FY 2024 through FY 2029, and Table 10 shows the CIP funding amounts for the wastewater system separated by funding source. Information in this section was adapted from the Projected Wastewater System Capital Improvement Program in the Water and Wastewater Financial Feasibility Report provided by Raftelis. Appendix B includes the complete CIP table data source, as provided by Raftelis. Table 9 Wastewater System Capital Improvement Program Fiscal Year Wastewater CIP Projects Other Capital Expenditures Total Capital Expenditures 2024 $130,358,328 $5,544,470 $135,902,798 2025 $199,391,610 $3,974,653 $203,366,263 2026 $125,750,000 $3,214,600 $128,964,600 2027 $71,500,000 $3,291,750 $74,791,750 2028 $86,300,000 $3,370,752 $89,670,752 2029 $85,500,000 $3,534,490 $89,034,490 Total $698,799,938 $22,930,715 $721,730,653 Table 10 Wastewater System Capital Improvement Program Funding Sources Expenditure Type and Funding Source Total FY 24-29 Capital Funded from Rates (Use of Reserves) $60,000,000 Capital Funded from Rates (Current Year Revenues) $130,989,870 Wastewater Capital Construction Fund (Use of Reserves) $105,718,681 Proposed Future Senior Lien Debt - Series 2024 $129,138,677 Proposed Future Senior Lien Debt - Series 2025 $0 Proposed Future Senior Lien Debt - Series 2026 $66,526,825 Proposed Future Senior Lien Debt - Series 2027 $65,112,500 Proposed Future Senior Lien Debt - Series 2028 $39,644,100 Proposed Future Senior Lien Debt - Series 2029 $71,050,000 Proposed Future Senior Lien Debt - Series 2030 $53,550,000 Grand Total $721,730,653 D-24 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 20 4.7 Regulations and Permitting The HFCAWTP is regulated through the FDEP, which primarily deals with the quality of discharged effluent, disposal of biosolids, and the nature of waste material in collection facilities. The HFCAWTP was issued its most recent NPDES permit renewal (FL0020940-025) in March 2021, and it will expire in March 2026. The HFCAWTP is properly permitted and is in compliance with all FDEP regulations unless noted otherwise. The City was party to a negotiated short form consent order (FDEP Office of General Counsel file #22-2071) on February 9, 2023, with regards to 14 unauthorized discharges of approximately 24,388 gallons of untreated wastewater impacting surface waters, three discharges of approximately 67,710 gallons of public access quality water, 13 discharges of approximately 30,999 gallons of untreated wastewater not impacting surface waters, and 15 discharges of 14,220 gallons of untreated wastewater to the ground over the period from September 2021 through September 2022. Under the terms of the consent order, the City was subject to either a penalty of $89,878.38 or an in-kind project for environmental enhancement, environmental restoration, or capital/facility improvements with an equivalent cost of at least $134,817.57. The City responded with an in-kind project proposal sent on March 6, 2023, and approved by the FDEP on April 10, 2023. The in-kind project is underway. The City received a Warning Letter (WL24-171DW29SWD) from FDEP on September 4, 2024 for unpermitted sanitary sewer overflows totaling approximately 343,865 gallons on August 5, 2024 associated with Hurricane Debby. FDEP will be initiating formal enforcement proceedings following investigation and resolution. D-25 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT 21 SECTION 5 FINDINGS AND CONCLUSIONS The following conclusions were made based on the considerations, assumptions, and analyses summarized in this report. These conclusions represent opinions based on this report as a whole and are judgments based exclusively on the presented information. The report should be read in its entirety.  The City should be able to retain and renew current permits for the System so long as operations, maintenance, and permit reporting continue as demonstrated in the past five-year period.  To Carollo’s knowledge, the City is in compliance with all federal and state regulatory requirements relating to the provisions of water and wastewater services, and there are no other outstanding orders requiring corrective actions issued by any regulatory agency relating to any component of the currently owned System aside from what is included in this report.  Based on the water facility capacities, planned facility expansions, and the anticipated water demands in this report, the City has sufficient water supplies to meet its anticipated service needs through at least 2035. The planned facility expansion projects will increase the permitted capacity from 120.0 mgd to 140.0 mgd and have CIP funds included for FYs 2024 through 2029.  Based on the City’s permitted access to several water supply sources and its ASR system, the City can adeptly manage and respond to seasonal water supply challenges. As a member government of TBW, the City can purchase potable water from TBW when its water supply resources have been exhausted and continue to meet its current and future water demands. The City has a diverse portfolio of water supply to serve its water customers now and into the future.  Based on available wastewater treatment facility capacities and anticipated wastewater flow projections, the City’s facilities will have sufficient wastewater treatment capacity to treat anticipated flows through at least 2035.  Based on aboveground inspections of the City facilities and discussions with City staff, the existing facilities appear to be in overall relatively good condition. The facilities are in comparable condition to facilities of similar age. The water and wastewater facilities require some improvements and projects are underway to address these needs.  The System facilities appear adequately operated and maintained, and the City is taking steps to continue prudent utility practice as described throughout this report. Therefore, the City appears to be capable of providing sufficient and reliable water and wastewater service to its customers through the years pertinent to the 2024 Bonds.  The City’s CIP projects are necessary and adequate to meet the current regulatory requirements and to provide reliable water and wastewater service to the City’s existing customers, and to provide adequate reserve capacity for the anticipated growth in utility customers, as discussed in this report. D-26 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT APPENDIX A WATER SYSTEM CAPITAL IMPROVEMENT BUDGET DETAIL FOR FISCAL YEARS 2024-2029, AS PROVIDED BY RAFTELIS D-27 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 1 of 5LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029Total FY24-29Water CIP ProjectsCitywide Meter/Hydrant/Valve Installation and Replacement1 Citywide Meter/Hydrant/Valve Installation and ReplacementRates$6,602,566 $6,040,845$0 $9,720,000$0$0 $22,363,4112 Citywide Meter/Hydrant/Valve Installation and ReplacementWCC05,239,15500005,239,1553 Citywide Meter/Hydrant/Valve Installation and ReplacementFuture Bonds008,500,0000 14,940,0000 23,440,0004 Citywide Meter/Hydrant/Valve Installation and ReplacementSeries 202417,638,05100000 17,638,0515 Total$24,240,617 $11,280,000 $8,500,000 $9,720,000 $14,940,000$0 $68,680,617Citywide Water Main Replacements, Phase 26 Citywide Water Main Replacements, Phase 2Rates$16,920,656 $25,529,291 $1,244,412 $8,324,642 $23,134,200$783,900 $75,937,1017 Citywide Water Main Replacements, Phase 2WCC32,200,000 53,332,790 13,202,294000 98,735,0848 Citywide Water Main Replacements, Phase 2Future Bonds00 23,640,000 33,852,000 28,395,389 15,251,100 101,138,4899 Citywide Water Main Replacements, Phase 2Series 202414,947,12700000 14,947,12710 Total$64,067,783 $78,862,081 $38,086,706 $42,176,642 $51,529,589 $16,035,000 $290,757,801Comprehensive Infrastructure for Tampa's Neighborhoods11 Comprehensive Infrastructure for Tampa's NeighborhoodsFuture Bonds$0 $31,037,093$0$0$0$0 $31,037,09312 Comprehensive Infrastructure for Tampa's NeighborhoodsSeries 202422,600,00000000 22,600,00013 Total$22,600,000 $31,037,093$0$0$0$0 $53,637,093Distribution Master Plan14 Distribution Mater PlanRates$1,500,000$0$0$0$0$0 $1,500,00015 Total$1,500,000$0$0$0$0$0 $1,500,000Lead and Copper Rule Compliance 16 Lead and Copper Rule Compliance Future Bonds$0$0 $2,000,000 $2,000,000 $2,000,000$650,000 $6,650,00017 Lead and Copper Rule Compliance Rates1,264,375000001,264,37518 Lead and Copper Rule Compliance Series 2024385,62500000385,62519 Total$1,650,000$0 $2,000,000 $2,000,000 $2,000,000$650,000 $8,300,000North B St/Himes and Ave CIAC Phase 520 North B St/Himes and Ave CIAC Phase 5Rates$0$0$0$0$0$0$021 North B St/Himes and Ave CIAC Phase 5Future Bonds00000 15,000,000 15,000,00022 Total$0$0$0$0$0 $15,000,000 $15,000,000South Tampa Pressure Zone Resiliency Improvements23 South Tampa Pressure Zone Resiliency ImprovementsRates$525,000$0$0$0$0$0$525,00024 Total$525,000$0$0$0$0$0$525,000Southeast Seminole Heights Flooding Relief25 Southeast Seminole Heights Flooding ReliefRates$5,660,000$200,000$0$0$0$0 $5,860,00026 Total$5,660,000$200,000$0$0$0$0 $5,860,000D-28 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 2 of 5LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029Total FY24-29D. L. Tippin Actiflo Expansion27 D. L. Tippin Actiflo ExpansionFuture Bonds$0$0$0 $2,173,000 $3,379,000 $6,956,000 $12,508,00028 Total$0$0$0 $2,173,000 $3,379,000 $6,956,000 $12,508,000D. L. Tippin Chemical System Improvements29 D. L. Tippin Chemical System ImprovementsSeries 2024$18,494,966$0$0$0$0$0 $18,494,96630 Total$18,494,966$0$0$0$0$0 $18,494,966D. L. Tippin Facility Expansion - Suspended Ion Exchange (SIX)31 D. L. Tippin Facility Expansion - Suspended Ion Exchange (SIX)Rates$0 $6,442,000 $31,805,000$0$0$0 $38,247,00032 D. L. Tippin Facility Expansion - Suspended Ion Exchange (SIX)Future Bonds01,434,3710 38,523,000 38,523,000 38,523,000 117,003,37133 Total$0 $7,876,371 $31,805,000 $38,523,000 $38,523,000 $38,523,000 $155,250,371D. L. Tippin Facility Filter Improvements34 D. L. Tippin Facility Filter ImprovementsFuture Bonds$0 $35,315,000 $28,664,000 $21,733,000$423,000$0 $86,135,00035 D. L. Tippin Facility Filter ImprovementsSeries 202425,257,88100000 25,257,88136 Total$25,257,881 $35,315,000 $28,664,000 $21,733,000$423,000$0 $111,392,881D. L. Tippin High Service Pump Station37 D. L. Tippin High Service Pump StationSeries 2024$9,529,039$0$0$0$0$0 $9,529,03938 Total$9,529,039$0$0$0$0$0 $9,529,039D. L. Tippin Sludge Dewatering Facility39 D. L. Tippin Sludge Dewatering FacilityFuture Bonds$0$0$0$0 $1,734,000 $20,903,000 $22,637,00040 Total$0$0$0$0 $1,734,000 $20,903,000 $22,637,000D. L. Tippin Ozone Improvements, Phases 1 and 241 D. L. Tippin Ozone Improvements, Phases 1 and 2Rates$0 $7,289,000$0$0$0$0 $7,289,00042 D. L. Tippin Ozone Improvements, Phases 1 and 2Future Bonds00 11,670,000 11,670,0008,472,0000 31,812,00043 Total$0 $7,289,000 $11,670,000 $11,670,000 $8,472,000$0 $39,101,000D. L. Tippin Raw Water Pump and Intake Improvements44 D. L. Tippin Raw Water Pump and Intake ImprovementsRates$0 $9,942,000 $15,916,000 $15,916,000 $15,916,000 $15,916,000 $73,606,00045 Total$0 $9,942,000 $15,916,000 $15,916,000 $15,916,000 $15,916,000 $73,606,000D. L. Tippin Sitewide Electrical Improvements46 D. L. Tippin Sitewide Electrical ImprovementsRates$0 $22,327,747 $33,917,841$0$0$0 $56,245,58847 D. L. Tippin Sitewide Electrical ImprovementsFuture Bonds0005,058,000005,058,00048 D. L. Tippin Sitewide Electrical ImprovementsSeries 202417,218,50900000 17,218,50949 Total$17,218,509 $22,327,747 $33,917,841 $5,058,000$0$0 $78,522,097D-29 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 3 of 5LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029Total FY24-29D. L. Tippin Water Plant Treatment Improvements, Phase 250 D. L. Tippin Water Plant Treatment Improvements, Phase 2Rates$785,580$500,000$0$0$0$0 $1,285,58051 D. L. Tippin Water Plant Treatment Improvements, Phase 2Future Bonds00500,000500,000500,000500,0002,000,00052 Total$785,580$500,000$500,000$500,000$500,000$500,000 $3,285,580Deep Well Injection53 Deep Well InjectionFuture Bonds$0$0$0$0 $7,694,000 $11,415,000 $19,109,00054 Total$0$0$0$0 $7,694,000 $11,415,000 $19,109,000Hillsborough River Dam55 Hillsborough River DamRates$0 $2,000,000$0$0$0$0 $2,000,00056 Hillsborough River DamFuture Bonds002,000,0002,000,0002,000,0002,000,0008,000,00057 Total$0 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $10,000,000Hydroelectric and Energy Recovery Improvements58 Hydroelectric and Energy Recovery ImprovementsFuture Bonds$0 $8,000,000$0$0$0$0 $8,000,00059 Total$0 $8,000,000$0$0$0$0 $8,000,000Northeast Elevated Storage Tank60 Northeast Elevated Storage TankFuture Bonds$0$0$0$0$0 $1,380,000 $1,380,00061 Total$0$0$0$0$0 $1,380,000 $1,380,000North Embankment Stabilization62 North Embankment StabilizationFuture Bonds$0$472,654$0$0$0$0$472,65463 North Embankment StabilizationRates27,3460000027,34664 Total$27,346$472,654$0$0$0$0$500,000D-30 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 4 of 5LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029Total FY24-29Satellite Leak Detection 65 Satellite Leak Detection Future Bonds$0$100,000$0$0$0$0$100,00066 Total$0$100,000$0$0$0$0$100,000SCADA Master Plan Implementation67 SCADA Master Plan ImplementationRates$5,018,498 $3,000,000$0$0$0$0 $8,018,49868 SCADA Master Plan ImplementationFuture Bonds003,000,0003,000,0003,000,0002,000,000 11,000,00069 Total$5,018,498 $3,000,000 $3,000,000 $3,000,000 $3,000,000 $2,000,000 $19,018,498Sulphur Springs Flow Augmentation - Feasibility 70 Sulphur Springs Flow Augmentation - Feasibility Rates$452,250 $1,200,000 $3,125,000 $3,250,000$0$0 $8,027,25071 Total$452,250 $1,200,000 $3,125,000 $3,250,000$0$0 $8,027,250Enterprise Work Order and Asset Management System72 Enterprise Work Order and Asset Management SystemSeries 2024$1,237,395$0$0$0$0$0 $1,237,39573 Total$1,237,395$0$0$0$0$0 $1,237,395Cost Allocation74 Cost AllocationRates$3,126,680 $1,451,118 $7,500,000 $7,800,000 $8,100,000 $8,400,000 $36,377,79875 Cost AllocationFuture Bonds01,813,51800001,813,51876 Cost AllocationSeries 20243,381,388000003,381,38877 Total$6,508,068 $3,264,636 $7,500,000 $7,800,000 $8,100,000 $8,400,000 $41,572,704Plan of Finance Adjustments78 Projects Allocated to Future BondsFuture Bonds$0 ($78,172,636) ($79,974,000) ($120,509,000) ($111,060,389) ($114,578,100) ($504,294,125)79 Future Project Costs - Series 2026Series 20260 78,172,6360000 78,172,63680 Future Project Costs - Series 2027Series 202700 79,974,000000 79,974,00081 Future Project Costs - Series 2028Series 2028000 120,509,00000 120,509,00082 Future Project Costs - Series 2029Series 20290000 111,060,3890 111,060,38983 Future Project Costs - Series 2030Series 203000000 114,578,100 114,578,10084 Operating Reserve FundOp Res0 25,000,000 25,000,000000 50,000,00085 Use of Existing Renewal and Replacement Fund ReservesWCC000000086 Use of Existing Renewal and Replacement Fund Reserves [2]WCC40,000,0005,720,0005,720,0005,720,0005,720,0005,720,000 68,600,00087 Adjustments to Rate Funded Capital / Additional Pay-go [2]Rates(40,000,000) (30,720,000) (30,720,000) (5,720,000) (5,720,000) (5,720,000) (118,600,000)88 Total$0$0$0$0$0$0$089Total Water CIP Projects $204,772,932 $222,666,582 $186,684,547 $165,519,642 $158,210,589 $139,678,000 $1,077,532,292Total Construction Contingency by Funding Source$0$0$0$0$0$0$0Other Capital Expenditures90 Operating CapitalRates$3,863,591 $5,466,500 $5,095,300 $5,946,347 $6,071,025 $6,198,635 $32,641,398Incremental Non-Personnel Operating CapitalRates000000091 Budget ReserveRates000000092Total Other Capital Expenditures$3,863,591 $5,466,500 $5,095,300 $5,946,347 $6,071,025 $6,198,635 $32,641,39893Total Water System Capital Expenditures $208,636,523$228,133,082$191,779,847$171,465,989$164,281,614$145,876,635$1,110,173,690D-31 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 5 of 5LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029Total FY24-29Funding Source Summary94 Capital Funded from Rates (Use of Reserves)Op Res$0 $25,000,000 $25,000,000$0$0$0 $50,000,00095 Capital Funded from Rates (Current Year Revenues)Rates5,746,542 60,668,501 67,883,553 45,236,989 47,501,225 25,578,535 252,615,34596 Water Capital Construction Fund (Use of Reserves)WCC72,200,000 64,291,945 18,922,2945,720,0005,720,0005,720,000 172,574,23997 Proposed Future Senior Lien Debt 1 - Series 2024Series 2024130,689,98100000 130,689,98198 Proposed Future Senior Lien Debt 2 - Series 2025Series 2025000000099 Proposed Future Senior Lien Debt 3 - Series 2026Series 20260 78,172,6360000 78,172,636100 Proposed Future Senior Lien Debt 4 - Series 2027Series 202700 79,974,000000 79,974,000101 Proposed Future Senior Lien Debt 5 - Series 2028Series 2028000 120,509,00000 120,509,000102 Proposed Future Senior Lien Debt 6 - Series 2029Series 20290000 111,060,3890 111,060,389103 Proposed Future Senior Lien Debt 7 - Series 2030Series 203000000 114,578,100 114,578,100104Total Funding Sources$208,636,523$228,133,082$191,779,847$171,465,989$164,281,614$145,876,635$1,110,173,690Footnotes:[1] Amounts provided by City staff on or about 08/07/2024.[2] Adjustments based on budgeted construction fund reserves allocated to fund a portion of the capital plan.D-32 WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 SEPTEMBER 2024 / FINAL / CAROLLO CITY OF TAMPA CONSULTING ENGINEER’S REPORT APPENDIX B WASTEWATER SYSTEM CAPITAL IMPROVEMENT BUDGET DETAIL FOR FISCAL YEARS 2024-2029, AS PROVIDED BY RAFTELIS D-33 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 1 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-29Watewater CIP ProjectsH. F. Curren AWTP Master Plan 1 H. F. Curren AWTP Master Plan Future Bonds$0 $64,318,681 $10,000,000 $30,500,000 $18,500,000$0 $123,318,6812 H. F. Curren AWTP Master Plan Construction0 64,318,681 15,000,000000 79,318,6813 H. F. Curren AWTP Master Plan Rates0 17,034,9140000 17,034,9144 H. F. Curren AWTP Master Plan Series 2024 65,288,75600000 65,288,7565 Total$65,288,756 $145,672,276 $25,000,000 $30,500,000 $18,500,000$0 $284,961,032Fleet Decentralization - Port Tampa6 Fleet Decentralization - Port TampaFuture Bonds$0$0$0$0$0$0$07 Fleet Decentralization - Port TampaRates1,173,739 14,000,0000000 15,173,7398 Fleet Decentralization - Port TampaSeries 202400000009 Total$1,173,739 $14,000,000$0$0$0$0 $15,173,739Neighborhood Collection System Rehabilitation 10 Neighborhood Collection System Rehabilitation Future Bonds$0$0$0 $7,500,000 $7,500,000 $10,000,000 $25,000,00011 Neighborhood Collection System Rehabilitation Rates0 7,500,000 7,500,000000 15,000,00012 Neighborhood Collection System Rehabilitation Series 2024000000013 Total$0 $7,500,000 $7,500,000 $7,500,000 $7,500,000 $10,000,000 $40,000,000Sulphur Springs Pumping Station Design Build14 Sulphur Springs Pumping Station Design BuildFuture Bonds$0$0 $30,000,000$0$0$0 $30,000,00015 Sulphur Springs Pumping Station Design BuildRates0 6,000,0000000 6,000,00016 Sulphur Springs Pumping Station Design BuildSeries 2024 1,249,94000000 1,249,94017 Total$1,249,940 $6,000,000 $30,000,000$0$0$0 $37,249,940Pumping Stations Rehabilitation Design Build 18 Pumping Stations Rehabilitation Design Build Future Bonds$0$0 $112,500 $1,644,100$0$0 $1,756,60019 Pumping Stations Rehabilitation Design Build Rates0 5,925,000 7,012,500 4,355,90000 17,293,40020 Pumping Stations Rehabilitation Design Build Series 2024 15,072,55300000 15,072,55321 Total$15,072,553 $5,925,000 $7,125,000 $6,000,000$0$0 $34,122,553Collection System Rehabilitation Contract22 Collection System Rehabilitation ContractFuture Bonds$0$0$0$0 $4,500,000 $3,550,000 $8,050,00023 Collection System Rehabilitation ContractRates0 4,300,000 4,500,000 4,500,0000 1,200,000 14,500,00024 Collection System Rehabilitation ContractSeries 2024 2,674,88500000 2,674,88525 Total$2,674,885 $4,300,000 $4,500,000 $4,500,000 $4,500,000 $4,750,000 $25,224,885Annual Wastewater Cured-in-place Pipeline Rehabilitation Contract26 Annual Wastewater Cured-in-place Pipeline Rehabilitation ContractFuture Bonds$0$0$0$0 $3,000,000$0 $3,000,00027 Annual Wastewater Cured-in-place Pipeline Rehabilitation ContractRates0 3,000,000 3,000,000 3,000,0000 3,000,000 12,000,00028 Annual Wastewater Cured-in-place Pipeline Rehabilitation ContractSeries 2024000000029 Total$0 $3,000,000 $3,000,000 $3,000,000 $3,000,000 $3,000,000 $15,000,000Wastewater Manhole Rehabilitation30 Wastewater Manhole RehabilitationFuture Bonds$0$0$0$0 $2,500,000$0 $2,500,000D-34 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 2 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-2931 Wastewater Manhole RehabilitationRates0 2,500,000 2,000,000 2,500,0000 2,500,000 9,500,00032 Wastewater Manhole RehabilitationSeries 2024 2,768,71600000 2,768,71633 Total$2,768,716 $2,500,000 $2,000,000 $2,500,000 $2,500,000 $2,500,000 $14,768,716University Pumping Station Rehabilitation34 University Pumping Station RehabilitationFuture Bonds$0$0 $25,000,000$0$0$0 $25,000,00035 University Pumping Station RehabilitationRates0 2,000,0000000 2,000,00036 University Pumping Station RehabilitationSeries 2024000000037 Total$0 $2,000,000 $25,000,000$0$0$0 $27,000,000Miscellaneous Pumping Station Repairs38 Miscellaneous Pumping Station RepairsFuture Bonds$0$0$0$0 $2,000,000$0 $2,000,00039 Miscellaneous Pumping Station RepairsRates0 1,500,000 1,500,000 1,500,0000 2,500,000 7,000,00040 Miscellaneous Pumping Station RepairsSeries 202450,51100000 50,51141 Total$50,511 $1,500,000 $1,500,000 $1,500,000 $2,000,000 $2,500,000 $9,050,511H. F. Curren Miscellaneous Treatment Plant Improvements42 H. F. Curren Miscellaneous Treatment Plant ImprovementsFuture Bonds$0 $298,407$0$0 $1,500,000$0 $1,798,40743 H. F. Curren Miscellaneous Treatment Plant ImprovementsRates0 1,500,000 1,500,000 1,500,0000 5,000,000 9,500,00044 H. F. Curren Miscellaneous Treatment Plant ImprovementsSeries 2024000000045 Total$0 $1,798,407 $1,500,000 $1,500,000 $1,500,000 $5,000,000 $11,298,407H. F. Curren Plant AWTP HVAC Replacement, Design-Build46 H. F. Curren Plant AWTP HVAC Replacement, Design-BuildFuture Bonds$0$0$0$0$0$0$047 H. F. Curren Plant AWTP HVAC Replacement, Design-BuildRates0 1,000,000 7,000,000000 8,000,00048 H. F. Curren Plant AWTP HVAC Replacement, Design-BuildSeries 2024 586,27300000 586,27349 Total$586,273 $1,000,000 $7,000,000$0$0$0 $8,586,27318th Street Pumping Station Rehabilitation 50 18th Street Pumping Station Rehabilitation Future Bonds$0$0$0$0$0$0$051 19th Street Pumping Station Rehabilitation Rates0 750,000 1,375,000000 2,125,00052 20th Street Pumping Station Rehabilitation Series 2024000000053 Total$0 $750,000 $1,375,000$0$0$0 $2,125,000Engineering Consultant Services54 Engineering Consultant ServicesFuture Bonds$0$0$0$0 $750,000$0 $750,00055 Engineering Consultant ServicesRates0 714,600 750,000 750,0000 750,000 2,964,60056 Engineering Consultant ServicesSeries 2024 469,09700000 469,09757 Total$469,097 $714,600 $750,000 $750,000 $750,000 $750,000 $4,183,697D-35 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 3 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-29Tuberculated Gravity Pipeline Rehabilitation58 Tuberculated Gravity Pipeline RehabilitationFuture Bonds$0$0$0$0$0$0$059 Tuberculated Gravity Pipeline RehabilitationRates00 1,500,000000 1,500,00060 Tuberculated Gravity Pipeline RehabilitationSeries 2024 126,72600000 126,72661 Total$126,726$0 $1,500,000$0$0$0 $1,626,726Force Main Discharge Rehabilitation62 Force Main Discharge RehabilitationFuture Bonds$0$0$0$0 $2,000,000$0 $2,000,00063 Force Main Discharge RehabilitationRates00 2,000,000 2,000,0000 2,000,000 6,000,00064 Force Main Discharge RehabilitationSeries 2024 134,65500000 134,65565 Total$134,655$0 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $8,134,655H. F. Curren Mixed Sludge Pumping Station MCC replacements66 H. F. Curren Mixed Sludge Pumping Station MCC replacementsFuture Bonds$0$0$0$0$0$0$067 H. F. Curren Mixed Sludge Pumping Station MCC replacementsRates000 2,000,00000 2,000,00068 H. F. Curren Mixed Sludge Pumping Station MCC replacementsSeries 2024000000069 Total$0$0$0 $2,000,000$0$0 $2,000,00043rd St Pumping Station Rehabilitation 70 43rd St Pumping Station Rehabilitation Future Bonds$0$0$0$0 $15,000,000$0 $15,000,00071 44th St Pumping Station Rehabilitation Rates000 1,750,00000 1,750,00072 45th St Pumping Station Rehabilitation Series 2024000000073 Total$0$0$0 $1,750,000 $15,000,000$0 $16,750,000East Tampa Pumping Station Rehabilitation74 East Tampa Pumping Station RehabilitationFuture Bonds$0$0$0$0 $6,250,000$0 $6,250,00075 East Tampa Pumping Station RehabilitationRates000 1,750,000 8,750,0000 10,500,00076 East Tampa Pumping Station RehabilitationSeries 2024000000077 Total$0$0$0 $1,750,000 $15,000,000$0 $16,750,000Deluil Pumping Station Rehabilitation 78 Deluil Pumping Station Rehabilitation Future Bonds$0$0$0$0 $2,000,000$0 $2,000,00079 Deluil Pumping Station Rehabilitation Rates000000080 Deluil Pumping Station Rehabilitation Series 2024000000081 Total$0$0$0$0 $2,000,000$0 $2,000,000Mulberry Pumping Station Rehabilitation82 Mulberry Pumping Station RehabilitationFuture Bonds$0$0$0$0 $1,800,000$0 $1,800,00083 Mulberry Pumping Station RehabilitationRates000000084 Mulberry Pumping Station RehabilitationSeries 2024000000085 Total$0$0$0$0 $1,800,000$0 $1,800,000D-36 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 4 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-29Large Gravity Sewer Cleaning86 Large Gravity Sewer CleaningFuture Bonds$0$0$0$0 $1,500,000$0 $1,500,00087 Large Gravity Sewer CleaningRates00000 1,500,000 1,500,00088 Large Gravity Sewer CleaningSeries 2024000000089 Total$0$0$0$0 $1,500,000 $1,500,000 $3,000,000H. F. Curren Filter Building No. 1 MCC 58A Replacement90 H. F. Curren Filter Building No. 1 MCC 58A ReplacementFuture Bonds$0$0$0$0 $1,500,000$0 $1,500,00091 H. F. Curren Filter Building No. 1 MCC 58A ReplacementRates000000092 H. F. Curren Filter Building No. 1 MCC 58A ReplacementSeries 2024000000093 Total$0$0$0$0 $1,500,000$0 $1,500,000H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements 94 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements Future Bonds$0$0$0$0 $750,000 $40,000,000 $40,750,00095 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements Rates000000096 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements Series 2024000000097 Total$0$0$0$0 $750,000 $40,000,000 $40,750,000Dexter Pumping Station Rehabilitation 98 Dexter Pumping Station Rehabilitation Future Bonds$0$0$0$0$0$0$099 Dexter Pumping Station Rehabilitation Rates00000 2,500,000 2,500,000100 Dexter Pumping Station Rehabilitation Series 20240000000101 Total$0$0$0$0$0 $2,500,000 $2,500,000Ybor Pumping Station Automatic Bar Screen102 Ybor Pumping Station Automatic Bar ScreenFuture Bonds$0$0$0$0$0$0$0103 Ybor Pumping Station Automatic Bar ScreenRates00000 3,000,000 3,000,000104 Ybor Pumping Station Automatic Bar ScreenSeries 202411,61000000 11,610105 Total$11,610$0$0$0$0 $3,000,000 $3,011,610Gandy Gardens Pumping Station Rehabilitation 106 Gandy Gardens Pumping Station Rehabilitation Future Bonds$0$0$0$0$0$0$0107 Gandy Gardens Pumping Station Rehabilitation Rates00000 1,250,000 1,250,000108 Gandy Gardens Pumping Station Rehabilitation Series 20240000000109 Total$0$0$0$0$0 $1,250,000 $1,250,000D-37 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 5 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-29Other Major Improvements110 109th Avenue Pumping Station RehabilitationSeries 2024 $2,201,000$0$0$0$0$0 $2,201,000111 Adalee Pumping Station RehabilitationSeries 2024 1,046,50000000 1,046,500112 Ballast Point Pumping Station RehabilitationSeries 2024 154,71300000 154,713113 Bayshore Pumping Station Pump AdditionSeries 2024 11,998,37000000 11,998,370114 Citywide Wastewater Collection Systems RepairSeries 2024 4,271,37200000 4,271,372115 Comprehensive Infrastructure for Tampa's Neighborhoods, Phase ISeries 20244,000000004,000116 Dayflower Pumping Station RehabilitationSeries 202467,00000000 67,000117 Dazzo Pumping Station RehabilitationSeries 2024 1,271,50000000 1,271,500118 Downtown Interchange Wastewater Collection System Rehabilitation by CIPP LiningSeries 2024 930,74600000 930,746119 Executive Park Gravity Sewer ReplacementSeries 2024 124,78100000 124,781120 Golfview Gravity Sewer Rehabilitation by CIPP liningSeries 2024 543,82400000 543,824121 Gunlock Pumping Station Generator Addition and Electrical UpgradesSeries 2024 650,50000000 650,500122 H. F. Curren Denitrification Filter Building UpgradesSeries 20246,503000006,503123 H. F. Curren Final Sedimentation Tanks 1-6 Process Air Piping ReplacementSeries 2024 738,53900000 738,539124 H. F. Curren New Filter Building PLC ReplacementSeries 2024 172,53600000 172,536125 H. F. Curren Sludge Dewatering Facility Rehabilitation Design ServicesSeries 202490,65200000 90,652126 H. F. Curren Standby Power System ImprovementsSeries 2024 110,24300000 110,243127 H. F. Curren Miscellaneous Concrete RepairSeries 202410,27400000 10,274128 Harbour Island Force Main ReplacementSeries 2024 350,00000000 350,000129 Howard F. Curren Chemical Unloading Train RailSeries 202473,72500000 73,725130 Idlewild Pumping Station Collection System Gravity Rehabilitation by CIPP LiningSeries 2024 594,86300000 594,863131 Kirby Street Force Main and Gomez Pumping Station Force Main ImprovementsSeries 2024 2,236,22000000 2,236,220132 Krause Pumping Station Standby GeneratorSeries 202412,75800000 12,758133 Lemon St – Gray St Trunk Sewer RehabilitationSeries 202494,04000000 94,040134 Manhole RehabilitationSeries 2024 119,09700000 119,097135 Miscellaneous Wastewater System Replacement/RelocationSeries 202422,34200000 22,342136Nebraska Avenue Gravity Sewer Rehabilitation by CIPP Lining – Busch Boulevard to Fowler AvenueSeries 2024 580,17600000 580,176137Ola Avenue between MLK Boulevard and 7th Avenue Collections System Rehabilitation by CIPP LiningSeries 2024 1,516,53400000 1,516,534138 Parke East and Idlewild Pumping Stations RehabilitationSeries 2024 1,801,30000000 1,801,300139 Prescott Pumping Station RehabilitationSeries 2024 3,089,23300000 3,089,233140 Ridgewood Collection System CIPP LiningSeries 2024 109,45400000 109,454141 Virginia Pumping Station RehabilitationSeries 202411,48600000 11,486142 West Riverside Heights Gravity Sewer Rehabilitation by CIPP LiningSeries 2024 986,79800000 986,798143Westshore Boulevard Gravity Sewer Rehabilitation by CIPP Lining - Gandy Boulevard to Cleveland StreetSeries 2024 997,61400000 997,614144 Howard F Curren AWTP North Parking Lot ExpansionRates45,91200000 45,912145 Total$37,034,606$0$0$0$0$0 $37,034,606Cost Allocation146 Cost AllocationFuture Bonds$0 $1,909,737$0$0$0$0 $1,909,737147 Cost AllocationRates0 821,590 6,000,000 6,250,000 6,500,000 6,750,000 26,321,590148 Cost AllocationSeries 2024 3,716,26100000 3,716,261149 Total$3,716,261 $2,731,327 $6,000,000 $6,250,000 $6,500,000 $6,750,000 $31,947,588D-38 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 6 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-29Plan of Finance Adjustments150 Projects Allocated to Future BondsFuture Bonds$0 ($66,526,825) ($65,112,500) ($39,644,100) ($71,050,000) ($53,550,000) ($295,883,425)151 Future Project Costs - Series 2026Series 20260 66,526,8250000 66,526,825152 Future Project Costs - Series 2027Series 202700 65,112,500000 65,112,500153 Future Project Costs - Series 2028Series 2028000 39,644,10000 39,644,100154 Future Project Costs - Series 2029Series 20290000 71,050,0000 71,050,000155 Future Project Costs - Series 2030Series 203000000 53,550,000 53,550,000156 Adjustments to Operating Reserve FundOp Res0 40,000,000 20,000,000000 60,000,000157 Adjustments to Construction Fund [2]Construction0 5,280,000 5,280,000 5,280,000 5,280,000 5,280,000 26,400,000158 Adjustments to Rate Funded Capital / Additional Pay-go [2]Rates0 (45,280,000) (25,280,000) (5,280,000) (5,280,000) (5,280,000) (86,400,000)159 Total$0$0$0$0$0$0$0160Total Wastewater CIP Projects$130,358,328 $199,391,610 $125,750,000 $71,500,000 $86,300,000 $85,500,000 $698,799,938Other Capital Expenditures161 Operating CapitalRates $5,544,470 $3,974,653 $3,214,600 $3,291,750 $3,370,752 $3,534,490 $22,930,715Incremental Non-Personnel Operating CapitalRates0000000162 Budget ReserveRates0000000163Total Other Capital Expenditures$5,544,470 $3,974,653 $3,214,600 $3,291,750 $3,370,752 $3,534,490 $22,930,715164Total Wastewater System Capital Expenditures$135,902,798 $203,366,263 $128,964,600 $74,791,750 $89,670,752 $89,034,490 $721,730,653D-39 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 7 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 202420252026202720282029 Total FY24-29Funding Source Summary165 Capital Funded from Rates (Use of Reserves)Op Res$0 $40,000,000 $20,000,000$0$0$0 $60,000,000166 Capital Funded from Rates (Current Year Revenues)Rates6,764,121 27,240,757 23,572,100 29,867,650 13,340,752 30,204,490 130,989,870167 Wastewater Capital Construction Fund (Use of Reserves)Construction0 69,598,681 20,280,000 5,280,000 5,280,000 5,280,000 105,718,681168 Proposed Future Senior Lien Debt 1 - Series 2024Series 2024 129,138,67700000 129,138,677169 Proposed Future Senior Lien Debt 2 - Series 2025Series 20250000000170 Proposed Future Senior Lien Debt 3 - Series 2026Series 20260 66,526,8250000 66,526,825171 Proposed Future Senior Lien Debt 4 - Series 2027Series 202700 65,112,500000 65,112,500172 Proposed Future Senior Lien Debt 5 - Series 2028Series 2028000 39,644,10000 39,644,100173 Proposed Future Senior Lien Debt 6 - Series 2029Series 20290000 71,050,0000 71,050,000174 Proposed Future Senior Lien Debt 7 - Series 2030Series 203000000 53,550,000 53,550,000175Total Funding Sources$135,902,798 $203,366,263 $128,964,600 $74,791,750 $89,670,752 $89,034,490 $721,730,653Footnotes:[1] Amounts provided by City staff on or about 08/07/2024.[2] Adjustments based on budgeted construction fund reserves allocated to fund a portion of the capital plan.D-40 APPENDIX E FINANCIAL FEASIBILITY REPORT [THIS PAGE INTENTIONALLY LEFT BLANK] FINANCIAL FEASIBILITY REPORT Water and Wastewater Systems Revenue Bonds, Series 2024 Appendix E Final Report / September 17, 2024 CITY OF TAMPA E-1 341 N. Maitland Avenue, Suite 300, Maitland, FL 32751 www.raftelis.com September 17, 2024 The Honorable Mayor and Members of the City Council City of Tampa 306 E. Jackson Street Tampa, FL 33602 Subject: Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 Ladies and Gentlemen: Presented herein is our financial feasibility report for inclusion in the Official Statement that summarizes our analyses, studies and conclusions with regard to the proposed issuance by the City of Tampa, Florida (the “City”) of approximately $234.4 million[1] aggregate par amount of its Water and Wastewater Systems Revenue Bonds, Series 2024 (the “Series 2024 Bonds”). The City plans to issue the Series 2024 Bonds to: i) finance and/or reimburse the costs of certain capital improvements to the City’s Water and Wastewater Systems (the “System”) in order to improve the health, safety and welfare of the City’s inhabitants, such capital improvements being generally described as the “Series 2024 Project”; and ii) pay certain costs and expenses relating to the issuance and sale of the Series 2024 Bonds. After considering an estimated bond premium of $27.8 million and issuance costs, the Series 2024 Bonds are projected to fund approximately $259.8 million of capital improvements. The 2024 Bonds are being issued pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly, Chapter 166, Florida Statutes, the municipal charter of the City and other applicable provisions of law (collectively, the “Act”), and Resolution No. 88-1435, adopted by the City Council (the “Council”) on August 4, 1988, as amended and supplemented (the “Original Bond Resolution”), and as particularly amended and restated in its entirety by Resolution No. 2011-609 adopted by the City Council on August 18, 2011, as it may be amended and supplemented from time to time, and as particularly supplemented by a resolution adopted by the City Council on September 5, 2024 (collectively the “Bond Resolution”). The Series 2024 Bonds are being issued pursuant to the Bond Resolution, therefore capitalized undefined terms referenced herein shall have the same meaning as ascribed thereto in the Bond Resolution. The Series 2024 Bonds are being issued on a parity (except as otherwise provided in the Bond Resolution) together with the Water and Sewer Systems Refunding Revenue Bonds, Series 2015 (the “Series 2015 Bonds”), the Water and Wastewater Systems Revenue Bond, Series 2016 (the “Series 2016 Bond”), the Water and Wastewater Systems Revenue Bonds, Series 2020A (the “Series 2020A Bonds”), the Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B (the “Series 2020B Bonds”), and the Water and Wastewater Systems Revenue Bonds, Series 2022A (Green Bonds) and Water and Wastewater Systems Revenue Bonds, Series 2022B (collectively, the “Series 2022 Bonds,” and together with the Series 2015 Bonds, the Series 2016 Bond, the Series 2020A Bonds and [1] Preliminary estimate provided August 13, 2024; subject to change. E-2 The Honorable Mayor and Members of the City Council City of Tampa September 17, 2024 Page 2 the Series 2020B Bonds, collectively referred to herein as the “Parity Bonds”). The Parity Bonds and any Additional Bonds hereafter issued pursuant to the Bond Resolution (including the Series 2024 Bonds) are collectively referred to as the “Bonds.” The primary purpose of this report is to summarize our estimates of the financial projections of the System including funding of the capital improvement projects identified by the City. As such, this report includes, among other things, discussions of: i) projected sales, customer growth and revenues; ii) the schedule of currently adopted rates and fees for utility service; iii) capital improvement projects and anticipated funding sources; and iv) overall historical and projected System financial operating results. The forecast of financial operating results includes projections of the System’s ability to meet the rate covenant requirements of the Bond Resolution. Raftelis Financial Consultants, Inc. (“Raftelis”) does not offer any opinion as to: i) the general condition of the System and compliance with regulations imposed by various agencies upon the System; and ii) the reasonableness of the estimated costs of the improvements anticipated to be funded during the period commencing October 1, 2023 through September 30, 2029 (the “Forecast Period”) (please refer to Appendix D, Consulting Engineer’s Report). The financial projections in this report, associated with the issuance of the Series 2024 Bonds, were based on discussions with and information provided by the management of the City, as well as certain assumptions and analyses made by us with respect to such financial projections. Our report includes a summary of our opinions and conclusions regarding the financial projections as well as the System’s ability to meet the debt service requirements of the System and the rate covenant in the Bond Resolution. Such opinions and conclusions are subject to the assumptions and considerations identified in the report and information obtained during preparation of the report. As such, this report should be read in its entirety with respect to such projections. Conclusions Based upon the principal considerations and assumptions and the results of our studies and analyses, as summarized in this report, which should be read in its entirety in conjunction with the following, we are of the opinion that: 1. The projected growth in System revenues for the Forecast Period is based on the adopted water and wastewater rates through Fiscal Year ending September 30, 2029. Please refer to the pages beginning on page 3 of this report for a detailed explanation of the City’s adopted rates. A 0.5% annual increase in revenue for customer growth was assumed for the Water and Wastewater Systems during the Forecast Period. The projected growth in System customers and applicable usage during the Forecast Period for the System represents reasonable and attainable projections based on discussions with the City and on recent trends in customers served / billed. 2. The projected Operating Expenses reflect the City’s current wage and salary plan and inflationary allowances for other Operating Expenses and as such represent reasonable and attainable projections based on discussions with the City and on recent trends in customers served/billed. 3. The Gross Revenues for the Forecast Period under the City adopted rates and charges should be sufficient to pay all projected Operating Expenses of the System, pay the estimated Annual Debt Service on all Bonds (including the Series 2024 Bonds and any Additional Bonds assumed for the Forecast Period), pay the E-3 The Honorable Mayor and Members of the City Council City of Tampa September 17, 2024 Page 3 Subordinated Indebtedness including the FDEP Loans, make all additional deposits as required by the Bond Resolution, and meet the rate covenant of the Bond Resolution. 4. The projected debt service coverage of the System as presented in this report should be in compliance with the rate covenant contained in the Bond Resolution and with respect to Subordinated Indebtedness including the FDEP Loans. The forecast of projected operating results is considered by Raftelis as being reasonable and attainable and provides a basis for the City to meet the rate covenant as delineated in the Bond Resolution. A summary of the assumptions and considerations relied upon in the development of the forecast of projected operating results are included herein. This report summarizes the results of our studies and analyses up to the date of this report. Prospective purchasers of the Series 2024 Bonds should not rely upon the information contained in this report for a current description of any matters set forth herein as of any date subsequent to the date of this report. Raftelis did not perform an audit of the financial books and records of the System, but relied upon information, assumptions, and projections provided by City staff and others. There will usually be differences between the forecast and actual results, because events and circumstances frequently do not occur as expected. Those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. Respectfully submitted, RAFTELIS FINANCIAL CONSULTANTS, INC. Henry L. Thomas Vice President, Project Director Murray M. Hamilton, Jr. Vice President, Project Manager MMH/dlc Attachments E-4 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 Table of Contents | i CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 TABLE OF CONTENTS Title Page No. Letter of Transmittal Table of Contents ..................................................................................................................................... i List of Tables ........................................................................................................................................... iii INTRODUCTION ................................................................................................................................... 1 GENERAL .............................................................................................................................................. 2 RATES, FEES, AND CHARGES ............................................................................................................ 3 General ............................................................................................................................................. 3 Water and Wastewater Rates ............................................................................................................. 3 Monthly Water and Wastewater Rates ....................................................................................... 4 Reclaimed Water Fees ............................................................................................................... 6 Water Meter Installation and Connection Charges ...................................................................... 7 Water and Wastewater Service Deposits ..................................................................................... 8 Water and Wastewater Connection Fees .................................................................................... 8 Miscellaneous Service Charges ................................................................................................... 9 Rate Comparisons ..................................................................................................................... 11 HISTORICAL AND PROJECTED CUSTOMERS AND SALES ........................................................... 13 Existing Customer Profile ................................................................................................................. 13 Historical and Projected Customers and Sales ................................................................................... 13 Temporary Wholesale Wastewater Service ................................................................................ 15 Prospective Sale of Palm River Service Area .............................................................................. 15 Ten Largest Customers of the Water and Wastewater Systems .......................................................... 20 CAPITAL IMPROVEMENTS PROGRAM ............................................................................................ 21 Capital Project Summary .................................................................................................................. 21 Funding Sources for Capital Program ............................................................................................... 25 E-5 CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 TABLE OF CONTENTS (cont’d.) Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 Table of Contents | ii HISTORICAL OPERATING RESULTS ................................................................................................ 25 General ............................................................................................................................................ 25 Summary of Historical Operating Results .......................................................................................... 26 Issuance of Additional Bonds ........................................................................................................... 29 PROJECTED OPERATING RESULTS ................................................................................................. 29 General ............................................................................................................................................ 29 Principal Considerations and Assumptions ....................................................................................... 30 Summary of Projected Operating Results .......................................................................................... 38 CONCLUSIONS .................................................................................................................................... 41 E-6 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 List of Tables | iii CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 LIST OF TABLES Table No. Description 1 Comparison of Typical Monthly Residential Bills for Water Service 2 Comparison of Typical Monthly Residential Bills for Wastewater Service 3 Comparison of Typical Monthly Residential Bills for Water and Wastewater Service 4 Summary of Projected Gross Revenues 5 Projected Water System Capital Improvement Program 6 Projected Wastewater System Capital Improvement Program 7 Historical Operating Results and Debt Service Coverage 8 Projected Operating Results and Debt Service Coverage 9 Development of Projected Interest Income on Water System Funds 10 Development of Projected Interest Income on Wastewater System Funds 11 Summary of Water and Wastewater System Project Working Capital Balances 12 Summary of Water Operating Budgets for Fiscal Years 2024 and 2025 13 Projected Water System Cost of Operation and Maintenance Expenses 14 Summary of Water System Cost Escalation Attributes 15 Summary of Wastewater Operating Budgets for Fiscal Years 2024 and 2025 16 Projected Wastewater System Cost of Operation and Maintenance Expenses 17 Summary of Wastewater System Cost Escalation Attributes 18 Projected Water System Debt Service Payments 19 Summary of Debt Service Sizing and Payments for the Water System 20 Projected Wastewater System Debt Service Payments 21 Summary of Debt Service Sizing and Payments for the Wastewater System 22 Summary of Combined Water and Wastewater System Debt Service Payments 23 Summary of Projected System Cash Flow and Working Capital Balances E-7 CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 LIST OF TABLES (cont’d.) Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 List of Tables | iv Table No. Description 24 Summary of Projected Water Rate Revenues 25 Summary of Projected Wastewater Rate Revenues 26 Projection of Other Water Revenues 27 Projection of Other Wastewater Revenues E-8 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 1 CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 Introduction This financial feasibility report summarizes our analyses, studies, and conclusions with regard to the proposed issuance by the City of Tampa, Florida (the “City”) of approximately $234.4 million[1] aggregate par amount of Water and Wastewater Systems Revenue Bonds, Series 2024 (the “Series 2024 Bonds”). The City plans to issue the Series 2024 Bonds to: i) finance and/or reimburse the costs of certain capital improvements in order to improve the health, safety and welfare of the City’s inhabitants, such capital improvements being generally described as the “Series 2024 Project”; and ii) pay certain costs and expenses relating to the issuance and sale of the Series 2024 Bonds. After considering an estimated bond premium of $27.8 million and issuance costs, the Series 2024 Bonds are projected to fund approximately $259.8 million of capital improvements. The 2024 Bonds are being issued pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly, Chapter 166, Florida Statutes, the municipal charter of the City and other applicable provisions of law (collectively, the “Act”), and Resolution No. 88-1435, adopted by the City Council (the “Council”) on August 4, 1988, as amended and supplemented (the “Original Bond Resolution”), and as particularly amended and restated in its entirety by Resolution No. 2011-609 adopted by the City Council on August 18, 2011, as it may be amended and supplemented from time to time, and as particularly supplemented by a resolution adopted by the City Council on September 5, 2024 (collectively the “Bond Resolution”). The Series 2024 Bonds are being issued pursuant to the Bond Resolution. For a more complete description of the Bond Resolution please refer also to the Official Statement, including Appendix C – Form of Bond Resolution. Capitalized undefined terms used in this report shall have the meanings ascribed thereto in the Bond Resolution. The Series 2024 Bonds are being issued on a parity (except as otherwise provided in the Bond Resolution) together with the Water and Sewer Systems Refunding Revenue Bonds, Series 2015 (the “Series 2015 Bonds”), the Water and Wastewater Systems Revenue Bond, Series 2016 (the “Series 2016 Bond”), the Water and Wastewater Systems Revenue Bonds, Series 2020A (the “Series 2020A Bonds”), the Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B (the “Series 2020B Bonds”), and the Water and Wastewater Systems Revenue Bonds, Series 2022A (Green Bonds) and Water and Wastewater Systems Revenue Bonds, Series 2022B (collectively, the “Series 2022 Bonds,” and together with the Series 2015 Bonds, the Series 2016 Bond, the Series 2020A Bonds and the Series 2020B Bonds, collectively referred to herein as the “Parity Bonds”). The Parity Bonds and any Additional Bonds hereafter issued pursuant to the Bond Resolution (including the Series 2024 Bonds) are collectively referred to as the “Bonds.” The primary purpose of this report is to present historical and projected operating results of the City of Tampa’s Water and Wastewater Systems (collectively, the “System”), including the anticipated ability of the System to meet the rate covenant requirements as set forth in the Bond Resolution for the period commencing October 1, 2023 through September 30, 2029 (the “Forecast Period”). Raftelis Financial Consultants, Inc. (“Raftelis”) was [1] Preliminary estimate provided August 13, 2024; subject to change. E-9 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 2 responsible for the review and summation of historical financial information and the preparation of the projected financial operating results, including the projections of customer and sales revenues, operating expenses, capital funding, and other components of the projected operating results. As a recognized utility management consulting firm serving publicly owned and not-for-profit utility systems nationwide, Raftelis specializes in the development of rates, charges and financial projections for utility systems. The firm has been involved in numerous utility financings that have involved the preparation of financial forecasts on behalf of local governments and utility corporations nationwide that issue utility revenue bonds secured for repayment by the revenues of such utility and has served as the City’s utility rate and financial feasibility consultant for more than 20 years. Raftelis does not offer any opinion as to the general condition of the System, compliance with regulations imposed by various agencies upon the operation of the System, the impact of potential future regulatory requirements or the estimated cost of the various capital improvements to be funded from System operations as referenced in this report (please refer to Appendix D, Consulting Engineer’s Report). In preparation of this report, Raftelis has relied upon financial, statistical, and operational data provided by the City that has been derived from operating and financial reports and records prepared and provided by the City, including information contained in the Annual Comprehensive Financial Reports (“ACFR”) prepared and published by the City. While we believe the sources of such information, assumptions, and projections to be reasonable for the purposes of this report, we offer no assurances with respect thereto. There will usually be differences between the forecast and actual results, because events and circumstances frequently do not occur as expected. Those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. General The City of Tampa is a municipal corporation of the State of Florida governed by the State Constitution, the general laws of the State of Florida, and the current Charter of the City of Tampa originally adopted in 1975 as subsequently amended from time to time. The City is the largest city in Hillsborough County (the “County”), is the County seat and is the third most populous city in Florida. Based on information provided by the City, the City’s resident population was approximately 403,364. During the Fiscal Year ended September 30, 2023 (the most recently completed Fiscal Year of the City whereby the Fiscal Year encompasses the 12-month period October 1 through September 30), the City provided service to approximately 131,452 average water accounts and approximately 107,252 average wastewater accounts. The City’s customers consist of residential, non-residential/mixed use, and irrigation, which are located both within and outside the City limits. The remainder of this report provides a summary of the existing rates, fees and charges for water and wastewater service rendered by the City, a discussion of the recent historical and projected customer statistics, a presentation of the capital improvement funding plan identified by City management, and a discussion of the historical and projected financial operating results of the System. (Remainder of page intentionally left blank) E-10 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 3 Rates, Fees, and Charges GENERAL As previously mentioned, the Series 2024 Bonds will be issued pursuant to the Bond Resolution. The presentation of the future ability to meet the rate covenant as reflected in this report is based on the provisions of the Bond Resolution. The Bond Resolution identifies the debt service coverage requirements (rate covenant), generally, as follows: “The City covenants to fix, establish, maintain, and collect such rates, fees, and charges for the product, services and facilities of the System, and to revise the same from time to time whenever necessary, so that the Net Revenues when combined with Connection Fees (also known as impact fees) will be sufficient in each Fiscal Year to provide: (a) 120% of the Annual Debt Service becoming due in each Fiscal Year; provided: i) Net Revenues shall be adequate at all times to pay 100% of (A) the Annual Debt Service becoming due in such Fiscal Year, (B) any amounts required to be deposited into the Reserve Account, if any, and (C) any amounts required to be repaid to the Water Connection Fees Fund and Wastewater Connection Fees Fund in accordance with the provisions of Sections 4.07(A) and 4.08(A) of the Bond Resolution.” WATER AND WASTEWATER RATES The rates for water and wastewater service are set by the City Council; the establishment of rates is not under the jurisdiction of the Florida Public Service Commission (“FPSC”). The existing rates for the System were established by Resolution Nos. 2019-694 and 2019-695 (the “Rate Resolution”), respectively as approved by the City Council on September 5, 2019, resulting in a series of annual rate adjustments through October 1, 2039. The previously adopted Fiscal Year ending September 30, 2024 rates (the “2024 Utility Rates”) were effective October 1, 2023. Subsequent water and wastewater rates have been adopted by the City Council pursuant to the Rate Resolution and were assumed to be effective on and after October 1 of each subsequent year during the Forecast Period. The 2024 Utility Rates charged to the City’s customers for water service include: i) a volumetric or usage charge that is based on metered water consumption where such charge increases at certain usage intervals (blocks); and ii) a minimum monthly charge based on the customer’s meter size. For the wastewater service, residential customers pay a usage charge based on metered water consumption limited by a sewer maximum amount (a sewer cap), which is based on each customer’s historic usage relationships. Non-residential customers pay a wastewater usage charge based on 100% of metered water usage. The City measures water usage and bills for such usage in units equal to 100 cubic feet of water (“CCF”), which is equivalent to 748 gallons of water. Beginning with the adoption of the Rate Resolution, the City established a monthly base charge for water and wastewater service. The adopted monthly base charges that were effective on and after October 1, 2023 equal $6.00 per month per equivalent residential unit (“ERU”) or metered connection for each utility service or $12.00 a month for a typical single-family residential customer with water and wastewater service. The monthly base charges for water and wastewater service as adopted, will increase by $1.00 per ERU per fiscal year through October 1, 2033 when the adopted monthly base charges shall equal $16.00 per ERU for each utility service, or $32.00 per combined water and wastewater services. The monthly base charge is also applicable to any separately metered irrigation service. E-11 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 4 For a complete schedule of monthly rates for service adopted through October 1, 2039, please refer to the Rate Resolution, which includes Resolution Nos. 2019-694 and 2019-695. The following tables provide a summary of the adopted water and wastewater rates of the City that will be in effect for the Forecast Period, which includes the 2024 Utility Rates and the adopted monthly base charges and consumption rates that will be effective on or after October 1, 2024 (through Fiscal Year 2029): Monthly Water and Wastewater Rates Proposed Monthly Base Charges Adopted Rates – Effective On and After Description 10/1/2023 10/1/2024 10/1/2025 10/1/2026 10/1/2027 10/1/2028 WATER SYSTEM [1] Residential – Inside City Per Account $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 Apartment – Inside City Per Unit $4.50 $5.25 $6.00 $6.75 $7.50 $8.25 All Other Classes – Inside City Meter Sizes: 5/8” Meter $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 1” Meter 15.00 17.50 20.00 22.50 25.00 27.50 1.5” Meter 30.00 35.00 40.00 45.00 50.00 55.00 2” Meter 48.00 56.00 64.00 72.00 80.00 88.00 3” Meter 90.00 105.00 120.00 135.00 150.00 165.00 4” Meter 150.00 175.00 200.00 225.00 250.00 275.00 6” Meter 300.00 350.00 400.00 450.00 500.00 550.00 8” Meter 480.00 560.00 640.00 720.00 800.00 880.00 10” Meter 690.00 805.00 920.00 1,035.00 1,150.00 1,265.00 12” Meter 1,290.00 1,505.00 1,720.00 1,935.00 2,150.00 2,365.00 WASTEWATER SYSTEM [2] Residential – Inside City Per Account $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 Apartment – Inside City Per Unit $4.50 $5.25 $6.00 $6.75 $7.50 $8.25 Table continued on following page. E-12 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 5 Proposed Monthly Base Charges (cont’d.) Adopted Rates – Effective On and After Description 10/1/2023 10/1/2024 10/1/2025 10/1/2026 10/1/2027 10/1/2028 WASTEWATER SYSTEM [2] (cont’d.) All Other Classes – Inside City Meter Sizes: 5/8” Meter $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 1” Meter 15.00 17.50 20.00 22.50 25.00 27.50 1.5” Meter 30.00 35.00 40.00 45.00 50.00 55.00 2” Meter 48.00 56.00 64.00 72.00 80.00 88.00 3” Meter 90.00 105.00 120.00 135.00 150.00 165.00 4” Meter 150.00 175.00 200.00 225.00 250.00 275.00 6” Meter 300.00 350.00 400.00 450.00 500.00 550.00 8” Meter 480.00 560.00 640.00 720.00 800.00 880.00 10” Meter 690.00 805.00 920.00 1,035.00 1,150.00 1,265.00 12” Meter 1,290.00 1,505.00 1,720.00 1,935.00 2,150.00 2,365.00 [1] Water rates for outside City customers are approximately, but not more than, 1.25 times the inside City Rate. [2] Wastewater rates for outside City customers are approximately, but not more than, 1.25 times the inside City Rate. Existing and Proposed Consumption Rates Water Pricing Tiers Adopted Rates per CCF – Effective On and After Description Lower Limit (CCF) Upper Limit (CCF) 10/1/2023 10/1/2024 10/1/2025 10/1/2026 10/1/2027 10/1/2028 WATER SYSTEM [1] Residential – Inside City All Meter Sizes – Tier 0 0 - 5 $3.02 $3.35 $3.55 $3.59 $3.63 $3.67 All Meter Sizes – Tier 1 6 - 13 $3.52 $3.91 $4.14 $4.18 $4.22 $4.26 All Meter Sizes – Tier 2 14 - 26 $5.92 $6.57 $6.96 $7.03 $7.10 $7.17 All Meter Sizes – Tier 3 27 - 46 $7.88 $8.75 $9.28 $9.37 $9.46 $9.55 All Meter Sizes – Tier 4 Above - 46 $9.10 $10.10 $10.71 $10.82 $10.93 $11.04 Apartment – Inside City All Meter Sizes – Tier 0 0 - 2 $3.02 $3.35 $3.55 $3.59 $3.63 $3.67 All Meter Sizes – Tier 1 3 - 6 $3.52 $3.91 $4.14 $4.18 $4.22 $4.26 All Meter Sizes – Tier 2 7 - 12 $5.92 $6.57 $6.96 $7.03 $7.10 $7.17 All Meter Sizes – Tier 3 13 - 21 $7.88 $8.75 $9.28 $9.37 $9.46 $9.55 All Meter Sizes – Tier 4 Above - 21 $9.10 $10.10 $10.71 $10.82 $10.93 $11.04 Table continued on following page. E-13 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 6 Existing and Proposed Consumption Rates (cont’d.) Water Pricing Tiers Adopted Rates per CCF – Effective On and After Description Lower Limit (CCF) Upper Limit (CCF) 10/1/2023 10/1/2024 10/1/2025 10/1/2026 10/1/2027 10/1/2028 WATER SYSTEM [1] (cont’d.) All Other Classes – Inside City All Meter Sizes – Tier 1 0 - Threshold $3.52 $3.91 $4.14 $4.18 $4.22 $4.26 All Meter Sizes – Tier 2 Threshold - 2 times Threshold $5.92 $6.57 $6.96 $7.03 $7.10 $7.17 All Meter Sizes – Tier 3 2 times Threshold - 3.5 times Threshold $7.88 $8.75 $9.28 $9.37 $9.46 $9.55 All Meter Sizes – Tier 4 Above - 3.5 times Threshold $9.10 $10.10 $10.71 $10.82 $10.93 $11.04 WASTEWATER SYSTEM [2] Residential – Inside City All Meter Sizes All Metered Water Use $5.46 $5.62 $5.79 $5.96 $6.14 $6.32 Based on Seasonal Cap per Customer [3] $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Apartments – Inside City All Meter Sizes; All Metered Water Use All Metered Water Use $5.46 $5.62 $5.79 $5.96 $6.14 $6.32 All Other Classes – Inside City All Meter Sizes; All Metered Water Use All Metered Water Use $5.46 $5.62 $5.79 $5.96 $6.14 $6.32 [1] Water rates for outside City customers are approximately, but not more than, 1.25 times the inside City Rate. For a complete list of water use thresholds, please refer to Resolution No. 2005-1165. [2] Wastewater rates for outside City customers are approximately, but not more than, 1.25 times the inside City Rate. [3] For residential service, the City limits the usage charged based on metered water use equal to the sewer maximum amount. This value is calculated uniquely for each residential account but averages approximately five (5) CCF per month. CCF equals 100 cubic feet of water, which is equivalent to 748 gallons. Reclaimed Water Fees The City makes reclaimed water available to residents and businesses in parts of the South Tampa area for irrigation and industrial purposes. The current usage rate is $1.20 per CCF pursuant to Resolution No. 2007-752, which was adopted by the City Council on August 9, 2007 and became effective on the first billing cycle in October 2007. In addition to the usage rate, customers pay an application fee and meter installation fee at the initiation of reclaimed water service. The current fees are shown in the table below: (Remainder of page intentionally left blank) E-14 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 7 Existing Reclaimed Water Fees Meter Size Application Fee Meter Installation 5/8” × 3/4”, 3/4” $15 $375 1” 15 445 1-1/2” 70 695 2” 70 890 Water Meter Installation and Connection Charges The City has adopted a schedule for water meter installation and meter connection service charges in order to recover the cost of physically connecting water customers to the System’s potable water utility facilities (the “Water System”) and to recover distribution system costs. The charges are based on the customer’s peak flow rate and/or meter size to recognize differences in the cost of materials such as meters, or the amount of time generally spent on the installation of the service and capacity of the distribution system. In addition to water meter connection and installation charges, the City also charges an application fee. These charges are considered to be other operating revenues and are not considered Water Connection Fees (also known as water impact fees or water capacity fees) for purposes of the Bond Resolution. The current charges as adopted pursuant to Resolution No. 2005-1165 are as follows: Water Application and Meter Installation Charges Meter Size Peak Flow Rate (gpm) Application Fee Meter Installation 5/8” × 3/4”, 3/4” 0 – 20 $50 $665 1” 21 – 50 50 715 1-1/2” 51 – 100 70 990 2” 101 – 160 70 1,035 Water Meter Connection Charges Meter Specifications Buildings Existing Prior to 10/1/97 New Construction Size Flow Rate (gpm) Inside City Outside City Inside City Outside City 3/4” 0 – 20 $2,800 $2,800 $2,800 $3,500 1” 21 – 50 7,000 7,000 7,000 8,750 1-1/2” 51 – 75 10,500 10,500 10,500 13,125 1-1/2” 76 – 100 14,000 14,000 14,000 17,500 2” 101 – 125 17,500 17,500 17,500 21,000 2” 126 – 150 21,000 21,000 21,000 26,250 2” or 3” 151 – 200 28,000 28,000 28,000 35,000 3” 201 – 300 42,000 42,000 42,000 52,500 3” or 4” 301 – 500 70,000 70,000 70,000 87,500 4” 501 – 750 105,000 105,000 105,000 131,250 4” 751 – 1,000 140,000 140,000 140,000 175,000 6” 1,001 – 1,500 210,000 210,000 210,000 262,500 6” or 8” 1,501 – 3,000 420,000 420,000 420,000 525,000 E-15 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 8 Water and Wastewater Service Deposits The current schedule of initial customer deposits for water and wastewater service is pursuant to Resolution No. 2005-863 adopted by the City Council on July 21, 2005, and is shown in the table below: Customer Deposits for Water and Sewer Service Metered Service Meter Size Water Wastewater 5/8” $45.00 $45.00 1” 60.00 60.00 1-1/2” 105.00 105.00 2” 150.00 150.00 3” 300.00 300.00 4” 450.00 450.00 6” 900.00 900.00 8” 1,500.00 1,500.00 Unit Count Unmetered Sanitary Sewer Service per Number of Units 1 $45.00 2 – 10 60.00 11 – 100 105.00 101 – 200 150.00 201 – 400 300.00 401 – 600 450.00 601 – 800 600.00 Over 800 900.00 Other: Service Stations $60.00 Laundromats 70.00 Warehouses 60.00 Water and Wastewater Connection Fees Customers wanting to connect to the System’s water and wastewater utility facilities pay a Connection Fee (also known as an impact fee or a capacity fee) pursuant to the Bond Resolution. This fee is based on the size and number of water meters providing potable water service and pays for capital improvements associated with water and/or wastewater treatment capacity and large transmission pipelines. The City charges all development and/or redevelopment a Connection Fee to recover the allocable capital cost of the water and/or wastewater capacity assigned to such new customer/property. Generally under Florida law, the use of Connection Fees is limited to: i) payment for System expansion-related facilities; or ii) payment of debt service for obligations issued to finance or refinance the acquisition or construction of System expansion-related facilities. Based on discussions with City staff, all of the estimated Connection Fee revenues for the Forecast Period are considered as being legally available to pay E-16 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 9 for System expansion-related debt service. The current Connection Fees as adopted pursuant to Ordinance No. 2020-104 are shown below: Connection Fees Water Connection Fees (Effective March 1, 2023) [1] Non-CIAC Areas, per ERU $1,713 CIAC Areas, per ERU 1,020 Affordable Housing 0 Wastewater Connection Fees (Effective March 1, 2021) [2] Per Wastewater ERU $1,237 Affordable Housing 0 [1] Pursuant to Ordinance No. 2020-104, the current Water Connection Fee became effective March 1, 2023. [2] Pursuant to Ordinance No. 2020-104, the current Wastewater Connection Fee became effective March 1, 2021. Additionally, the City has adopted a schedule for water meter installation and meter connection service charges in order to recover the cost of physically connecting water customers to the System’s potable water utility facilities and to recover distribution system costs. In addition to water meter installation and connection charges, the City also charges an application fee. These charges are considered to be other operating revenues and are not considered Water Connection Fees for purposes of the Bond Resolution. Miscellaneous Service Charges In addition to charging user fees for monthly water and wastewater service, the City also charges fees for certain specifically requested miscellaneous services. The revenues from miscellaneous charges reduce the level of expenditures or revenue requirements funded from user fees. Generally, the miscellaneous fees are based on the specific cost of the services requested. The City’s current miscellaneous service charges are as follows: Water Miscellaneous Fees and Charges Application Fee Connection Fee Annual Service Fee Fire Protection Charges: [1] Fire Flow Rate (gpm): 0 – 50 $70.00 $3,950.00 $10.00 51 – 100 70.00 5,140.00 10.00 101 – 150 70.00 5,990.00 10.00 151 – 300 70.00 7,780.00 30.00 301 – 500 70.00 9,343.00 90.00 501 – 750 70.00 10,994.00 90.00 751 – 1000 70.00 12,255.00 90.00 1001 – 1500 70.00 14,280.00 200.00 Table continued on following page. E-17 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 10 Water Miscellaneous Fees and Charges (cont’d.) Application Fee Connection Fee Annual Service Fee Fire Flow Rate (gpm): (cont’d.) 1501 – 2000 70.00 18,550.00 200.00 2001 – 3000 70.00 18,550.00 10” = 300.00 2001 – 3000 70.00 18,550.00 12” = 500.00 3001 – 4500 70.00 21,616.00 500.00 Meter Charge: Fee Amount 5/8” × 3/4”, 3/4” $115.00 1” 155.00 1-1/2” 310.00 2” 360.00 Service Fees: [2] Day turn-on (at curb lock) $30.00 Account start-up fee 30.00 Removal of curb lock 40.00 Broken curb lock 45.00 Delinquent account collection charge 25.00 Delinquent account collection charge if cut off 45.00 Emergency turn-on/off at owner’s request 40.00 Bad check handling charge (based on amount of check): Up to $50.00 $25.00 $50.01 – $300.00 30.00 $300.01 – $800.00 40.00 $800.01 and over 5.0% of Check Amount Fire Hydrants Rental (annual rate): Inside City $40.00 Outside City 60.00 Meter Testing (by meter size): 5/8” × 3/4”, 3/4”, 1", 1-1/2” and 2” $45.00 3” and 4” 95.00 6” and larger 150.00 Table continued on following page. E-18 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 11 Water Miscellaneous Fees and Charges (cont’d.) Fee Amount Installation of temporary 2” service line on hydrant $60.00 Deposit for temporary 2” service line on hydrant 700.00 Move a temporary 2” line from one location to another 60.00 Daily rental of a temporary 2” line installed on hydrant 2.00 Water rate at a bulk watering station per tank truck: 1 gallon to 2,000 gallons $3.00 2,001 gallons to 5,000 gallons 5.00 5,001 gallons to 10,000 gallons 10.00 [1] As provided in Resolution No. 2005-1165. [2] Service fees pursuant to Resolution No. 2010-896, Resolution No. 2005-1165, and Resolution No. 863. Rate Comparisons Tables 1 through 3 at the end of this report provide a comparison of the monthly cost of providing water and wastewater service for a 5/8-inch × 3/4-inch or smaller water meter at various usage levels calculated under the rates for the System. For comparison purposes, Tables 1 through 3 include a summary of utility bills under the 2024 Utility Rates and all adopted rates for the subsequent years over the Forecast Period. Also included in the comparison are bills calculated under the rates of other neighboring Florida utilities effective on or after July 31, 2024. The monthly bills for the various Florida utilities used for the comparison are exclusive of local taxes. Additionally, for municipally owned utility systems, such utilities may apply to customers located outside the corporate limits of such municipality, a surcharge of up to 25% when compared to the rates for service to customers located within the corporate limits as allowed pursuant to Section 180.191, Florida Statutes. The 5/8-inch × 3/4-inch meter or smaller comparison was prepared for this report since this represents the majority of the System’s water and wastewater residential customers and the majority of the customers for the other utilities reflected in the comparisons. The City’s adopted rates for the average customer usage served by the City through Fiscal Year ending September 30, 2029 as shown on the next page are lower than the current rates charged by most of the other neighboring utilities for the same level of water and wastewater service. A comparison of water and wastewater rates at the monthly consumption level of 6,000 gallons (the average usage of the City’s single-family residential customer is eight (8) CCF or approximately 6,000 monthly gallons) between the City and a group of similar utilities is shown as follows: (Remainder of page intentionally left blank) E-19 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 12 Single Metered Residential Service for a 5/8" or 3/4" Meter at 6,000 Gallons [1] Description Water Wastewater Total City of Tampa [2]: Existing Rates $31.74 $33.30 $65.04 Adopted Rates – FY2025 35.56 35.10 70.66 Adopted Rates – FY2026 38.26 36.95 75.21 Adopted Rates – FY2027 39.58 38.80 78.38 Adopted Rates – FY2028 40.90 40.70 81.60 Adopted Rates – FY2029 42.22 42.60 84.82 Florida Counties: Hillsborough County $42.91 $55.45 $98.36 Manatee County 28.76 65.71 94.47 Miami-Dade County 23.37 45.23 68.60 Pasco County 24.08 62.07 86.15 Pinellas County 36.73 54.98 91.70 Polk County 26.09 75.02 101.11 Sarasota County 39.34 84.95 124.29 Florida Cities: Clearwater $60.69 $75.42 $136.11 Jacksonville (JEA) 20.40 45.96 66.36 Lakeland 24.78 48.55 73.33 Orlando / OUC 16.00 56.88 72.88 Plant City 22.76 58.66 81.42 St. Petersburg 47.90 82.36 130.26 Tallahassee [3] 25.52 69.56 95.08 Temple Terrace 21.83 72.70 94.53 Survey Average $30.74 $63.57 $94.31 [1] Unless otherwise noted, amounts shown reflect residential rates in effect on or after July 31, 2024 and are exclusive of taxes, surcharges or franchise fees, if any, and reflect rates charged for inside the City service area. All rates are as reported by the respective utility. This comparison is intended to show comparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates and charges offered by each listed utility. [2] Amount based on an assumed sewer maximum of 3,700 gallons per month or approximately five (5) CCF gallons. [3] Sewer maximum or cap varies based on actual customer use over a four- (4) month period. An implied cap of approximately 6,000 monthly gallons was used. (Remainder of page intentionally left blank) E-20 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 13 Historical and Projected Customers And Sales EXISTING CUSTOMER PROFILE During the Fiscal Year ended September 30, 2023, the City provided service to approximately 131,452 average water customer accounts and 107,252 average wastewater customer accounts. Based on customer billing data provided by the City, the average number of customers served by service area and customer classification during the Fiscal Year 2023 for the Water and Wastewater Systems is as set forth below: Existing Water and Wastewater Customers and Sales – Fiscal Year Ended September 30, 2023 [1] Water System Wastewater System Customer Class Average Accounts Percent of Total Accounts Sales (CCF) Percent of Total Sales Average Accounts Percent of Total Accounts Billed Units (CCF) Percent of Total Units Inside City Service: Residential 90,159 68.59% 15,306,081 42.98% 81,901 76.36% 5,034,035 22.41% Non-residential / Mixed Use 8,344 6.35% 8,131,732 22.83% 12,760 11.90% 10,299,035 45.85% Irrigation 690 0.52% 417,478 1.17% N/A N/A N/A N/A Total Inside City Service 99,193 75.46% 23,855,291 66.98% 94,661 88.26% 15,333,070 68.26% Outside City Service: Residential 29,230 22.24% 7,314,166 20.54% 10,521 9.81% 683,368 3.04% Non-residential / Mixed Use 2,907 2.21% 4,357,562 12.24% 2,069 1.93% 6,445,804 28.70% Irrigation 123 0.09% 86,266 0.24% N/A N/A N/A N/A Total Outside City Service 32,260 24.54% 11,757,994 33.02% 12,590 11.74% 7,129,172 31.74% Combined City Services: Residential 119,388 90.82% 22,620,247 63.52% 92,423 86.17% 5,717,403 25.45% Non-residential / Mixed Use 11,251 8.56% 12,489,293 35.07% 14,829 13.83% 16,744,839 74.55% Irrigation 813 0.62% 503,744 1.41% N/A N/A N/A N/A Total System 131,452 100.00% 35,613,284 100.00% 107,252 100.00% 22,462,242 100.00% Amounts may not total due to rounding. [1] Amounts estimated based on detailed customer and billing statistics for Fiscal Year ended September 30, 2023 as provided by the City. Based on the rate and billing codes developed by the City, average accounts and sales for apartment complexes are included within the residential class of service for the Water System and as non-residential / mixed use within the Wastewater System. As can be seen above, residential customer accounts represent the predominant class in terms of the number of water and wastewater customers served (approximately 91% of the total water accounts) but reflect approximately 64% of the overall System water requirements. The remaining customers and sales comprise non-residential/mixed use and irrigation as shown in the table above. HISTORICAL AND PROJECTED CUSTOMERS AND SALES The City provided customer billing and statistical reports to summarize the historical customers and sales information for the Water and Wastewater Systems for Fiscal Years Ended September 30, 2019 through and E-21 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 14 including Fiscal Year ended September 30, 2023 (the “Historical Period”), which were compared with the audited revenues reported for each period. As shown below, the City’s water sales increased slightly greater than the number of active customer accounts. On March 1, 2019, the City implemented a new billing system that reorganized the classes of customers within each system and the associated metered services, which allowed the City to begin assessing a minimum monthly base charge per ERU on and after November 1, 2019. The improvements implemented by the City have enhanced the System’s ability to account for active service connections within the utility billing system. Accounts as provided in this report reflect each metered service on or after March 1, 2019 that is subject to a minimum monthly base charge. As such, during this implementation process by the City, account numbers were reduced. The following tabulation summarizes the recent historical Water System customer and sales activity as follows: Historical Water Customers and Sales [1] Fiscal Year Ending September 30, Average Accounts Water Sales (CCF) Average Monthly Consumption Billed per Account (CCF) 2019 [2] 141,324 32,308,357 19.1 2020 129,067 32,443,458 21.0 2021 128,811 34,082,374 22.1 2022 129,721 33,756,518 21.7 2023 131,452 35,613,284 22.6 Annual Average Compounded Growth Rate 2019 to 2023 -1.8% 2.5% 4.3% 2020 to 2023 0.6% 3.2% 2.5% [1] Amounts based on detailed customer and billing statistics as provided by the City. [2] On March 1, 2019, the City implemented a new billing system. (Remainder of page intentionally left blank) E-22 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 15 The following table summarizes the recent customer and billed sales activity for the Wastewater System. Historical Wastewater Customers and Sales [1] Fiscal Year Ending September 30, Average Accounts Billed Flow (CCF) [2] Average Monthly Consumption Billed per Account (CCF) 2019 [3] 107,320 22,259,982 17.3 2020 [4] 105,081 20,212,193 16.0 2021 105,943 21,491,852 16.9 2022 106,511 21,709,845 17.0 2023 107,252 22,462,242 17.5 Annual Average Compounded Growth Rate 2019 to 2023 0.0% 0.2% 0.2% 2020 to 2023 0.7% 3.6% 2.9% [1] Amounts based on detailed customer and billing statistics as provided by the City. [2] Amount of units billed are impacted by a seasonal sewer cap or maximum bill that is calculated for each single-family residential customer, which may not be representative of the actual annual average water used by the customer. Therefore, such flows are not directly comparable to the historical water sales provided for the Water System. [3] In 2019, the City treated approximately 509,524 CCF of Hillsborough County's wastewater flows. The service was temporary and the amounts were removed from the sales projections beginning in Fiscal Year 2020. [4] On March 1, 2019, the City implemented a new billing system. Based on discussions with City staff, the City is anticipating approximately 0.5% annual customer and sales growth from new development and redevelopment for the Forecast Period. The City also anticipates additional changes to System revenues over the next several years resulting from the following anticipated conditions as discussed below. Temporary Wholesale Wastewater Service Hillsborough County (previously defined as the “County”) has requested temporary wholesale wastewater services to be provided by the City. Based on a contract between the City and the County, the wholesale agreement allows for the delivery and treatment of up to 2.5 million gallons per day (“MGD”) of County sewer flows for a period of three to five years. Applicable charges to the County will be based on the current outside City rates, including the monthly base charge, as authorized in the Rate Resolution. For the purpose of this study, we have estimated additional and temporary wastewater revenues for the Fiscal Years ending September 30, 2025 through and including September 30, 2027. The estimated revenues and associated collection and treatment expenses related to providing temporary wholesale service to the County were calculated based on 75% of the maximum flows. Such wholesale wastewater service is estimated to provide approximately $5.3 million in annual (net) revenues during the three-year service period that was assumed in this study. Prospective Sale of Palm River Service Area The City has evaluated the feasibility of selling the Palm River Service Area (“Palm River System”) to the County and the conditions precedent for such sale is expected to be allowable under the Bond Resolution. The Palm River System comprises approximately 2,520 water connections and 1,482 wastewater connections. While a contract for E-23 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 16 sale does not exist between the parties, the City completed a system valuation study on April 8, 2022 that provides a conclusion of value equal to $55.0 million. Based on discussions with City staff, early negotiations to develop a draft agreement are in progress, which includes an anticipated sales price of $55.0 million that may be paid over a period of up to five (5) years, or in lump sum. For the purpose of this study, we have recognized five annual installments of not more than $11.0 million per year for the Fiscal Years ending September 30, 2025 through and including September 30, 2029. Such amounts are assumed to be deposited into the City’s capital construction funds and used to construct System capital improvements during the Forecast Period. Based on the anticipated sale and transfer of the Palm River System, we reduced the effective, annual operating results summarized in this study by approximately $13.7 million per year beginning in Fiscal Year ending September 30, 2025. Such adjustments account for the reduction and loss of income, as well as an estimated decrease (offset) in operation and maintenance expenses. Based on information provided by City staff, the following discussion points highlight several reasons the City may sell the Palm River System to the County: Water System 1. Main breaks per mile are higher than average in the Palm River System, while the operation and maintenance costs are above System average. 2. The reduction in water demands will free up withdrawal amounts against the 82 MGD water use permit limit. This will allow more water to be stored in the aquifer storage and recovery system and will offset demands for new water resources required by new customer growth. 3. The City should be able to defer additional full-time employees needed to maintain new distribution system pipelines scheduled to come online in the next few years. 4. There are at least six (6) capital improvement projects within the next 10 years that total more than $10 million that were removed from the Water System’s capital improvement program. Such improvements are anticipated to be implemented by the County under County ownership. 5. Water quality will improve in areas where dead end lines will be eliminated. 6. The sales proceeds will help fund other capital improvement needs. Wastewater System 1. Pump station operators, mechanics and electricians currently maintaining the seven (7) pump stations in the Palm River System can be reallocated to other areas of need. 2. The City should be able to defer additional full-time employees needed to operate and maintain new pump stations scheduled to come online in the next few years. 3. A one-time cleaning of the Palm River System force main (not included in the current operation and maintenance costs) would be funded by the County under County ownership. (Remainder of page intentionally left blank) E-24 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 17 4. Required collection system lining and pump station rehabilitation identified in the City’s collection system master plan have been excluded from the City’s capital plan. Such needed maintenance would be funded by the County under County ownership. 5. The sales proceeds will help fund other capital improvement needs. Based on subsequent discussions with City staff, it now appears likely that it will be several years before the County will be able to accept and serve the entire Palm River System. For example, there may be a period of time where the City may have to continue to accept and treat a level of wastewater flows on behalf of the Palm River System. Such accommodation may help to offset the estimated decrease in the annual (net) revenues that have been assumed for this prospective transaction. In our opinion, any temporary service provided by the City to the County to help facilitate the transfer of the Palm River System should only improve the projected financial position estimated in this study for the Forecast Period. No other adjustments or contingencies related to the potential sale of the Palm River System have been recognized in our presentation of financial results. Based on the anticipated annual customer and sales growth of approximately 0.5% per year anticipated from new development, the opportunity to provide temporary wholesale wastewater service to the County, and the prospective sale of the Palm River System to the County, the following tabulations summarize the projected water and wastewater customers and sales over the Forecast Period: Projected Water Customers and Sales Fiscal Year Ending September 30, Average Accounts Retail Water Sales (CCF) Average Monthly Consumption Billed per Account (CCF) 2024 132,109 35,790,826 22.6 2025 130,418 34,509,071 22.1 2026 131,082 34,689,158 22.1 2027 131,749 34,869,955 22.1 2028 132,420 35,051,882 22.1 2029 133,093 35,234,836 22.1 Annual Average Compounded Growth Rate 2024 to 2029 0.1% -0.3% -0.5% (Remainder of page intentionally left blank) E-25 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 18 Projected Wastewater Customers and Sales Fiscal Year Ending September 30, Average Accounts Billed Flow (CCF) Average Monthly Consumption Billed per Account (CCF) 2024 107,788 22,567,734 17.5 2025 106,951 22,454,848 17.5 2026 107,492 22,563,373 17.5 2027 108,037 22,672,406 17.5 2028 108,583 21,866,969 16.8 2029 109,133 21,976,997 16.8 Annual Average Compounded Growth Rate 2024 to 2029 0.2% -0.5% -0.8% The City completed a water and wastewater rate study in Fiscal Year 2019 and adopted a new rate schedule on September 5, 2019 as shown in the Rate Resolution which established water and wastewater rates that are adjusted annually through October 1, 2039. As discussed previously in this report, the 2024 Utility Rates were effective on or after October 1, 2023. Subsequent water and wastewater rates were adopted and are assumed to be implemented each October 1 thereafter over the Forecast Period. The following table summarizes the annual average increase in monthly rate revenues over the Forecast Period based on the implementation of the adopted rates: Adopted Annual Rate Increases for Fiscal Year Ending September 30, Description 2025 2026 2027 2028 2029 Water System 11.5% 6.9% 2.4% 2.4% 2.3% Wastewater System 4.4% 4.4% 4.2% 4.4% 4.1% Effective Date Oct. 1, 2024 Oct. 1, 2025 Oct. 1, 2026 Oct. 1, 2027 Oct. 1, 2028 In addition to operating revenues derived from monthly rates for service, the City collects miscellaneous fees and certain non-operating revenues that are used to offset the rate revenue requirements of the System. (Remainder of page intentionally left blank) E-26 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 19 Based upon the City’s adopted rates for the Forecast Period, Gross Revenues, including miscellaneous charges and other revenues, are projected to increase from approximately $367.0 million to $436.6 million or 3.5% per year on average as shown below. The amounts shown below were derived from Table 4 at the end of this report. Summary of Projected Gross Revenues Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Water and Wastewater Rate Revenues at Existing Rates [1] $343,284,965 $335,241,182 $336,919,708 $338,605,347 $334,099,181 $335,802,492 Additional Revenue from Adopted Rates [2] 0 27,670,629 48,850,098 61,529,886 73,757,827 86,745,563 Other Revenues [3][4] 23,726,157 15,830,601 13,998,358 13,637,126 13,846,522 14,061,802 Total Gross Revenues $367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856 Amounts may not total due to rounding. [1] Amounts derived from Table 4. Revenues based on existing (Fiscal Year 2024) rates that were effective on October 1,2023. Amounts reflect a loss of annual revenues beginning in Fiscal Year ending September 30, 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. Amounts include increased annual revenues due to providing temporary wholesale wastewater service to Hillsborough County from Fiscal Years ending September 30, 2025 through 2027. SEE PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS BEGINNING ON PAGE 29. [2] Amounts based on the adopted water and wastewater rates from October 1, 2024 through October 1, 2028 as provided in the Rate Resolution. [3] Other Revenues derived from Table 4 include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. The cash investment earnings are decreasing based on the projected cash flows for each fund as derived in Tables 9 and 10. Amounts exclude Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. [4] During Fiscal Year ended September 30, 2023, the System earned approximately $19 million from cash-basis interest earnings. The amount shown for Fiscal Year ending September 30, 2024 is based on current estimates assuming an average interest rate of 2.0%. Beginning in Fiscal Year ending September 30, 2025, interest income was assumed to be reduced based on an estimated average interest rate of 1% per year. The amount of income is projected to vary over time as reserve funds are used to pay for a portion of the proposed capital projects. (Remainder of page intentionally left blank) E-27 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 20 TEN LARGEST CUSTOMERS OF THE WATER AND WASTEWATER SYSTEMS In order to provide additional information regarding the existing customers served by the water and wastewater systems, a summary of certain statistical information of the 10 largest customers for Fiscal Year ended 2023 on the basis of revenue billed has been prepared based on information compiled by the City. As shown in the following table, the 10 largest customers of the Water System account for approximately six percent (6%) of the total water sales and approximately seven percent (7%) of the total water rate revenue. Top 10 Water Customers for Fiscal Year Ended September 30, 2023 (Based on Water Rate Revenues) Water Customers Estimated Annual Water Purchased (CCF) Percentage of Total Sales Annual Rate Revenues [1] Percent of Total Rate Revenues MacDill Air Force Base 478,560 1.34% $1,553,515 0.93% Pepsi Cola Bottling Company 227,311 0.64% 1,506,314 0.90% Tampa Hard Rock Hotel & Casino 176,169 0.49% 1,373,130 0.82% Hillsborough County 318,465 0.89% 1,261,121 0.75% COTT Beverages 193,357 0.54% 1,238,471 0.74% Coca-Cola Beverages Florida 157,705 0.44% 1,176,190 0.70% Hillsborough County Utilities 294,049 0.83% 1,164,434 0.69% Tampa Electric Company (TECO) 136,099 0.38% 985,534 0.59% University Of South Florida 147,393 0.41% 929,020 0.55% Hillsborough County Hospital Authority 201,210 0.56% 831,281 0.50% Total 10 Largest Users 2,330,318 6.52% $12,019,012 7.17% All Other Water System Users 33,282,966 93.48% $155,780,935 92.83% Total Fiscal Year 2023 Water System – All Users 35,613,284 100.00% $167,799,947 100.00% Amounts may not total due to rounding. (Remainder of page intentionally left blank) E-28 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 21 As shown in the following table, the 10 largest customers of the Wastewater System account for approximately 14% of the wastewater sales and 10% of the total wastewater rate revenue. Top 10 Wastewater Customers for Fiscal Year Ended September 30, 2023 (Based on Wastewater Rate Revenues) Wastewater Customers Estimated Annual Wastewater Billed (CCF) Percentage of Total Sales Annual Rate Revenues [1] Percent of Total Rate Revenues City of Temple Terrace 1,196,510 5.33% $5,396,260 3.66% Hillsborough County 339,244 1.51% 2,245,795 1.52% University of South Florida 355,626 1.58% 1,884,818 1.28% Seminole Hard Rock Hotel & Casino Tampa 255,156 1.14% 1,161,042 0.79% Hillsborough County Utilities 156,366 0.70% 1,035,143 0.70% Hillsborough County Aviation Authority 316,558 1.41% 838,879 0.57% James A. Haley Veterans' Hospital 230,786 1.03% 763,902 0.52% SeaWorld Parks & Entertainment LLC 120,789 0.54% 622,247 0.42% COTT Beverages 104,861 0.47% 555,763 0.38% Pepsi Cola Bottling Company 101,475 0.45% 537,818 0.37% Total 10 Largest Users 3,177,371 14.16% $15,041,666 10.21% All Other Wastewater System Users 19,284,871 85.84% $132,262,806 89.79% Total Fiscal Year 2023 Wastewater System – All Users 22,462,242 100.00% $147,304,472 100.00% Amounts may not total due to rounding. Capital Improvements Program CAPITAL PROJECT SUMMARY The City has planned improvements and expansions to the System to meet current service area needs. The Water System capital improvement program is summarized on Table 5 at the end of this report. As can be seen on Table 5 and as summarized below, the City has identified $1.11 billion in Water System capital expenditures for the Forecast Period, which includes approximately $32.6 million of funding for operating capital, such as vehicles, machinery, and other minor equipment. (Remainder of page intentionally left blank) E-29 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 22 Projected Water System Capital Improvement Program [1] Description Total FY24-FY29 Capital Expenditures Major Improvements: Citywide Water Main Replacements, Phase 2 $290,757,801 D. L. Tippin Facility Expansion – Suspended Ion Exchange (SIX) 155,250,371 D. L. Tippin Facility Filter Improvements 111,392,881 D. L. Tippin Sitewide Electrical Improvements 78,522,097 D. L. Tippin Raw Water Pump and Intake Improvements 73,606,000 Citywide Meter/Hydrant/Valve Installation and Replacement 68,680,617 Comprehensive Infrastructure for Tampa's Neighborhoods 53,637,093 Cost Allocation 41,572,704 D. L. Tippin Ozone Improvements, Phases 1 and 2 39,101,000 D. L. Tippin Sludge Dewatering Facility 22,637,000 Deep Well Injection 19,109,000 SCADA Master Plan Implementation 19,018,498 D. L. Tippin Chemical System Improvements 18,494,966 North B St/Himes and Ave CIAC Phase 5 15,000,000 D. L. Tippin Actiflo Expansion 12,508,000 Hillsborough River Dam 10,000,000 D. L. Tippin High Service Pump Station 9,529,039 Lead and Copper Rule Compliance 8,300,000 Sulphur Springs Flow Augmentation – Feasibility 8,027,250 Hydroelectric and Energy Recovery Improvements 8,000,000 Southeast Seminole Heights Flooding Relief 5,860,000 D. L. Tippin Water Plant Treatment Improvements, Phase 2 3,285,580 Distribution Master Plan 1,500,000 Northeast Elevated Storage Tank 1,380,000 Enterprise Work Order and Asset Management System 1,237,395 South Tampa Pressure Zone Resiliency Improvements 525,000 North Embankment Stabilization 500,000 Satellite Leak Detection 100,000 Sub-total Major Improvements $1,077,532,292 Capital Outlay: Operating Capital $32,641,398 Other Expenditures 0 Sub-total Capital Outlay $32,641,398 Total Water System Capital Expenditures $1,110,173,690 Amounts may not total due to rounding. [1] Amounts derived from Table 5 at the end of this report. E-30 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 23 As can be seen on Table 6 and as summarized below, the City has identified $721.7 million in Wastewater System capital expenditures for the Forecast Period, which includes approximately $22.9 million of funding for operating capital, such as, vehicles, machinery, computer hardware, and other minor equipment. Projected Wastewater Capital Improvement Program [1] Description Total FY24-FY29 Capital Expenditures Major Improvements: H. F. Curren AWTP Master Plan $284,961,032 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements 40,750,000 Neighborhood Collection System Rehabilitation 40,000,000 Sulphur Springs Pumping Station Design Build 37,249,940 Pumping Stations Rehabilitation Design Build 34,122,553 Cost Allocation 31,947,588 University Pumping Station Rehabilitation 27,000,000 Collection System Rehabilitation Contract 25,224,885 43rd St Pumping Station Rehabilitation 16,750,000 East Tampa Pumping Station Rehabilitation 16,750,000 Fleet Decentralization – Port Tampa 15,173,739 Annual Wastewater Cured-in-place Pipeline Rehabilitation Contract 15,000,000 Wastewater Manhole Rehabilitation 14,768,716 Bayshore Pumping Station Pump Addition 11,998,370 H. F. Curren Miscellaneous Treatment Plant Improvements 11,298,407 Miscellaneous Pumping Station Repairs 9,050,511 H. F. Curren Plant AWTP HVAC Replacement, Design-Build 8,586,273 Force Main Discharge Rehabilitation 8,134,655 Citywide Wastewater Collection Systems Repair 4,271,372 Engineering Consultant Services 4,183,697 Prescott Pumping Station Rehabilitation 3,089,233 Ybor Pumping Station Automatic Bar Screen 3,011,610 Large Gravity Sewer Cleaning 3,000,000 Dexter Pumping Station Rehabilitation 2,500,000 Kirby Street Force Main and Gomez Pumping Station Force Main Improvements 2,236,220 109th Avenue Pumping Station Rehabilitation 2,201,000 18th Street Pumping Station Rehabilitation 2,125,000 H. F. Curren Mixed Sludge Pumping Station MCC Replacements 2,000,000 Deluil Pumping Station Rehabilitation 2,000,000 Parke East and Idlewild Pumping Stations Rehabilitation 1,801,300 Mulberry Pumping Station Rehabilitation 1,800,000 Tuberculated Gravity Pipeline Rehabilitation 1,626,726 Ola Avenue Between MLK Boulevard and 7th Avenue Collections System Rehabilitation by CIPP Lining 1,516,534 H. F. Curren Filter Building No. 1 MCC 58A Replacement 1,500,000 Table continued on following page. E-31 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 24 Projected Wastewater Capital Improvement Program [1] (cont’d.) Description Total FY24-FY29 Capital Expenditures (cont’d.) Major Improvements: (cont’d.) Dazzo Pumping Station Rehabilitation 1,271,500 Gandy Gardens Pumping Station Rehabilitation 1,250,000 Adalee Pumping Station Rehabilitation 1,046,500 Westshore Boulevard Gravity Sewer Rehabilitation by CIPP Lining – Gandy Boulevard to Cleveland Street 997,614 West Riverside Heights Gravity Sewer Rehabilitation by CIPP Lining 986,798 Downtown Interchange Wastewater Collection System Rehabilitation by CIPP Lining 930,746 H. F. Curren Final Sedimentation Tanks 1-6 Process Air Piping Replacement 738,539 Gunlock Pumping Station Generator Addition and Electrical Upgrades 650,500 Idlewild Pumping Station Collection System Gravity Rehabilitation by CIPP Lining 594,863 Nebraska Avenue Gravity Sewer Rehabilitation by CIPP Lining – Busch Boulevard to Fowler Avenue 580,176 Golfview Gravity Sewer Rehabilitation by CIPP Lining 543,824 Harbour Island Force Main Replacement 350,000 H. F. Curren New Filter Building PLC Replacement 172,536 Ballast Point Pumping Station Rehabilitation 154,713 Executive Park Gravity Sewer Replacement 124,781 Manhole Rehabilitation 119,097 H. F. Curren Standby Power System Improvements 110,243 Ridgewood Collection System CIPP Lining 109,454 Lemon St – Gray St Trunk Sewer Rehabilitation 94,040 H. F. Curren Sludge Dewatering Facility Rehabilitation Design Services 90,652 H. F. Curren Chemical Unloading Train Rail 73,725 Dayflower Pumping Station Rehabilitation 67,000 H. F. Curren AWTP North Parking Lot Expansion 45,912 Miscellaneous Wastewater System Replacement/Relocation 22,342 Krause Pumping Station Standby Generator 12,758 Virginia Pumping Station Rehabilitation 11,486 H. F. Curren Miscellaneous Concrete Repair 10,274 H. F. Curren Denitrification Filter Building Upgrades 6,503 Comprehensive Infrastructure for Tampa's Neighborhoods, Phase I 4,000 Sub-total Major Improvements $698,799,938 Capital Outlay: Operating Capital $22,930,715 Other Expenditures 0 Sub-total Capital Outlay $22,930,715 Total Wastewater System Capital Expenditures $721,730,653 Amounts may not total due to rounding. [1] Amounts derived from Table 6 at the end of this report. E-32 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 25 FUNDING SOURCES FOR CAPITAL PROGRAM Based on an analysis of funds available to the City (e.g., operating reserves, annual rate revenues, capital construction fund reserves, etc.), the projected funding sources for the $1.83 billion water and wastewater projects include a combination of existing operating and construction fund reserves, proceeds of proposed future Additional Bonds, including the Series 2024 Bonds, and future net cash flow after payment of Bonds and Subordinated Indebtedness debt service payments and any other revenue requirements specified by the City. The projected net cash flow available for capital expenditures is based on the adopted water and wastewater rates over the Forecast Period. The following tabulation summarizes the planned funding sources over the Forecast Period: Summary of Projected Funding Sources for Capital Projects [1] Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Total Capital Funded from Rates (Use of Reserves) $0 $65,000,000 $45,000,000 $0 $0 $0 $110,000,000 Capital Funded from Rates (Current Year Revenues) 12,510,663 87,909,258 91,455,653 75,104,639 60,841,977 55,783,025 383,605,215 Use of Capital Construction Fund Reserves 72,200,000 133,890,626 39,202,294 11,000,000 11,000,000 11,000,000 278,292,920 Proposed Series 2024 Bonds 259,828,658 0 0 0 0 0 259,828,658 Future Bonds – Series 2025 0 0 0 0 0 0 0 Future Bonds – Series 2026 0 144,699,461 0 0 0 0 144,699,461 Future Bonds – Series 2027 0 0 145,086,500 0 0 0 145,086,500 Future Bonds – Series 2028 0 0 0 160,153,100 0 0 160,153,100 Future Bonds – Series 2029 0 0 0 0 182,110,389 0 182,110,389 Future Bonds – Series 2030 0 0 0 0 0 168,128,100 168,128,100 Total Water and Wastewater Capital Expenditures $344,539,321 $431,499,345 $320,744,447 $246,257,739 $253,952,366 $234,911,125 $1,831,904,343 Amounts may not total due to rounding. [1] Amounts derived from Tables 5 and 6 at the end of this report. As shown above, the City plans to fund capital projects over the Forecast Period with approximately $110.0 million (or 6%) from existing operating reserves and $278.3 million from existing capital construction fund reserves or 21% of the total capital plan, while funding 58% through proposed new Bonds and 21% of the plan on a pay-as-you-go basis paid for from the System’s net cash flow after payment of expenses and debt service. As discussed later in this report, this funding plan results in a level of working capital and unrestricted cash and invested reserves in excess of 300 days of Operating Expenses. Historical Operating Results GENERAL The historical operating results for the combined System are presented for the Fiscal Years ended September 30, 2019 through 2023 (“Historical Period”) and are shown in detail on Table 7 at the end of this report. The historical operating results presented for the Historical Period were prepared based on financial information compiled and provided by the City and information included in the audited ACFR of the City for the respective Fiscal Years shown. In general, the historical operating results have been set-forth in a manner consistent with the requirements of the E-33 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 26 Bond Resolution relative to the determination of the Net Revenues of the System. Therefore, the amounts shown reflect certain differences in the presentation of the financial results when compared to the City’s ACFRs. Specifically, these differences relate to: i) the determination of Operating Expenses (i.e., interest, depreciation, amortization, payment in lieu of taxes, payment-in-lieu-of-franchise fees, and certain non-cash expenses, such as unrealized market losses on investments, are not recognized as Operating Expenses); and ii) the exclusion of certain non-cash revenues from Gross Revenues, such as contributed property and unrealized market gains on investments. SUMMARY OF HISTORICAL OPERATING RESULTS The historical operating results for the System are shown on Table 7 at the end of this report and are summarized below: Historical Operating Results and Debt Service Coverage Historical Fiscal Year Ending September 30, [1] Description 2019 2020 2021 2022 2023 Gross Revenues: Water and Wastewater Rate Revenue $229,533,936 $242,949,222 $262,123,408 $295,076,795 $330,141,432 Less Reserve for Rate Stabilization Fund [2] 0 0 (7,000,000) 0 (7,000,000) Other Revenues [3] 6,835,082 4,941,560 5,029,674 4,638,508 15,767,304 Total Gross Revenues $236,369,018 $247,890,782 $260,153,082 $299,715,303 $338,908,736 Operating Expenses: [4] Salaries and Employee Benefits [5] $50,313,860 $51,293,559 $56,521,153 $58,044,299 $65,054,864 Supplies and Materials 24,658,940 26,372,836 27,527,659 32,726,030 39,726,792 Contract Services 7,357,462 8,555,622 7,965,135 8,122,863 13,406,482 Other Services and Charges 39,204,536 43,704,137 42,285,047 46,854,661 56,826,656 Total Operating Expenses $121,534,798 $129,926,154 $134,298,994 $145,747,853 $175,014,794 Net Revenues Without Connection Fees $114,834,220 $117,964,628 $125,854,088 $153,967,450 $163,893,942 Connection Fees [6] 5,295,966 4,411,258 4,606,567 7,812,826 7,715,318 Net Revenues plus Connections Fees $120,130,186 $122,375,886 $130,460,655 $161,780,276 $171,609,260 Senior Lien Coverage: Senior Lien Annual Debt Service [7] $17,470,073 $19,141,863 $27,838,374 $31,822,448 $42,819,861 Test A [8] Coverage Ratio – Calculated [9] 6.88 6.39 4.69 5.08 4.01 Coverage Ratio – Required 1.20 1.20 1.20 1.20 1.20 Test B [8] Coverage Ratio – Calculated [10] 6.57 6.16 4.52 4.84 3.83 Coverage Ratio – Required 1.00 1.00 1.00 1.00 1.00 Table continued on following page. E-34 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 27 Historical Operating Results and Debt Service Coverage (cont’d.) Historical Fiscal Year Ending September 30, [1] Description 2019 2020 2021 2022 2023 Subordinate Lien Coverage Net Revenues After Payments of Senior Lien Debt $102,660,113 $103,234,023 $102,622,281 $129,957,828 $128,789,399 Subordinate Lien Annual Debt Service [11] $2,420,049 $2,420,049 $1,788,839 $1,948,608 $1,948,608 Coverage Ratio – Calculated [12] 42.42 42.66 57.37 66.69 66.09 Coverage Ratio – Required 1.15 1.15 1.15 1.15 1.15 Revenues Available for Other Purposes $100,240,064 $100,813,974 $100,833,442 $128,009,220 $126,840,791 [1] Amounts prepared based on the Bond Resolution. Numbers may not add up due to rounding. Amounts shown derived from information provided in each respective Fiscal Year Annual Comprehensive Financial Report (“ACFR”) and other financial information provided by the City. [2] The Reserve for Rate Stabilization Fund is presented separately for more clarity. Pursuant to the Bond Resolution, when the City makes transfers to the Rate Stabilization Fund, the amounts are deducted from Gross Revenues. If amounts are used in a subsequent year, the transfers from the Rate Stabilization Fund are then added to Gross Revenues. Based on discussions with City staff, the total Rate Stabilization Fund amount of $34.0 million as of September 30, 2023 is reflected in the Operating Reserve Fund balance as summarized on Table 11. [3] Other Revenues include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. Amounts exclude Water and Wastewater Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. [4] Pursuant to the Bond Resolution, Operating Expenses do not include depreciation or amortization expenses, payment-in-lieu-of-taxes (“PILOT”), payment-in-lieu-of-franchise-fees (“PILOFF”), unrealized losses on investments, or any other loss that does not result in an expenditure of cash. [5] Amounts prepared based on the Bond Resolution, which were adjusted to account for non-cash pension and other post employment benefit (“OPEB”) expenses as shown below. Amounts provided by City staff. Historical Fiscal Year Ending September 30, 2019 2020 2021 2022 2023 Salaries and Employee Benefits $53,911,900 $60,915,498 $41,434,852 $57,244,014 $69,989,958 Adjustment for Non-cash Pension and OPEB Expenses [*] (3,598,040) (9,621,939) 15,086,301 800,285 (4,935,094) Salaries and Employee Benefits (Net) $50,313,860 $51,293,559 $56,521,153 $58,044,299 $65,054,864 __________ [*] As provided by City staff. [6] Pursuant to the Bond Resolution, all Connection Fees are pledged to the repayment of the Bonds. Under Florida law, Connection Fees may only be used to pay debt service on Bonds that financed or refinanced expansion-related capital improvements. If Connection Fees are used to pay debt service on Bonds that were not expansion-related, the City is required to repay the applicable Connection Fees Fund from Net Revenues as provided in the Bond Resolution. Based on discussions with City staff, the City believes it has not applied any Connection Fees above the allowable level. Below are the actual amounts used over the Historical Period. Historical Fiscal Year Ending September 30, 2019 2020 2021 2022 2023 Actual Wastewater Connection Fees Used to Pay Debt Service $11,500,000 $3,000,000 $3,000,000 $3,000,000 $3,000,000 __________ [*] Amounts provided by City staff. As of September 30, 2023, the City retained approximately $20 million in the Connection Fee Funds. Table footnotes continued on following page. (Remainder of page intentionally left blank) E-35 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 28 Table footnotes: (cont’d.) [7] For the purpose of debt service calculation, pursuant to the Bond Resolution, payments due on October 1 are considered to be due and payable on the immediately preceding September 30 for purposes of the definition of Annual Debt Service. [8] The Rate Covenant of the Bond Resolution requires that in each Fiscal Year: A) Net Revenues and Connection Fees must equal at least 120% of the Annual Debt Service of the Senior Lien Bonds; and B) Net Revenues without Connection Fees must equal at least 100% of the Annual Debt Service of the Senior Lien Bonds and any other required payments. No other required payments described in the rate covenant set forth in Section 5.04 of the Bond Resolution were identified for the Historical Period. [9] Amounts derived based on Net Revenues and Connection Fees divided by Senior Lien Debt Service. [10] Amounts derived based on Net Revenues without Connection Fees divided by Senior Lien Debt Service. [11] For debt service on Subordinated Indebtedness, the amounts were based on the principal and interest payments becoming due in each Fiscal Year. [12] Debt service on Subordinated Indebtedness includes outstanding FDEP Loans (State Revolving Fund Loans), which require a 1.15 coverage ratio after payment of Senior Lien Bonds. In the development of the historical operating results and debt service coverage ratios as shown above, several observations and information sources were recognized. The following is a summary of such observations and information sources. 1. Based on information provided by City staff, other revenues have increased beginning in Fiscal Year ended September 30, 2023 primarily due to higher investment earnings. 2. Based on a review of the Operating Expenses as reported by the City for the System, the primary expense is salaries and employee benefits and accounted for approximately 37% of total Operating Expenses included in the coverage calculation of the System for Fiscal Year ending September 30, 2023. The cost of total wages and salaries, including employee benefits increased by $3.7 million per year from Fiscal Years ending September 30, 2019 through and including September 30, 2023. 3. Total Operating Expenses included in the historical coverage calculation have increased at an average annual rate of 9.5% from Fiscal Years ending September 30, 2019 through and including September 30, 2023, while Net Revenues available for the payment of Annual Debt Service increased 9.3% per year. 4. Based on information provided by City staff, contract services were greater in Fiscal Year ended September 30, 2023 than any other historical year primarily due to increases for asphalt paving required by implementing changes to City operations and increases in transportation costs. 5. In addition to administrative costs, the City also transfers monies to the General Fund after payment of Operating Expenses and Annual Debt Service. Because they are not required Operating Expenses of the System, the two (2) transfers to the General Fund, which are referred to as payment-in-lieu-of-taxes (“PILOT”) and payment-in-lieu-of-franchise-fees (“PILOFF”), are excluded from Operating Expenses in the calculation of debt service coverage. In Fiscal Year ended September 30, 2023, these two (2) transfers totaled $29.6 million for the combined Water and Wastewater System. 6. Non-cash transactions are excluded as a component of Gross Revenues, such as contributed property and unrealized market gains on investments. 7. Included as a component of Gross Revenues are interest earnings on unrestricted fund balances, and this includes interest earnings on Connection Fees, which are available to pay Annual Debt Service; provided; however, under state law, when interest earnings on Connection Fees are used to pay debt service on Bonds E-36 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 29 that were not expansion-related, the City is required to repay such Connection Fee Fund from Gross Revenues and other unrestricted funds. 8. The Annual Debt Service shown for the Outstanding Bonds was derived from the actual debt service repayment schedules for each series of Bonds, as provided by the City. For the purposes of the debt service coverage calculation, Annual Debt Service is shown on a “cash basis” with payments due on October 1 recorded in the prior fiscal year (as defined in the Bond Resolution), since these payments are sent to the paying agent in advance of the due date. 9. The City charges all System new development and/or redevelopment a Connection Fee to recover the allocable capital cost of water and wastewater capacity assigned to such new customer/property. Generally, under Florida law, the use of Connection Fees or Capacity/Impact Fees are limited to: i) payment for System expansion facilities; or ii) payment of debt service for obligations issued to finance or refinance the acquisition or construction of System expansion facilities. Based on discussions with City staff, all Wastewater Connection Fees collected during the Historical Period and the Forecast Period are considered as being legally available to pay for Wastewater System debt service. ISSUANCE OF ADDITIONAL BONDS Pursuant to the Bond Resolution, Additional Bonds may be issued and secured on a parity basis with the pledge of and lien on the Pledged Funds, which include Net Revenues of the System. The Series 2024 Bonds will be issued under the provisions of the Bond Resolution. In addition, future Additional Bonds were also assumed over the Forecast Period to fully fund the proposed capital improvement program. Projected Operating Results GENERAL The projected operating results of the System for the Forecast Period are summarized on Table 8 at the end of this report. The projections were based on: i) the City’s projected operating results for the Fiscal Year ending September 30, 2024 and the proposed Fiscal Year 2025 Operating Budget associated with the operations of the System; ii) discussions with City staff regarding current and future utility needs associated with capital improvements to the System and the capital funding plan; and iii) other information provided by the City and its consultants. Table 8 summarizes annual projections of Gross Revenues, Operating Expenses, Annual Debt Service on Bonds and Subordinated Indebtedness being repaid through System revenues and balances available for capital outlay and other purposes. In accordance with provisions of the Bond Resolution, projected Gross Revenues include sales revenue, investment earnings on certain fund balances, and other miscellaneous revenues derived from operations. The development of Gross Revenues was discussed previously in this report and is shown in detail in Table 8 at the end of this report. All revenues are based on adopted rates, fees and charges over the Forecast Period pursuant to the Rate Resolution. Investment earnings have been estimated for projected unrestricted cash balances, including Connection Fee funds determined to be available to pay Annual Debt Service during the Forecast Period (note that interest earnings on Connection Fees are in fact restricted under state law to be used only to pay debt service on Bonds that were expansion-related. To the extent the City utilizes any such restricted interest earnings to pay debt service, they are required to be repaid from Gross Revenues or other unrestricted funds). Such investment earnings are derived from E-37 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 30 Tables 9 and 10 at the end of this report, which are based on the estimated annual cash flow within each utility fund. The estimated cash flows are predicated upon the projected Operating Expenses that are based on various factors such as projected expense increases due to inflation and projected changes in expenses due to anticipated changes in operations, if any. As discussed previously in this report, estimated changes in operations during the Forecast Period include temporary wholesale wastewater service to the County and the prospective sale of the Palm River System. Table 11, at the end of this report, summarizes the projected working capital balances for the combined water and wastewater funds for the Forecast Period. PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS In the preparation of this report and the conclusions that follow, we have made certain assumptions with respect to conditions that are anticipated to occur in the future. While we believe the assumptions are reasonable for the purpose of this report, they are dependent upon future events and actual conditions may differ from those assumed. In addition, for our projections, estimates and studies, we have used and relied upon certain information and assumptions provided to us or prepared by others, including: i) information and assumptions provided to us by the City regarding historical financial information and historical customer and sales statistics; ii) information contained in the City’s ACFRs; iii) information provided by the City’s Financial Advisor with respect to assumptions regarding the issuance of the Series 2024 Bonds and any future Additional Bonds assumed for the Forecast Period; and iv) information provided by the City with respect to the capital improvement program for the System. While we believe use thereof to be reasonable for the purpose of this report, we offer no further assurances with respect thereto. To the extent that actual conditions differ from those assumed by us herein or from information or assumptions provided to us, or prepared by others, the actual results will vary from those estimated and projected in this report. Those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. In making the projections and estimates summarized in this report, the principal considerations and assumptions made by us and the principal information and assumptions provided to us, or prepared by others, include the following: 1. The City’s projected operating results for the Fiscal Year ending September 30, 2024 and the proposed Fiscal Year 2025 Operating Budget, as provided by City staff, served as a basis for the Operating Expense projections and was assumed to be reasonable and reflect anticipated operations. When comparing the actual Fiscal Year ended September 30, 2023 Operating Expenses of approximately $175.0 million to the projected Fiscal Year ending September 30, 2024 amount of $190.0 million, assumed Operating Expenses are 8.6% greater. As a matter of policy, the City budgets the full cost of projected expenses, such as salaries and benefits, even though actual experience demonstrates that the City may not fully expend the total budget. Such budgetary amounts were incorporated into the projected financial operating results, except for any adjustments and assumptions as noted hereunder. 2. Gross Revenues for the Forecast Period were predicated on the actual, audited amounts for the Fiscal Year ended September 30, 2023, as provided by City staff. The City expects water and wastewater customers and sales to increase by an average of approximately 0.5% per year over the Forecast Period due to new customer connections. The City also anticipates additional changes to System revenues over the next several years resulting from temporary wholesale wastewater service to the County and the prospective sale of the Palm River System. E-38 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 31 a. The County has requested temporary wholesale wastewater services to be provided by the City. Based on a contract between the City and the County, the wholesale agreement allows for the delivery and treatment of up to 2.5 MGD of County sewer flows for a period of three (3) to five (5) years. Applicable charges to the County will be based on the current outside City rates, including the monthly base charge, as authorized in the Rate Resolution. For the purpose of this study, we have estimated additional and temporary wastewater revenues for the fiscal years ending September 30, 2025 through and including September 30, 2027. The estimated revenues and associated collection and treatment expenses related to providing temporary wholesale service to the County were calculated based on 75% of the maximum flows. Such wholesale wastewater service is estimated to provide approximately $5.3 million in annual (net) revenues during the three-year service period that was assumed in this study. This estimate is based on revenues of approximately $6.0 million per year less $750,000 per year of collection and treatment costs. b. The City has evaluated the feasibility of selling the Palm River System to the County and the conditions precedent for such sale is expected to be allowable under the Bond Resolution. The Palm River System comprises approximately 2,520 water connections and 1,482 wastewater connections. While a contract for sale does not exist between the parties, the City completed a system valuation study on April 8, 2022 that provides a conclusion of value equal to $55.0 million. Based on discussions with City staff, early negotiations to develop a draft agreement are in progress, which includes an anticipated sales price of $55.0 million that may be paid over a period of up to five (5) years, or in lump sum. For the purpose of this study, we have recognized five annual installments of not more than $11.0 million per year for the Fiscal Years ending September 30, 2025 through and including September 30, 2029. Such amounts are assumed to be deposited into the City’s capital construction funds and used to construct System capital improvements during the Forecast Period. Based on the anticipated sale and transfer of the Palm River System, we reduced the effective, annual operating results summarized in this study by approximately $13.7 million per year beginning in Fiscal Year ending September 30, 2025. Such adjustments account for the reduction and loss of approximately $15.6 million of annual income as well as an estimated decrease (offset) of $1.9 million in annual operation and maintenance expenses. (Remainder of page intentionally left blank) E-39 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 32 3. When considering the implementation of the adopted rates for the Forecast Period, the City estimates an annual average increase in Gross Revenues of approximately 3.5%. Table 4 at the end of this report provides the details behind the projected amounts, which are summarized as follows: Summary of Projected Gross Revenues Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Water and Wastewater Rate Revenues at Existing Rates [1] $343,284,965 $335,241,182 $336,919,708 $338,605,347 $334,099,181 $335,802,492 Additional Revenue from Adopted Rates [2] 0 27,670,629 48,850,098 61,529,886 73,757,827 86,745,563 Other Revenues [3][4] 23,726,157 15,830,601 13,998,358 13,637,126 13,846,522 14,061,802 Total Gross Revenues $367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856 Amounts may not total due to rounding. [1] Amounts derived from Table 4. Revenues based on existing (Fiscal Year 2024) rates that were effective on October 1,2023. Amounts reflect a loss of annual revenues beginning in Fiscal Year ending September 30, 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. Amounts include increased annual revenues due to providing temporary wholesale wastewater service to Hillsborough County from Fiscal Years ending September 30, 2025 through 2027. [2] Amounts based on the adopted water and wastewater rates from October 1, 2024 through October 1, 2028 as provided in the Rate Resolution. [3] Other Revenues derived from Table 4 include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. The cash investment earnings are decreasing based on the projected cash flows for each fund as derived in Tables 9 and 10. Amounts exclude Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. [4] During Fiscal Year ended September 30, 2023, the System earned approximately $19 million from cash-basis interest earnings. The amount shown for Fiscal Year ending September 30, 2024 is based on current estimates assuming an average interest rate of 2.0%. Beginning in Fiscal Year ending September 30, 2025, interest income was assumed to be reduced based on an estimated average interest rate of 1% per year. The amount of income is projected to vary over time as reserve funds are used to pay for a portion of the proposed capital projects. 4. The Operating Expenses of the System are derived from Tables 12 through 17 at the end of this report. Generally, the budgeted amounts for the Fiscal Year ending September 30, 2025 were projected for the remaining four (4) years of the Forecast Period based on certain escalation factors. These projections are illustrated in Tables 13 and 16 for the Water and Wastewater Systems, respectively. The escalation factors used to develop the projected Operating Expenses are referenced in Tables 14 and 17. The projected Operating Expenses were developed for the Forecast Period as follows: a. Budgeted Fiscal Year ending September 30, 2025 Operating Expenses such as professional engineering and legal services, other contractual services, training expense, materials and supplies, advertising, and certain other operating expenses have been projected to increase at an annual average rate of inflation of 2.4% through Fiscal Year ending September 30, 2029. The forecast of inflation was based upon the Consumer Price Index (“CPI”) forecast prepared by the Congressional Budget Office (“CBO”) as contained in “The Budget and Economic Outlook” report dated June 2024. b. Based on information provided by City staff, existing System salaries and wages were projected to increase above Fiscal Year 2025 estimates by 5% annually during the Forecast Period. c. Personnel expenses other than compensation (i.e., health insurance, unemployment compensation, retirement contributions, etc.) have been projected to increase by an annual average E-40 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 33 amount of approximately 6.8%. The annual average increase was based on the combined labor rate adjustment of 5% per year and City staff’s estimated increases for retirement contributions and employee insurances of 8% per year. d. Based on information provided by the City, chemical and electric costs have been projected to increase 6.5% per year during the Forecast Period. e. Tampa Bay Water is a regional water supply authority and interlocal governmental agency of the State of Florida created to enable its member governments to efficiently manage their water resources. The members include the Counties of Hillsborough, Pinellas, and Pasco, and the Cities of New Port Richey, St. Petersburg, and Tampa. f. In accordance with the terms and conditions of the Amended and Restated Inter-local Agreement executed in 1998, the City may purchase available water not needed by other members. The City pays the same unitary rate as all other members of finished water purchased, other than water delivered to the City from the Tampa Bypass Canal (the “TBC”) that is not attributable to the Tampa Bay Water augmentation projects. The rate charged to the City for water provided through the TBC will be equal to Tampa Bay Water’s direct cost and allocated overhead. The cost of water purchased from Tampa Bay Water is higher than the City’s own water production costs. In order to recover the difference in the cost of water purchased, the City assesses the Tampa Bay Water Pass-Through Charge. This charge is calculated on a CCF basis and is billed to the City’s water customers based on each customer’s metered water consumption. Total annual purchases from Tampa Bay Water have been estimated to be $5.4 million annually during the Forecast Period. Total Tampa Bay Water Pass-Through Charge revenue is estimated to be $0 million annually during the Forecast Period, because $5.4 million of purchased water costs are included in the City’s rates. g. Based on discussions with the City, no additional expense allowances were expected to be incurred following the completion of the proposed capital improvements, or any other changing conditions other than the increased collection and treatment expenses to provide temporary wholesale wastewater service to the County and to recognize cost savings (offsets) related to the prospective sale of the Palm River System. The incremental changes in Operating Expenses over the Forecast Period are shown in detail at the bottom of Tables 13 and 16 at the end of this report. h. An annual allowance for bad debt expense of approximately one percent (1%) of sales revenues has been made to recognize that a certain amount of revenues will be uncollectible and written off throughout the year. This expense item was included in the proposed Fiscal Year ending September 30, 2025 Budget and is projected based on estimates provided by City staff. i. A contingency allowance of approximately one percent (1%) of Operating Expenses was added to the proposed Fiscal Year ending September 30, 2025 Budget and included in the projected Operating Expenses to allow for unknown or unplanned operating expenditures or changes to projected revenues. The contingency allowance is projected to average approximately $2.5 million per year for the System. 5. For the purposes of this study, amounts associated with depreciation and amortization expenses have not been recognized in this analysis. These expenditures are non-cash in nature and are also not considered as E-41 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 34 a component of Operating Expenses for the purpose of calculating compliance with the rate covenant of the Bond Resolution. Also not included in the coverage calculation are PILOT and PILOFF as these are transfers to the General Fund and are not considered as Operating Expenses as defined in the Bond Resolution and thus are paid from the net cash flows after the payment of debt service, which is considered “below the line” for the purposes of rate covenant compliance. 6. As of September 30, 2023, the City’s outstanding principal amount of utility revenue bonds (the “Outstanding Bonds”) totaled $713.2 million. The Annual Debt Service included in this report for the Outstanding Bonds are based on the actual debt service schedules for each issue and are presented on a “gross” basis (i.e., not net of interest earnings on any debt service-related funds or accounts). Furthermore, based on the requirements of the Bond Resolution, the Annual Debt Service is shown on a “cash basis” with payments due on October 1 recorded in the prior fiscal year (as provided in the Bond Resolution), since these payments are accrued monthly and sent to the paying agent in advance of the due date. The indebtedness of the Outstanding Bonds as shown below is allocable entirely to the System and only the revenues derived from water and wastewater operations are pledged towards the payment of this debt. A summary of the remaining principal for each series of Outstanding Bonds (before the issuance of the Series 2024 Bonds), is as follows: Bond Issue Principal Outstanding as of 9/30/2023 [1] Water and Sewer Systems Refunding Bonds, Series 2015 $56,330,000 Water and Wastewater Systems Revenue Bonds, Series 2016 4,020,000 Water and Wastewater Systems Revenue Bonds, Series 2020A 270,905,000 Taxable Water and Wastewater Refunding Revenue Bonds, Series 2020B 83,605,000 Water and Wastewater Systems Revenue Bonds, Series 2022A 282,545,000 Water and Wastewater Systems Revenue Bonds, Series 2022A 15,750,000 Total Outstanding Bonds $713,155,000 [1] Amount outstanding as of September 30, 2023; includes principal payments made on October 1, 2023, as provided by City staff. [2] Amount reflects the unrefunded portion of the Series 2011 Bonds. Annual Debt Service payments for the Outstanding Bonds for the Forecast Period as allocated between the Water and Wastewater Systems are shown on Tables 18 and 20, respectively, which are summarized System-wide on Table 22. As shown on Table 22, the existing Senior Lien Annual Debt Service increases from $42.8 million in Fiscal Year ending September 30, 2024 to $43.9 million per year by Fiscal Year ending September 30, 2029 as deferred payments on the Outstanding Bonds become due. 7. As of September 30, 2023, the City’s outstanding debt pursuant to the State of Florida Department of Environmental Protection (“FDEP”) State Revolving Loan Fund Program (the “SRF Program”) totaled approximately $20.6 million. These loans were used to fund various water projects and are secured by a pledge of the Net Revenues of the System. The FDEP Loans are considered to be Subordinated Indebtedness and thus are junior and subordinate to the lien holders of the Bonds and are repayable in semi- annual installments over a 20-year period. The payment of the debt service amounts associated with Subordinated Indebtedness is considered a required payment from System Net Revenues after payment of all other required amounts pursuant to the E-42 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 35 Flow of Funds set forth in the Bond Resolution. As of September 30, 2023, the amounts outstanding are shown below: Description of Subordinated Debt [1] Amount Outstanding as of 9/30/2023 FEDP Loans: Water State Loan No. 4 $201,577 Water State Loan No. 5 331,905 Water State Loan No. 6 9,154,060 Water State Loan No. 7 10,926,302 Total FDEP Loans Outstanding $20,613,844 [1] Outstanding indebtedness as of September 30, 2023 as provided by City staff. 8. After considering the existing FDEP Loans discussed above, which have a subordinate or junior lien pledge on Net Revenues after payment of Senior Lien Bonds, Table 22 summarizes the annual average payments due in each year of the Forecast Period. As shown on Table 22, the existing subordinate lien payments are projected to average approximately $1.9 million per year over the Forecast Period. 9. As discussed previously in this report and in Assumption Item 10 below, the City plans to spend approximately $1.83 billion on capital improvements over the Forecast Period, of which approximately 58% or $1.06 billion is expected to be funded through the Series 2024 Bonds and future Additional Bonds. Table 22, at the end of this report, summarizes the projected Annual Debt Service payments for the Series 2024 Bonds and the future Additional Bonds that were provided by the City’s Financial Advisor. The financing assumptions as allocated to each utility system, which includes estimated borrowing rates over a financing term through Fiscal Year ending September 30, 2060, are summarized on Tables 19 and 21. As shown on Table 22, the first payment on the proposed Series 2024 Bonds is estimated to be approximately $1.1 million on October 1, 2025 and an annual average payment of $13.9 million per year over the remaining Forecast Period. The City’s Financial Advisor provided estimated financing schedules for all future Additional Bonds, including the Series 2024 Bonds, and as such, the estimated terms and conditions of the borrowing assumptions will change. We have no responsibility to update this report for events and/or circumstances occurring after the date of this report. (Remainder of page intentionally left blank) E-43 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 36 10. The capital expenditures for the System are based on data derived from the most recent capital improvement program prepared by the City along with information regarding the status of current and anticipated projects and annual departmental capital needs. The following is a summary of the capital expenditures anticipated for the System and the funding sources expected to be utilized during the Forecast Period: Summary of Capital Improvements Program [1] Description Total Fiscal Years 2024-2029 Capital Projects: Water System Projects $1,110,173,690 Wastewater System Projects 721,730,653 Total Water and Wastewater Projects $1,831,904,343 Funding Sources: Capital Funded from Rates (Use of Reserves) $110,000,000 Capital Funded from Rates (Current Year Revenues) 383,605,215 Use of Capital Construction Fund Reserves 278,292,920 Proposed Series 2024 Bonds 259,828,658 Future Bonds – Series 2025 0 Future Bonds – Series 2026 144,699,461 Future Bonds – Series 2027 145,086,500 Future Bonds – Series 2028 160,153,100 Future Bonds – Series 2029 182,110,389 Future Bonds – Series 2030 168,128,100 Total Water and Wastewater Funding Sources $1,831,904,343 Amounts may not total due to rounding. [1] Amounts derived from Tables 5 and 6 at the end of this report. Tables 5 and 6 at the end of this report provides a detailed listing of the capital projects and funding sources for the System for each year of the Forecast Period. 11. Tables 9 and 10 at the end of this report provide the details behind the individual Water and Wastewater Systems’ fund balance activity and development of interest income on reserve balances. Table 11 at the end of this report summarizes the combined working capital balances in each fiscal year by monetary fund that were derived from the projected cash flows of the System. The following tabulation summarizes the projected year-ending working capital balances by major fund as follows: (Remainder of page intentionally left blank) E-44 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 37 Summary of Projected Year-ending Working Capital Balances Actual Projected Fiscal Year Ending September 30, [1] Description 2023 2024 2025 2026 2027 2028 2029 Projected Working Capital Balances: Operating Reserve Fund – Unrestricted [2] $275,577,216 $364,100,406 $300,156,546 $257,902,507 $270,959,201 $286,915,235 $299,527,767 Renewal and Replacement Fund [2] 14,986,000 16,946,000 18,351,000 18,938,000 19,989,000 20,689,000 21,086,000 Water and Wastewater Capital Construction Funds 236,028,833 171,828,833 50,938,207 24,735,913 26,735,913 28,235,913 29,735,913 Water and Wastewater Connection Fee Funds 19,324,013 11,253,357 9,296,234 7,351,384 5,419,944 4,003,959 4,237,446 Total Working Capital Balances $545,916,063 $564,128,597 $378,741,987 $308,927,804 $323,104,059 $339,844,107 $354,587,126 Total Operating Reserves – Days of Operating Expenses and PILOT/PILOFF 454 600 471 386 388 395 394 Total Days of Operating Reserves – Target 90 90 90 90 90 90 90 Amounts may not total due to rounding. [1] Amounts reflect projected year-ending working capital balances by fund as derived from Table 11 at the end of this report. [2] Amount of working capital included in the Operating Reserve Fund – Unrestricted was reduced for the minimum, allocated fund balance in the Renewal and Replacement Fund equal to 5% of the previous year's Gross Revenues as calculated in Table 11 at the end of this report. Amounts estimated to be on deposit was increased from September 30, 2023 to September 30, 2024 primarily due operating surpluses that are estimated to occur after using existing construction fund reserves and the Series 2024 Bond proceeds to lower or offset rate-funded capital expenditures for the year. As shown above, the beginning balances as of September 30, 2023 reflect the estimated working capital balances, that include the City’s current assets minus the current liabilities as of September 30, 2023. The total amount available as of Fiscal Year ended September 30, 2023 was $545.9 million, which included $275.6 million within the operating reserve fund. As shown above, total available working capital balances, including Connection Fee Fund balances, are projected to decrease from $545.9 million to $354.6 million by the end of Fiscal Year ending September 30, 2029. This decrease in working capital balance is mainly due to the assumption that the City will fund approximately 21% of the capital improvement program directly from reserves. The projected ending balance for Fiscal Year ending September 30, 2029 of the combined water and wastewater operating reserve funds is $299.5 million, representing approximately 394 days of the projected Operating Expenses, plus the City’s PILOT/PILOFF transfers. The City’s adopted budgetary reserve policy requires that the System maintain at least 90 days of budgeted Operating Expenses plus the amount of the PILOT/PILOFF, for purposes of the reserve policy. 12. In accordance with the flow of funds as provided in the Bond Resolution, certain interest income has been recognized as revenue available to fund the expenditure needs of the System for purposes of calculating compliance with the rate covenant set forth in the Bond Resolution. For purposes of calculating Gross Revenues, interest earnings from funds and accounts established by the City that are considered unrestricted (earnings not required to be retained in such funds and accounts and are available as a component of Gross Revenues) have been recognized. This includes interest earnings on the Connection Fee Funds that are available to pay Annual Debt Service (provided, however, under state law, when interest earnings on Connection Fees are used to pay debt service on Bonds that are not expansion-related, the City is required to repay such interest earnings from Gross Revenues and other unrestricted funds). Investment earnings E-45 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 38 from the Construction Funds are considered as being restricted to such accounts and were not considered as a component of Gross Revenues. During Fiscal Year 2023, the System earned approximately $19 million from cash-basis interest earnings. The amount shown for Fiscal Year 2024 is based on current estimates assuming an average interest rate of 2.0%. Beginning in Fiscal Year 2025, interest income was assumed to be reduced based on an estimated average interest rate of 1% per year. The amount of income is projected to vary over time as shown in Tables 9 and 10 as reserve funds are used to pay for a portion of the proposed capital projects. SUMMARY OF PROJECTED OPERATING RESULTS As shown in Table 8 and summarized as follows, projections have been prepared of the operating results for the System. Such projections were prepared in accordance with the flow of funds prescribed by the Bond Resolution and the various assumptions and considerations used in the projections as set forth above. Projected Operating Results and Debt Service Coverage Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Gross Revenues: Water and Wastewater Rate Revenue at Adopted Rates [1] $351,244,837 $369,787,138 $392,595,106 $406,960,533 $414,682,308 $429,373,355 Other Revenues [2] 15,766,285 8,955,273 7,173,058 6,811,826 7,021,222 7,236,502 Total Gross Revenues $367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856 Operating Expenses: [3][4] Salaries and Employee Benefits $71,350,094 $76,059,870 $80,358,400 $84,911,300 $89,734,800 $94,845,900 Supplies and Materials 43,391,738 41,125,261 43,881,221 46,637,394 48,761,663 51,877,233 Contract Services 15,188,708 17,229,422 17,467,003 17,771,500 18,083,100 18,402,300 Other Services and Charges 60,039,697 65,488,950 67,913,051 70,383,677 72,933,170 75,644,853 Total Operating Expenses $189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,285 Net Revenues Without Connection Fees $177,040,885 $178,838,908 $190,148,490 $194,068,487 $192,190,798 $195,839,571 Connection Fees [5] 2,929,344 3,042,876 3,055,151 3,068,560 3,084,015 3,100,743 Net Revenues plus Connection Fees $179,970,229 $181,881,785 $193,203,641 $197,137,047 $195,274,813 $198,940,314 Table continued on following page. (Remainder of page intentionally left blank) E-46 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 39 Projected Operating Results and Debt Service Coverage (cont’d.) Projected Fiscal Year Ending September 30, Description 2024 2025 2026 2027 2028 2029 Senior Lien Coverage: Senior Lien Annual Debt Service [6] $43,987,047 $57,203,263 $62,314,069 $70,768,246 $79,908,680 $89,557,162 Test A: [7] Coverage Ratio – Calculated [8] 4.09 3.18 3.10 2.79 2.44 2.22 Coverage Ratio – Required 1.20 1.20 1.20 1.20 1.20 1.20 Test B: [7] Coverage Ratio – Calculated [9] 4.02 3.13 3.05 2.74 2.41 2.19 Coverage Ratio – Required 1.00 1.00 1.00 1.00 1.00 1.00 Subordinate Lien Coverage: Net Revenues After Payments of Senior Lien Bonds $135,983,182 $124,678,522 $130,889,572 $126,368,801 $115,366,133 $109,383,152 Subordinate Lien Annual Debt Service [10] $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 Coverage Ratio – Calculated [11] 69.78 63.98 67.17 64.85 59.20 56.13 Coverage Ratio – Required 1.15 1.15 1.15 1.15 1.15 1.15 Revenues Available for Lawful System Purposes $134,034,574 $122,729,914 $128,940,964 $124,420,193 $113,417,526 $107,434,544 Amounts may not total due to rounding. [1] Amounts derived from Table 4 and include additional revenues from the City's adopted water and wastewater rates through Fiscal Year ending September 30, 2029. Amounts reflect a loss of annual revenues beginning in Fiscal Year 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. Amounts include increased annual revenues due to providing temporary bulk wastewater service to Hillsborough County from Fiscal Years 2025 through 2027. SEE PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS BEGINNING ON PAGE 29. [2] Other Revenues derived from Table 4 include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. The cash investment earnings are decreasing due to an assumed lower earnings rate and based on the projected cash flows for each fund as derived in Tables 9 and 10. Amounts exclude Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. Table footnotes continued on following page. (Remainder of page intentionally left blank) E-47 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 40 Table footnotes (cont’d.) [3] Amounts derived from Tables 13 and 16. Pursuant to the Bond Resolution, Operating Expenses do not include depreciation or amortization expenses, payment-in-lieu-of-taxes (PILOT), payment-in-lieu-of-franchise-fees (PILOFF), losses on sale of assets, or unrealized losses on investments. The amounts shown above were reconciled to Tables 13 and 16 as shown below: Projected Fiscal Year Ending September 30, 2024 2025 2026 2027 2028 2029 Water System Cost of Operation and Maintenance Expenses [a] $110,893,509 $116,852,932 $122,262,001 $127,472,719 $132,959,320 $138,737,463 Wastewater System Cost of Operation and Maintenance Expenses [b] 110,552,627 115,731,671 121,454,873 127,370,452 132,388,912 138,941,323 Sub-total Cost of Operation and Maintenance Expenses $221,446,137 $232,584,603 $243,716,874 $254,843,172 $265,348,232 $277,678,785 Less PILOT/PILOFF Payments [c] (31,475,900) (32,681,100) (34,097,200) (35,139,300) (35,835,500) (36,908,500) Total Operating Expenses $189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,285 __________ Amounts may not total due to rounding. [a] Amounts derived from Table 13. [b] Amounts derived from Table 16. [c] Amounts reflect the sum of the PILOT and PILOFF payments derived from Tables 13 and 16 that are excluded from the definition of Operating Expenses as defined in the Bond Resolution. [4] As shown on Tables 13 and 16, Operating Expenses were projected to increase approximately 4.9% per year on average over the Forecast Period. Based on discussions with City staff, certain adjustments were made to account for future inflation and to recognize increases to expenses resulting from temporary bulk wastewater service to Hillsborough County while recognizing decreases to expenses if the Palm River System is sold to Hillsborough County. SEE PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS BEGINNING ON PAGE 29. [5] Pursuant to the Bond Resolution, all Connection Fees are pledged to the repayment of the Bonds. Under Florida Law, Connection Fees may only be used to pay debt service on Bonds that financed or refinanced expansion-related capital improvements under the terms of the Bond Resolution. If Connection Fees are used to pay debt service on Bonds that were not expansion-related, the City is required to repay the applicable Connection Fees Fund from Net Revenues as provided in the Bond Resolution. The amounts are derived from Tables 9 and 10, and based on discussions with City staff, only the amount of projected Wastewater Connection Fees are considered as being available to pay the debt service on the Bonds allocable to Wastewater System expansion. Future customer growth was assumed to be approximately 0.5% per year. [6] Amounts derived from Table 22. For the purpose of debt service calculation, pursuant to the Bond Resolution, payments due October 1 are considered to be due and payable on the immediately preceding September 30 for purposes of the definition of Annual Debt Service. As shown on Table 22, Annual Debt Service is projected to increase just beyond the Forecast Period through Fiscal Year 2031 when the projected Series 2030 Bonds are assumed to fully amortize. [7] The rate covenant set forth in the Bond Resolution requires that in each Fiscal Year: A) Net Revenues and Connection Fees must equal at least 120% of the Annual Debt Service of the senior lien Bonds; and B) Net Revenues only must equal at least 100% of the Annual Debt Service of the senior lien Bonds and any other required payments. No other required payments under the Bond Resolution were identified for the Forecast Period ending September 30, 2029. [8] Amounts derived based on Net Revenues with Connection Fees divided by senior lien Annual Debt Service. [9] Amounts derived based on Net Revenues without Connection Fees divided by senior lien Annual Debt Service. [10] Amounts derived from Table 22. For subordinate lien Debt Service, the amounts were based on the principal and interest payments becoming due in each Fiscal Year. [11] Subordinate lien annual debt service includes projected outstanding FDEP Loans, which require a 1.15 coverage ratio after payment of senior lien Bonds. In order to provide additional information regarding the projected revenue sufficiency of the System, including City PILOT and PILOFF transfers and other funding requirements after the payment of Annual Debt Service, Table 23 at the end of this report was compiled to summarize the annual projected cash flows of the System, including a summary of projected working capital balances estimated as of September 30 for each fiscal year of the Forecast Period. As discussed previously in this report, the projected results are based on the City’s planned implementation of previously adopted water and wastewater rates for the Forecast Period. Please refer to Table 23 for a summary of projected System cash flow and working capital balances. E-48 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 41 Conclusions Based upon the principal considerations and assumptions and the results of our studies and analyses, as summarized in this report, which should be read in its entirety in conjunction with the following, we are of the opinion that: 1. The projected growth in System revenues for the Forecast Period is based on the adopted water and wastewater rates through Fiscal Year ending September 30, 2029. Please refer to the pages beginning on page 3 of this report for a detailed explanation of the City’s adopted rates. A 0.5% annual increase in revenue for customer growth was assumed for the Water and Wastewater Systems during the Forecast Period. The projected growth in System customers and applicable usage during the Forecast Period for the System represents reasonable and attainable projections based on discussions with the City and on recent trends in customers served/billed. 2. The projected Operating Expenses reflect the City’s current wage and salary plan and inflationary allowances for other Operating Expenses and as such represent reasonable and attainable projections based on discussions with the City and on recent trends in customers served/billed. 3. The Gross Revenues for the Forecast Period under the City adopted rates and charges should be sufficient to pay all projected Operating Expenses of the System, pay the estimated Annual Debt Service on all Bonds (including the Series 2024 Bonds and any Additional Bonds assumed for the Forecast Period), pay the Subordinated Indebtedness including the FDEP Loans, make all additional deposits as required by the Bond Resolution, and meet the rate covenant of the Bond Resolution. 4. The projected debt service coverage of the System as presented in this report should be in compliance with the rate covenant contained in the Bond Resolution and with respect to Subordinated Indebtedness including the FDEP Loans. The forecast of projected operating results is considered by Raftelis as being reasonable and attainable and provides a basis for the City to meet the rate covenant as delineated in the Bond Resolution. A summary of the assumptions and considerations relied upon in the development of the forecast of projected operating results are included herein. The financial projections in this report, associated with the issuance of the Series 2024 Bonds, were based on discussions with and information provided by the City, the City’s Financial Advisor and consultants, as well as certain assumptions and analyses made by us with respect to such financial projections. The ability of the System to meet the debt service requirements and comply with the rate covenant of the Bond Resolution are subject to the assumptions and considerations identified in the report and information obtained during preparation of the report regarding the System and the financial projections reflected therein. As such, the report should be read in its entirety with respect to such projections. This report summarizes the results of our studies and analyses up to the date of this report. Prospective purchasers of the Series 2024 Bonds should not rely upon the information contained in this report for a current description of any matters set forth herein as of any date subsequent to the date of this report. Raftelis did not perform an audit of the financial books and records of the System, but relied upon information, assumptions, and projections provided by City staff and others. There will usually be differences between the forecast and actual results, because events and circumstances frequently do not occur as expected. Those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. E-49 Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 List of Tables CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 LIST OF TABLES Table No. Description 1 Comparison of Typical Monthly Residential Bills for Water Service 2 Comparison of Typical Monthly Residential Bills for Wastewater Service 3 Comparison of Typical Monthly Residential Bills for Water and Wastewater Service 4 Summary of Projected Gross Revenues 5 Projected Water System Capital Improvement Program 6 Projected Wastewater System Capital Improvement Program 7 Historical Operating Results and Debt Service Coverage 8 Projected Operating Results and Debt Service Coverage 9 Development of Projected Interest Income on Water System Funds 10 Development of Projected Interest Income on Wastewater System Funds 11 Summary of Water and Wastewater System Project Working Capital Balances 12 Summary of Water Operating Budgets for Fiscal Years 2024 and 2025 13 Projected Water System Cost of Operation and Maintenance Expenses 14 Summary of Water System Cost Escalation Attributes 15 Summary of Wastewater Operating Budgets for Fiscal Years 2024 and 2025 16 Projected Wastewater System Cost of Operation and Maintenance Expenses 17 Summary of Wastewater System Cost Escalation Attributes 18 Projected Water System Debt Service Payments 19 Summary of Debt Service Sizing and Payments for the Water System 20 Projected Wastewater System Debt Service Payments 21 Summary of Debt Service Sizing and Payments for the Wastewater System 22 Summary of Combined Water and Wastewater System Debt Service Payments 23 Summary of Projected System Cash Flow and Working Capital Balances E-50 CITY OF TAMPA, FLORIDA FINANCIAL FEASIBILITY REPORT WATER AND WASTEWATER SYSTEMS REVENUE BONDS, SERIES 2024 LIST OF TABLES (cont’d.) Financial Feasibility Report – Water and Wastewater Systems Revenue Bonds, Series 2024 List of Tables Table No. Description 24 Summary of Projected Water Rate Revenues 25 Summary of Projected Wastewater Rate Revenues 26 Projection of Other Water Revenues 27 Projection of Other Wastewater Revenues E-51 Page 1 of 1Table 1 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Comparison of Typical Monthly Residential Bills for Water Service [1] Residential Service for a 5/8" or 3/4" Meter Line 0 2,000 4,000 6,000 8,000 10,000 15,000 20,000 No.Description Gallons Gallons Gallons Gallons Gallons Gallons Gallons Gallons 1 Amounts in CCF 0.00 2.67 5.35 8.02 10.69 13.37 20.05 26.74 City of Tampa, Florida 2 Existing Rates $6.00 $14.07 $22.32 $31.74 $41.15 $51.44 $91.02 $132.04 3 Adopted Rates - FY2025 7.00 15.96 25.11 35.56 46.02 57.45 101.36 146.89 4 Adopted Rates - FY2026 8.00 17.49 27.19 38.26 49.33 61.43 107.95 156.19 5 Adopted Rates - FY2027 9.00 18.60 28.40 39.58 50.75 62.98 109.97 158.68 6 Adopted Rates - FY2028 10.00 19.71 29.62 40.90 52.18 64.53 111.98 161.18 7 Adopted Rates - FY2029 11.00 20.81 30.83 42.22 53.61 66.07 114.00 163.68 Other Florida Utilities: 8 Hillsborough County $17.33 $25.29 $33.25 $42.91 $54.27 $65.63 $94.03 $131.48 9 JEA (City of Jacksonville) 12.60 15.20 17.80 20.40 26.34 32.28 47.13 61.98 10 Manatee County 11.78 17.44 23.10 28.76 35.84 42.92 60.62 103.22 11 Miami-Dade County 4.61 4.61 13.38 23.37 33.36 43.36 84.52 144.94 12 Pasco County 10.44 14.58 18.72 24.08 30.66 37.24 70.19 114.64 13 Pinellas County 4.03 11.69 19.35 36.73 54.11 71.49 114.94 158.39 14 Polk County 10.43 15.01 20.23 26.09 31.95 37.81 65.46 93.11 15 Sarasota County 20.18 26.06 31.94 39.34 46.74 59.58 104.28 165.78 16 City of Clearwater 27.39 27.39 38.49 60.69 82.89 107.98 177.93 247.88 17 City of Lakeland 11.04 15.62 20.20 24.78 30.16 36.34 54.88 77.09 18 City of Orlando / O.U.C. 10.00 11.50 13.50 16.00 19.25 23.25 33.25 48.50 19 City of Plant City 9.80 13.90 18.00 22.76 28.18 33.60 47.15 65.80 20 City of St. Petersburg 14.95 25.75 36.55 47.90 61.44 79.90 126.05 186.95 21 City of Tallahassee 16.21 16.21 19.81 25.52 32.14 38.76 55.31 76.11 22 City of Temple Terrace 7.67 12.39 17.11 21.83 26.55 34.43 54.13 73.83 23 Other Florida Utilities' Average $12.56 $16.84 $22.76 $30.74 $39.59 $49.64 $79.32 $116.65 [1] Unless otherwise noted, amounts shown reflect residential rates in effect on or after July 2024 and are exclusive of taxes or franchise fees, if any, and reflect rates charged for inside the city service. All rates are as reported by the respective utility. This comparison is intended to show comparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates and charges offered by each listed utility. E-52 Page 1 of 1Table 2 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Comparison of Typical Monthly Residential Bills for Wastewater Service [1] Residential Service for a 5/8" or 3/4" Meter Line 0 2,000 4,000 6,000 8,000 10,000 15,000 20,000 No. Description Gallons Gallons Gallons Gallons Gallons Gallons Gallons Gallons 1 Amounts in CCF 0 2.67 5.35 8.02 10.69 13.37 20.05 26.74 City of Tampa, Florida [2] 2 Existing Rates (Seasonal Cap 5CCF) $6.00 $20.60 $33.30 $33.30 $33.30 $33.30 $33.30 $33.30 3 Adopted Rates - FY2025 (Seasonal Cap 5CCF) 7.00 22.03 35.10 35.10 35.10 35.10 35.10 35.10 4 Adopted Rates - FY2026 (Seasonal Cap 5CCF) 8.00 23.48 36.95 36.95 36.95 36.95 36.95 36.95 5 Adopted Rates - FY2027 (Seasonal Cap 5CCF) 9.00 24.93 38.80 38.80 38.80 38.80 38.80 38.80 6 Adopted Rates - FY2028 (Seasonal Cap 5CCF) 10.00 26.42 40.70 40.70 40.70 40.70 40.70 40.70 7 Adopted Rates - FY2029 (Seasonal Cap 5CCF) 11.00 27.90 42.60 42.60 42.60 42.60 42.60 42.60 Other Florida Utilities: 8 Hillsborough County $18.91 $31.09 $43.27 $55.45 $67.63 $67.63 $67.63 $67.63 9 JEA (City of Jacksonville) 14.10 24.72 35.34 45.96 58.74 71.52 103.47 135.42 10 Manatee County 28.09 40.63 53.17 65.71 78.25 90.79 90.79 90.79 11 Miami-Dade County 7.85 7.85 25.33 45.23 65.14 85.04 134.80 184.56 12 Pasco County 21.81 35.23 48.65 62.07 75.49 88.91 88.91 88.91 13 Pinellas County 10.22 25.14 40.06 54.98 69.90 84.82 84.82 84.82 14 Polk County 36.14 49.10 62.06 75.02 81.50 81.50 81.50 81.50 15 Sarasota County 21.77 42.83 63.89 84.95 106.01 127.07 127.07 127.07 16 City of Clearwater 37.71 37.71 50.28 75.42 100.56 125.70 188.55 251.40 17 City of Lakeland 20.71 29.99 39.27 48.55 57.83 67.11 76.39 76.39 18 City of Orlando / O.U.C. 23.22 34.44 45.66 56.88 68.10 79.32 101.76 101.76 19 City of Plant City 19.12 32.30 45.48 58.66 71.84 85.02 117.97 117.97 20 City of St. Petersburg 24.94 44.08 63.22 82.36 101.50 120.64 168.49 216.34 21 City of Tallahassee [3] 23.84 39.08 54.32 69.56 84.80 84.80 84.80 84.80 22 City of Temple Terrace 4.18 27.02 49.86 72.70 95.54 118.38 175.48 232.58 23 Other Florida Utilities' Average $20.84 $33.41 $47.99 $63.57 $78.85 $91.88 $112.83 $129.46 [1] rates charged for inside the city service. All rates are as reported by the respective utility. This comparison is intended to show comparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates and charges offered by each listed utility. [2] Sewer maximum or cap based on seasonal water use. Amount estimated to be approximately 3,700 monthly gallons or 5 CCF. [3] Sewer maximum or cap varies based on actual customer use over a four month period. An implied cap of approximately 6,000 monthly gallons was used. Unless otherwise noted, amounts shown reflect residential rates in effect on or after July 2024 and are exclusive of taxes or franchise fees, if any, and reflect E-53 Page 1 of 1 Table 3 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Comparison of Typical Monthly Residential Bills for Water and Wastewater Service [1] Residential Service for a 5/8" or 3/4" Meter Line 0 2,000 4,000 6,000 8,000 10,000 15,000 20,000 No. Description Gallons Gallons Gallons Gallons Gallons Gallons Gallons Gallons 1 Amounts in CCF 0 2.67 5.35 8.02 10.69 13.37 20.05 26.74 City of Tampa, Florida [2] 2 Existing Rates (Seasonal Cap 5CCF) $12.00 $34.67 $55.63 $65.04 $74.45 $84.75 $124.32 $165.34 3 Adopted Rates - FY2025 (Seasonal Cap 5CCF) 14.00 37.98 60.21 70.66 81.12 92.55 136.46 181.99 4 Adopted Rates - FY2026 (Seasonal Cap 5CCF) 16.00 40.97 64.14 75.21 86.28 98.38 144.90 193.14 5 Adopted Rates - FY2027 (Seasonal Cap 5CCF) 18.00 43.53 67.20 78.38 89.55 101.78 148.77 197.48 6 Adopted Rates - FY2028 (Seasonal Cap 5CCF) 20.00 46.12 70.32 81.60 92.88 105.23 152.68 201.88 7 Adopted Rates - FY2029 (Seasonal Cap 5CCF) 22.00 48.71 73.43 84.82 96.21 108.67 156.60 206.28 Other Florida Utilities: 8 Hillsborough County $36.24 $56.38 $76.52 $98.36 $121.90 $133.26 $161.66 $199.11 9 JEA (City of Jacksonville) 26.70 39.92 53.14 66.36 85.08 103.80 150.60 197.40 10 Manatee County 39.87 58.07 76.27 94.47 114.09 133.71 151.41 194.01 11 Miami-Dade County 12.46 12.46 38.71 68.60 98.50 128.40 219.33 329.51 12 Pasco County 32.25 49.81 67.37 86.15 106.15 126.15 159.10 203.55 13 Pinellas County 14.24 36.82 59.40 91.70 124.00 156.30 199.75 243.20 14 Polk County 46.57 64.11 82.29 101.11 113.45 119.31 146.96 174.61 15 Sarasota County 41.95 68.89 95.83 124.29 152.75 186.65 231.35 292.85 16 City of Clearwater 65.10 65.10 88.77 136.11 183.45 233.68 366.48 499.28 17 City of Lakeland 31.75 45.61 59.47 73.33 87.99 103.45 131.27 153.48 18 City of Orlando / O.U.C. 33.22 45.94 59.16 72.88 87.35 102.57 135.01 150.26 19 City of Plant City 28.92 46.20 63.48 81.42 100.02 118.62 165.12 183.77 20 City of St. Petersburg 39.89 69.83 99.77 130.26 162.94 200.54 294.54 403.29 21 City of Tallahassee [3] 40.05 55.29 74.13 95.08 116.94 123.56 140.11 160.91 22 City of Temple Terrace 11.85 39.41 66.97 94.53 122.09 152.81 229.61 306.41 23 Other Florida Utilities' Average $33.40 $50.26 $70.75 $94.31 $118.45 $141.52 $192.15 $246.11 [1] rates charged for inside the city service. All rates are as reported by the respective utility. This comparison is intended to show comparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates and charges offered by each listed utility. [2] Sewer maximum or cap based on seasonal water use. Amount estimated to be approximately 3,700 monthly gallons or 5 CCF. [3] Sewer maximum or cap varies based on actual customer use over a four month period. An implied cap of approximately 6,000 monthly gallons was used. Unless otherwise noted, amounts shown reflect residential rates in effect on or after July 2024 and are exclusive of taxes or franchise fees, if any, and reflect E-54 Page 1 of 2Table 4City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Projected Gross RevenuesLineProjected Fiscal Year Ending September 30,No. Description 2024 2025 2026 2027 2028 2029Water and Wastewater Rate Revenues1 Water Rate Revenue at Existing Rates [1] [2]$188,515,622 $182,075,024 $183,013,019 $183,954,661 $184,901,940 $185,854,5202 Wastewater Rate Revenue at Existing Rates [1] [2] [3] 154,769,343 153,166,158 153,906,689 154,650,686 149,197,242 149,947,9723 Additional Revenue from Adopted Rates [4]0 27,670,629 48,850,098 61,529,886 73,757,827 86,745,5634 Other Operating Revenue [5]7,959,872 6,875,328 6,825,300 6,825,300 6,825,300 6,825,3005 Total Water and Wastewater Rate Revenues$351,244,837 $369,787,138 $392,595,106 $406,960,533 $414,682,308 $429,373,355Other Revenues6 Non-Operating Revenue [6]$2,762,634 $3,302,190 $3,224,269 $3,230,837 $3,239,933 $3,249,6137 Unrestricted Interest Income [7]13,003,651 5,653,082 3,948,789 3,580,989 3,781,289 3,986,8898 Total Other Revenues$15,766,285 $8,955,273 $7,173,058 $6,811,826 $7,021,222 $7,236,5029 Total Gross Revenues$367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856Footnotes:[1] Amounts derived from Tables 24 and 25 based on existing (Fiscal Year 2024) rates that were effective on October 1, 2023.Projected amounts based on an annual average customer growth in the system of approximately 0.5% per year. [2] Amounts reflect a loss of annual revenues beginning in Fiscal Year 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. SEE SECTION ON PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS.[3] Amounts include increased annual revenues due to providing temporary bulk wastewater service to Hillsborough County from Fiscal Years 2025 through 2027.SEE SECTION ON PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS.[4] Additional revenues based on recently adopted rates resulting in the following annual average increases in revenue:Projected Fiscal Year Ending September 30,20252026202720282029Water System11.5%6.9%2.4%2.4%2.3%Wastewater System4.4%4.4%4.2%4.4%4.1%Effective DateOct. 1, 2024 Oct. 1, 2025 Oct. 1, 2026 Oct. 1, 2027 Oct. 1, 2028[5] Other Operating Revenues are associated with sales to Tampa Bay Water, the Tampa Bay water surcharge (a pass-through adjustment), and other operating charges derived from Tables 26 and 27. Beginning in Fiscal Year 2025 amount was held constant for the Forecast Period.[6] Non-operating Revenues derived from Tables 26 and 27 which include cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted.E-55 Page 2 of 2Table 4City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Projected Gross Revenues[7] Unrestricted Interest Income are based on the projected cash flows for each fund as shown in Tables 9 and 10, and exclude unrealized gains on investments. For the purposes of calculating Gross Revenues, interest earnings on Connection Fees are unrestricted and available for debt service. During Fiscal Year 2023, the System earned approximately $19 million from cash-basis interest earnings. The amount shown for Fiscal Year 2024 is based on current estimates assuming an average interest rate of 2.0%. Beginning in Fiscal Year 2025, interest income was assumed to be reduced based on an estimated average interest rate of 1% per year. The amount of income is projected to vary over time as reserve funds are used to payfor a portion of the proposed capital projects. E-56 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 1 of 5LineProjected Fiscal Year Ending September 30, [1]No. Description Funding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Water CIP ProjectsCitywide Meter/Hydrant/Valve Installation and Replacement1 Citywide Meter/Hydrant/Valve Installation and ReplacementRates$6,602,566 $6,040,845$0 $9,720,000$0$0 $22,363,4112 Citywide Meter/Hydrant/Valve Installation and ReplacementWCC05,239,15500005,239,1553 Citywide Meter/Hydrant/Valve Installation and ReplacementFuture Bonds008,500,0000 14,940,0000 23,440,0004 Citywide Meter/Hydrant/Valve Installation and ReplacementSeries 202417,638,0510000017,638,0515Total$24,240,617 $11,280,000 $8,500,000 $9,720,000 $14,940,000$0 $68,680,617Citywide Water Main Replacements, Phase 26 Citywide Water Main Replacements, Phase 2Rates$16,920,656 $25,529,291 $1,244,412 $8,324,642 $23,134,200$783,900 $75,937,1017 Citywide Water Main Replacements, Phase 2WCC32,200,000 53,332,790 13,202,29400098,735,0848 Citywide Water Main Replacements, Phase 2Future Bonds00 23,640,000 33,852,000 28,395,389 15,251,100 101,138,4899 Citywide Water Main Replacements, Phase 2Series 202414,947,1270000014,947,12710 Total$64,067,783 $78,862,081 $38,086,706 $42,176,642 $51,529,589 $16,035,000 $290,757,801Comprehensive Infrastructure for Tampa's Neighborhoods11 Comprehensive Infrastructure for Tampa's NeighborhoodsFuture Bonds$0 $31,037,093$0$0$0$0 $31,037,09312 Comprehensive Infrastructure for Tampa's NeighborhoodsSeries 202422,600,0000000022,600,00013 Total$22,600,000 $31,037,093$0$0$0$0 $53,637,093Distribution Master Plan14 Distribution Mater PlanRates$1,500,000$0$0$0$0$0 $1,500,00015 Total$1,500,000$0$0$0$0$0 $1,500,000Lead and Copper Rule Compliance 16 Lead and Copper Rule Compliance Future Bonds$0$0 $2,000,000 $2,000,000 $2,000,000$650,000 $6,650,00017 Lead and Copper Rule Compliance Rates1,264,375000001,264,37518 Lead and Copper Rule Compliance Series 2024385,62500000385,62519 Total$1,650,000$0 $2,000,000 $2,000,000 $2,000,000$650,000 $8,300,000North B St/Himes and Ave CIAC Phase 520 North B St/Himes and Ave CIAC Phase 5Rates$0$0$0$0$0$0$021North B St/Himes and Ave CIAC Phase 5Future Bonds 0000015,000,000 15,000,00022 Total$0$0$0$0$0 $15,000,000 $15,000,000South Tampa Pressure Zone Resiliency Improvements23 South Tampa Pressure Zone Resiliency ImprovementsRates$525,000$0$0$0$0$0$525,00024 Total$525,000$0$0$0$0$0$525,000Southeast Seminole Heights Flooding Relief25 Southeast Seminole Heights Flooding ReliefRates$5,660,000$200,000$0$0$0$0 $5,860,00026 Total$5,660,000$200,000$0$0$0$0 $5,860,000E-57 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 2 of 5LineProjected Fiscal Year Ending September 30, [1]No. Description Funding Source 2024 2025 2026 2027 2028 2029 Total FY24-29D. L. Tippin Actiflo Expansion27 D. L. Tippin Actiflo Expansion Future Bonds $0 $0 $0 $2,173,000$3,379,000 $6,956,000 $12,508,00028 Total$0 $0 $0 $2,173,000 $3,379,000 $6,956,000 $12,508,000D. L. Tippin Chemical System Improvements29 D. L. Tippin Chemical System Improvements Series 2024 $18,494,966 $0 $0 $0 $0 $0 $18,494,96630 Total$18,494,966 $0 $0 $0 $0 $0 $18,494,966D. L. Tippin Facility Expansion - Suspended Ion Exchange (SIX)31 D. L. Tippin Facility Expansion - Suspended Ion Exchange (SIX) Rates $0 $6,442,000 $31,805,000 $0 $0 $0 $38,247,00032 D. L. Tippin Facility Expansion - Suspended Ion Exchange (SIX) Future Bonds 0 1,434,371 0 38,523,000 38,523,000 38,523,000 117,003,37133 Total$0 $7,876,371 $31,805,000 $38,523,000 $38,523,000 $38,523,000 $155,250,371D. L. Tippin Facility Filter Improvements34 D. L. Tippin Facility Filter ImprovementsFuture Bonds$0$35,315,000 $28,664,000 $21,733,000$423,000$0 $86,135,00035 D. L. Tippin Facility Filter ImprovementsSeries 202425,257,8810000025,257,88136 Total$25,257,881 $35,315,000 $28,664,000 $21,733,000$423,000$0 $111,392,881D. L. Tippin High Service Pump Station37 D. L. Tippin High Service Pump StationSeries 2024$9,529,039$0$0$0$0$0 $9,529,03938 Total$9,529,039$0$0$0$0$0 $9,529,039D. L. Tippin Sludge Dewatering Facility39 D. L. Tippin Sludge Dewatering FacilityFuture Bonds$0$0$0$0 $1,734,000 $20,903,000 $22,637,00040 Total$0$0$0$0 $1,734,000$20,903,000 $22,637,000D. L. Tippin Ozone Improvements, Phases 1 and 241 D. L. Tippin Ozone Improvements, Phases 1 and 2Rates$0 $7,289,000$0$0$0$0 $7,289,00042 D. L. Tippin Ozone Improvements, Phases 1 and 2Future Bonds00 11,670,000 11,670,000 8,472,0000 31,812,00043 Total$0 $7,289,000 $11,670,000 $11,670,000 $8,472,000$0 $39,101,000D. L. Tippin Raw Water Pump and Intake Improvements44 D. L. Tippin Raw Water Pump and Intake ImprovementsRates$0 $9,942,000 $15,916,000$15,916,000 $15,916,000 $15,916,000 $73,606,00045 Total$0 $9,942,000 $15,916,000 $15,916,000 $15,916,000 $15,916,000 $73,606,000D. L. Tippin Sitewide Electrical Improvements46 D. L. Tippin Sitewide Electrical ImprovementsRates$0 $22,327,747 $33,917,841$0$0$0 $56,245,58847 D. L. Tippin Sitewide Electrical ImprovementsFuture Bonds000 5,058,00000 5,058,00048 D. L. Tippin Sitewide Electrical ImprovementsSeries 202417,218,5090000017,218,50949 Total$17,218,509 $22,327,747 $33,917,841 $5,058,000$0$0 $78,522,097E-58 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 3 of 5LineProjected Fiscal Year Ending September 30, [1]No. Description Funding Source 2024 2025 2026 2027 2028 2029 Total FY24-29D. L. Tippin Water Plant Treatment Improvements, Phase 250 D. L. Tippin Water Plant Treatment Improvements, Phase 2 Rates $785,580 $500,000 $0 $0 $0 $0 $1,285,58051 D. L. Tippin Water Plant Treatment Improvements, Phase 2 Future Bonds 0 0 500,000 500,000 500,000 500,000 2,000,00052 Total$785,580 $500,000 $500,000 $500,000$500,000 $500,000 $3,285,580Deep Well Injection53 Deep Well Injection Future Bonds $0 $0 $0 $0 $7,694,000 $11,415,000 $19,109,00054 Total$0$0$0$0 $7,694,000$11,415,000 $19,109,000Hillsborough River Dam55 Hillsborough River DamRates$0 $2,000,000$0$0$0$0 $2,000,00056 Hillsborough River DamFuture Bonds002,000,000 2,000,000 2,000,000 2,000,000 8,000,00057 Total$0 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $10,000,000Hydroelectric and Energy Recovery Improvements58 Hydroelectric and Energy Recovery ImprovementsFuture Bonds$0 $8,000,000$0$0$0$0 $8,000,00059 Total$0 $8,000,000$0$0$0$0 $8,000,000Northeast Elevated Storage Tank60 Northeast Elevated Storage TankFuture Bonds$0$0$0$0$0 $1,380,000 $1,380,00061 Total$0$0$0$0$0 $1,380,000 $1,380,000North Embankment Stabilization62 North Embankment StabilizationFuture Bonds$0$472,654$0$0$0$0$472,65463North Embankment StabilizationRates 27,3460000027,34664 Total$27,346$472,654$0$0$0$0$500,000E-59 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 4 of 5LineProjected Fiscal Year Ending September 30, [1]No. Description Funding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Satellite Leak Detection 65 Satellite Leak Detection Future Bonds $0$100,000 $0 $0 $0 $0 $100,00066 Total$0 $100,000 $0 $0 $0 $0 $100,000SCADA Master Plan Implementation67 SCADA Master Plan Implementation Rates $5,018,498 $3,000,000 $0 $0 $0 $0 $8,018,49868 SCADA Master Plan Implementation Future Bonds 0 0 3,000,000 3,000,000 3,000,000 2,000,000 11,000,00069 Total$5,018,498 $3,000,000 $3,000,000 $3,000,000 $3,000,000 $2,000,000 $19,018,498Sulphur Springs Flow Augmentation - Feasibility 70 Sulphur Springs Flow Augmentation - Feasibility Rates$452,250 $1,200,000 $3,125,000 $3,250,000$0$0 $8,027,25071 Total$452,250 $1,200,000 $3,125,000 $3,250,000$0$0 $8,027,250Enterprise Work Order and Asset Management System72 Enterprise Work Order and Asset Management SystemSeries 2024$1,237,395$0$0$0$0$0 $1,237,39573 Total$1,237,395$0$0$0$0$0 $1,237,395Cost Allocation74 Cost AllocationRates$3,126,680 $1,451,118 $7,500,000 $7,800,000 $8,100,000 $8,400,000 $36,377,79875 Cost AllocationFuture Bonds0 1,813,51800001,813,51876 Cost AllocationSeries 20243,381,388000003,381,38877 Total$6,508,068 $3,264,636 $7,500,000 $7,800,000 $8,100,000 $8,400,000 $41,572,704Plan of Finance Adjustments78 Projects Allocated to Future BondsFuture Bonds$0 ($78,172,636) ($79,974,000) ($120,509,000) ($111,060,389) ($114,578,100) ($504,294,125)79 Future Project Costs - Series 2026Series 20260 78,172,636000078,172,63680 Future Project Costs - Series 2027Series 202700 79,974,00000079,974,00081 Future Project Costs - Series 2028Series 2028000 120,509,00000 120,509,00082 Future Project Costs - Series 2029Series 20290000 111,060,3890 111,060,38983 Future Project Costs - Series 2030Series 203000000114,578,100 114,578,10084 Operating Reserve FundOp Res0 25,000,000 25,000,00000050,000,00085 Use of Existing Renewal and Replacement Fund ReservesWCC000000086 Use of Existing Renewal and Replacement Fund Reserves [2]WCC40,000,000 5,720,000 5,720,000 5,720,000 5,720,000 5,720,000 68,600,00087 Adjustments to Rate Funded Capital / Additional Pay-go [2]Rates(40,000,000) (30,720,000) (30,720,000) (5,720,000) (5,720,000) (5,720,000) (118,600,000)88 Total$0$0$0$0$0$0$089Total Water CIP Projects $204,772,932 $222,666,582 $186,684,547 $165,519,642 $158,210,589$139,678,000 $1,077,532,292Other Capital Expenditures90 Operating CapitalRates$3,863,591 $5,466,500 $5,095,300 $5,946,347 $6,071,025 $6,198,635 $32,641,39891Budget ReserveRates 000000092Total Other Capital Expenditures$3,863,591 $5,466,500 $5,095,300 $5,946,347 $6,071,025 $6,198,635 $32,641,39893Total Water System Capital Expenditures $208,636,523 $228,133,082 $191,779,847 $171,465,989 $164,281,614$145,876,635 $1,110,173,690E-60 Table 5City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Capital Improvement ProgramPage 5 of 5LineProjected Fiscal Year Ending September 30, [1]No. Description Funding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Funding Source Summary94 Capital Funded from Rates (Use of Reserves)Op Res$0 $25,000,000 $25,000,000$0$0$0 $50,000,00095 Capital Funded from Rates (Current Year Revenues)Rates5,746,542 60,668,501 67,883,55345,236,989 47,501,225 25,578,535 252,615,34596 Water Capital Construction Fund (Use of Reserves)WCC72,200,000 64,291,945 18,922,2945,720,000 5,720,000 5,720,000 172,574,23997 Proposed Future Senior Lien Debt 1 - Series 2024Series 2024130,689,98100000130,689,98198 Proposed Future Senior Lien Debt 2 - Series 2025Series 2025000000099 Proposed Future Senior Lien Debt 3 - Series 2026Series 20260 78,172,636000078,172,636100 Proposed Future Senior Lien Debt 4 - Series 2027Series 202700 79,974,00000079,974,000101 Proposed Future Senior Lien Debt 5 - Series 2028Series 2028000 120,509,00000 120,509,000102 Proposed Future Senior Lien Debt 6 - Series 2029Series 20290000 111,060,3890 111,060,389103 Proposed Future Senior Lien Debt 7 - Series 2030Series 203000000114,578,100 114,578,100104Total Funding Sources$208,636,523 $228,133,082 $191,779,847 $171,465,989 $164,281,614$145,876,635 $1,110,173,690Footnotes:[1] Amounts provided by City staff on or about 08/07/2024.[2] Adjustments based on budgeted construction fund reserves allocated to fund a portion of the capital plan.E-61 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 1 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Watewater CIP ProjectsH. F. Curren AWTP Master Plan 1 H. F. Curren AWTP Master Plan Future Bonds$0 $64,318,681 $10,000,000$30,500,000 $18,500,000$0 $123,318,6812 H. F. Curren AWTP Master Plan Construction0 64,318,681 15,000,000000 79,318,6813 H. F. Curren AWTP Master Plan Rates0 17,034,9140000 17,034,9144 H. F. Curren AWTP Master Plan Series 2024 65,288,75600000 65,288,7565Total$65,288,756 $145,672,276 $25,000,000 $30,500,000 $18,500,000$0 $284,961,032Fleet Decentralization - Port Tampa6 Fleet Decentralization - Port TampaFuture Bonds$0$0$0$0$0$0$07 Fleet Decentralization - Port TampaRates1,173,739 14,000,0000000 15,173,7398 Fleet Decentralization - Port TampaSeries 202400000009Total$1,173,739 $14,000,000$0$0$0$0 $15,173,739Neighborhood Collection System Rehabilitation 10 Neighborhood Collection System Rehabilitation Future Bonds$0$0$0 $7,500,000 $7,500,000 $10,000,000 $25,000,00011 Neighborhood Collection System Rehabilitation Rates0 7,500,000 7,500,000000 15,000,00012 Neighborhood Collection System Rehabilitation Series 2024000000013 Total$0 $7,500,000 $7,500,000 $7,500,000 $7,500,000 $10,000,000 $40,000,000Sulphur Springs Pumping Station Design Build14 Sulphur Springs Pumping Station Design BuildFuture Bonds$0$0 $30,000,000$0$0$0 $30,000,00015 Sulphur Springs Pumping Station Design BuildRates0 6,000,0000000 6,000,00016 Sulphur Springs Pumping Station Design BuildSeries 2024 1,249,94000000 1,249,94017 Total$1,249,940 $6,000,000 $30,000,000$0$0$0 $37,249,940Pumping Stations Rehabilitation Design Build 18 Pumping Stations Rehabilitation Design Build Future Bonds$0$0$112,500 $1,644,100$0$0 $1,756,60019 Pumping Stations Rehabilitation Design Build Rates0 5,925,000 7,012,500 4,355,90000 17,293,40020 Pumping Stations Rehabilitation Design Build Series 2024 15,072,55300000 15,072,55321 Total$15,072,553 $5,925,000 $7,125,000 $6,000,000$0$0 $34,122,553Collection System Rehabilitation Contract22 Collection System Rehabilitation ContractFuture Bonds$0$0$0$0 $4,500,000 $3,550,000 $8,050,00023 Collection System Rehabilitation ContractRates0 4,300,000 4,500,000 4,500,0000 1,200,000 14,500,00024 Collection System Rehabilitation ContractSeries 2024 2,674,88500000 2,674,88525 Total$2,674,885 $4,300,000 $4,500,000 $4,500,000 $4,500,000 $4,750,000 $25,224,885Annual Wastewater Cured-in-place Pipeline Rehabilitation Contract26 Annual Wastewater Cured-in-place Pipeline Rehabilitation ContractFuture Bonds$0$0$0$0 $3,000,000$0 $3,000,00027 Annual Wastewater Cured-in-place Pipeline Rehabilitation ContractRates0 3,000,000 3,000,000 3,000,0000 3,000,000 12,000,00028 Annual Wastewater Cured-in-place Pipeline Rehabilitation ContractSeries 2024000000029 Total$0 $3,000,000 $3,000,000 $3,000,000 $3,000,000 $3,000,000 $15,000,000E-62 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 2 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Wastewater Manhole Rehabilitation30 Wastewater Manhole Rehabilitation Future Bonds $0 $0 $0 $0 $2,500,000 $0 $2,500,00031 Wastewater Manhole Rehabilitation Rates 0 2,500,000 2,000,000 2,500,0000 2,500,000 9,500,00032 Wastewater Manhole Rehabilitation Series 2024 2,768,716 0 0 0 0 0 2,768,71633 Total$2,768,716 $2,500,000 $2,000,000 $2,500,000 $2,500,000 $2,500,000 $14,768,716University Pumping Station Rehabilitation34 University Pumping Station Rehabilitation Future Bonds $0 $0$25,000,000 $0 $0 $0 $25,000,00035 University Pumping Station Rehabilitation Rates 0 2,000,000 0 0 0 0 2,000,00036 University Pumping Station Rehabilitation Series 2024000000037 Total$0 $2,000,000 $25,000,000$0 $0 $0 $27,000,000Miscellaneous Pumping Station Repairs38 Miscellaneous Pumping Station Repairs Future Bonds $0 $0 $0 $0 $2,000,000 $0 $2,000,00039 Miscellaneous Pumping Station Repairs Rates 0 1,500,000 1,500,000 1,500,0000 2,500,000 7,000,00040 Miscellaneous Pumping Station RepairsSeries 202450,51100000 50,51141 Total$50,511 $1,500,000 $1,500,000 $1,500,000 $2,000,000 $2,500,000 $9,050,511H. F. Curren Miscellaneous Treatment Plant Improvements42 H. F. Curren Miscellaneous Treatment Plant ImprovementsFuture Bonds$0 $298,407$0$0 $1,500,000$0 $1,798,40743 H. F. Curren Miscellaneous Treatment Plant ImprovementsRates0 1,500,000 1,500,000 1,500,0000 5,000,000 9,500,00044 H. F. Curren Miscellaneous Treatment Plant ImprovementsSeries 2024000000045 Total$0 $1,798,407 $1,500,000 $1,500,000 $1,500,000 $5,000,000 $11,298,407H. F. Curren Plant AWTP HVAC Replacement, Design-Build46 H. F. Curren Plant AWTP HVAC Replacement, Design-BuildFuture Bonds$0$0$0$0$0$0$047 H. F. Curren Plant AWTP HVAC Replacement, Design-BuildRates0 1,000,000 7,000,000000 8,000,00048 H. F. Curren Plant AWTP HVAC Replacement, Design-BuildSeries 2024 586,27300000 586,27349 Total$586,273 $1,000,000 $7,000,000$0$0$0 $8,586,27318th Street Pumping Station Rehabilitation 50 18th Street Pumping Station Rehabilitation Future Bonds$0$0$0$0$0$0$051 19th Street Pumping Station Rehabilitation Rates0750,000 1,375,000000 2,125,00052 20th Street Pumping Station Rehabilitation Series 2024000000053 Total$0 $750,000 $1,375,000$0$0$0 $2,125,000Engineering Consultant Services54 Engineering Consultant ServicesFuture Bonds$0$0$0$0 $750,000$0 $750,00055 Engineering Consultant ServicesRates0 714,600 750,000 750,0000 750,000 2,964,60056 Engineering Consultant ServicesSeries 2024 469,09700000 469,09757 Total$469,097 $714,600 $750,000 $750,000$750,000 $750,000 $4,183,697E-63 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 3 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Tuberculated Gravity Pipeline Rehabilitation58 Tuberculated Gravity Pipeline Rehabilitation Future Bonds $0 $0 $0 $0 $0 $0 $059 Tuberculated Gravity Pipeline Rehabilitation Rates 0 0 1,500,000 0 0 0 1,500,00060 Tuberculated Gravity Pipeline Rehabilitation Series 2024 126,726 0 0 0 0 0 126,72661 Total$126,726 $0 $1,500,000 $0 $0 $0 $1,626,726Force Main Discharge Rehabilitation62 Force Main Discharge Rehabilitation Future Bonds $0 $0 $0 $0 $2,000,000 $0 $2,000,00063 Force Main Discharge Rehabilitation Rates 0 0 2,000,000 2,000,000 0 2,000,000 6,000,00064 Force Main Discharge Rehabilitation Series 2024 134,655 0 0 0 0 0 134,65565 Total$134,655 $0 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $8,134,655H. F. Curren Mixed Sludge Pumping Station MCC replacements66 H. F. Curren Mixed Sludge Pumping Station MCC replacements Future Bonds $0 $0 $0 $0 $0 $0 $067 H. F. Curren Mixed Sludge Pumping Station MCC replacements Rates 0 0 0 2,000,000 0 0 2,000,00068 H. F. Curren Mixed Sludge Pumping Station MCC replacements Series 2024000000069 Total$0 $0 $0 $2,000,000 $0 $0 $2,000,00043rd St Pumping Station Rehabilitation 70 43rd St Pumping Station Rehabilitation Future Bonds $0 $0 $0 $0$15,000,000 $0 $15,000,00071 44th St Pumping Station Rehabilitation Rates 0 0 0 1,750,000 0 0 1,750,00072 45th St Pumping Station Rehabilitation Series 2024000000073 Total$0 $0 $0 $1,750,000 $15,000,000 $0 $16,750,000East Tampa Pumping Station Rehabilitation74 East Tampa Pumping Station Rehabilitation Future Bonds $0 $0 $0 $0 $6,250,000 $0 $6,250,00075 East Tampa Pumping Station Rehabilitation Rates 0 0 0 1,750,000 8,750,000 0 10,500,00076 East Tampa Pumping Station Rehabilitation Series 2024000000077 Total$0 $0 $0 $1,750,000 $15,000,000 $0 $16,750,000Deluil Pumping Station Rehabilitation 78 Deluil Pumping Station Rehabilitation Future Bonds $0 $0 $0 $0 $2,000,000 $0 $2,000,00079 Deluil Pumping Station Rehabilitation Rates000000080 Deluil Pumping Station Rehabilitation Series 2024000000081 Total$0 $0 $0 $0 $2,000,000 $0 $2,000,000Mulberry Pumping Station Rehabilitation82 Mulberry Pumping Station Rehabilitation Future Bonds $0 $0 $0 $0 $1,800,000 $0 $1,800,00083 Mulberry Pumping Station Rehabilitation Rates000000084 Mulberry Pumping Station Rehabilitation Series 2024000000085 Total$0 $0 $0 $0 $1,800,000 $0 $1,800,000E-64 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 4 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Large Gravity Sewer Cleaning86 Large Gravity Sewer Cleaning Future Bonds $0 $0 $0 $0 $1,500,000 $0 $1,500,00087Large Gravity Sewer Cleaning Rates 000001,500,000 1,500,00088 Large Gravity Sewer Cleaning Series 2024000000089 Total$0 $0 $0 $0 $1,500,000$1,500,000 $3,000,000H. F. Curren Filter Building No. 1 MCC 58A Replacement90 H. F. Curren Filter Building No. 1 MCC 58A Replacement Future Bonds $0 $0 $0 $0 $1,500,000 $0 $1,500,00091 H. F. Curren Filter Building No. 1 MCC 58A Replacement Rates000000092 H. F. Curren Filter Building No. 1 MCC 58A Replacement Series 2024000000093 Total$0 $0 $0 $0 $1,500,000 $0 $1,500,000H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements 94 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements Future Bonds $0 $0 $0 $0$750,000 $40,000,000 $40,750,00095 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements Rates000000096 H. F. Curren Filter Building No. 1 and No. 2; Denitrification Filters Improvements Series 2024000000097 Total$0 $0 $0 $0 $750,000 $40,000,000 $40,750,000Dexter Pumping Station Rehabilitation 98 Dexter Pumping Station Rehabilitation Future Bonds $0 $0 $0 $0 $0 $0 $099 Dexter Pumping Station Rehabilitation Rates000002,500,000 2,500,000100 Dexter Pumping Station Rehabilitation Series 20240000000101 Total$0 $0 $0 $0 $0 $2,500,000 $2,500,000Ybor Pumping Station Automatic Bar Screen102 Ybor Pumping Station Automatic Bar ScreenFuture Bonds$0$0$0$0$0$0$0103Ybor Pumping Station Automatic Bar ScreenRates 000003,000,000 3,000,000104 Ybor Pumping Station Automatic Bar ScreenSeries 202411,61000000 11,610105 Total$11,610$0$0$0$0 $3,000,000 $3,011,610Gandy Gardens Pumping Station Rehabilitation 106 Gandy Gardens Pumping Station Rehabilitation Future Bonds$0$0$0$0$0$0$0107 Gandy Gardens Pumping Station Rehabilitation Rates000001,250,000 1,250,000108 Gandy Gardens Pumping Station Rehabilitation Series 20240000000109 Total$0$0$0$0$0 $1,250,000 $1,250,000E-65 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 5 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Other Major Improvements110 109th Avenue Pumping Station Rehabilitation Series 2024 $2,201,000 $0 $0 $0 $0 $0 $2,201,000111 Adalee Pumping Station Rehabilitation Series 2024 1,046,500 0 0 0 0 0 1,046,500112 Ballast Point Pumping Station Rehabilitation Series 2024 154,713 0 0 0 0 0 154,713113 Bayshore Pumping Station Pump Addition Series 2024 11,998,37000000 11,998,370114 Citywide Wastewater Collection Systems RepairSeries 2024 4,271,37200000 4,271,372115 Comprehensive Infrastructure for Tampa's Neighborhoods, Phase ISeries 20244,000000004,000116 Dayflower Pumping Station RehabilitationSeries 202467,00000000 67,000117 Dazzo Pumping Station RehabilitationSeries 2024 1,271,50000000 1,271,500118 Downtown Interchange Wastewater Collection System Rehabilitation by CIPP LiningSeries 2024 930,74600000 930,746119 Executive Park Gravity Sewer ReplacementSeries 2024 124,78100000 124,781120 Golfview Gravity Sewer Rehabilitation by CIPP liningSeries 2024 543,82400000 543,824121 Gunlock Pumping Station Generator Addition and Electrical UpgradesSeries 2024 650,50000000 650,500122 H. F. Curren Denitrification Filter Building UpgradesSeries 20246,503000006,503123 H. F. Curren Final Sedimentation Tanks 1-6 Process Air Piping ReplacementSeries 2024 738,53900000 738,539124 H. F. Curren New Filter Building PLC ReplacementSeries 2024 172,53600000 172,536125 H. F. Curren Sludge Dewatering Facility Rehabilitation Design ServicesSeries 202490,65200000 90,652126 H. F. Curren Standby Power System ImprovementsSeries 2024 110,24300000 110,243127 H. F. Curren Miscellaneous Concrete RepairSeries 202410,27400000 10,274128 Harbour Island Force Main ReplacementSeries 2024 350,00000000 350,000129 H. F. Curren Chemical Unloading Train RailSeries 202473,72500000 73,725130 Idlewild Pumping Station Collection System Gravity Rehabilitation by CIPP LiningSeries 2024 594,86300000 594,863131 Kirby Street Force Main and Gomez Pumping Station Force Main ImprovementsSeries 2024 2,236,22000000 2,236,220132 Krause Pumping Station Standby GeneratorSeries 202412,75800000 12,758133 Lemon St – Gray St Trunk Sewer RehabilitationSeries 202494,04000000 94,040134 Manhole RehabilitationSeries 2024 119,09700000 119,097135 Miscellaneous Wastewater System Replacement/RelocationSeries 202422,34200000 22,342136Nebraska Avenue Gravity Sewer Rehabilitation by CIPP Lining – Busch Boulevard to Fowler AvenueSeries 2024 580,17600000 580,176137Ola Avenue between MLK Boulevard and 7th Avenue Collections System Rehabilitation by CIPP LiningSeries 2024 1,516,53400000 1,516,534138 Parke East and Idlewild Pumping Stations RehabilitationSeries 2024 1,801,30000000 1,801,300139 Prescott Pumping Station RehabilitationSeries 2024 3,089,23300000 3,089,233140 Ridgewood Collection System CIPP LiningSeries 2024 109,45400000 109,454141 Virginia Pumping Station RehabilitationSeries 202411,48600000 11,486142 West Riverside Heights Gravity Sewer Rehabilitation by CIPP LiningSeries 2024 986,79800000 986,798143Westshore Boulevard Gravity Sewer Rehabilitation by CIPP Lining - Gandy Boulevard to Cleveland StreetSeries 2024 997,61400000 997,614144 H. F. Curren AWTP North Parking Lot ExpansionRates45,91200000 45,912145Total$37,034,606$0$0$0$0$0$37,034,606Cost Allocation146 Cost AllocationFuture Bonds$0 $1,909,737$0$0$0$0 $1,909,737147 Cost AllocationRates0 821,590 6,000,000 6,250,000 6,500,000 6,750,000 26,321,590148 Cost AllocationSeries 2024 3,716,26100000 3,716,261149 Total$3,716,261 $2,731,327 $6,000,000 $6,250,000 $6,500,000 $6,750,000 $31,947,588E-66 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 6 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Plan of Finance Adjustments150 Projects Allocated to Future BondsFuture Bonds$0 ($66,526,825) ($65,112,500) ($39,644,100) ($71,050,000) ($53,550,000) ($295,883,425)151 Future Project Costs - Series 2026Series 20260 66,526,8250000 66,526,825152 Future Project Costs - Series 2027Series 202700 65,112,500000 65,112,500153 Future Project Costs - Series 2028Series 2028000 39,644,10000 39,644,100154 Future Project Costs - Series 2029Series 2029000071,050,0000 71,050,000155 Future Project Costs - Series 2030Series 20300000053,550,000 53,550,000156 Adjustments to Operating Reserve FundOp Res0 40,000,000 20,000,000000 60,000,000157 Adjustments to Construction Fund [2]Construction0 5,280,000 5,280,000 5,280,000 5,280,000 5,280,000 26,400,000158 Adjustments to Rate Funded Capital / Additional Pay-go [2]Rates0 (45,280,000) (25,280,000) (5,280,000) (5,280,000) (5,280,000) (86,400,000)159 Total$0$0$0$0$0$0$0160Total Wastewater CIP Projects$130,358,328 $199,391,610 $125,750,000 $71,500,000 $86,300,000 $85,500,000 $698,799,938Other Capital Expenditures161 Operating CapitalRates $5,544,470 $3,974,653 $3,214,600$3,291,750 $3,370,752 $3,534,490 $22,930,715162 Budget ReserveRates 0000000163Total Other Capital Expenditures$5,544,470 $3,974,653 $3,214,600 $3,291,750 $3,370,752 $3,534,490 $22,930,715164Total Wastewater System Capital Expenditures$135,902,798 $203,366,263 $128,964,600 $74,791,750 $89,670,752 $89,034,490 $721,730,653E-67 Table 6City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Capital Improvement ProgramPage 7 of 7LineProjected Fiscal Year Ending September 30, [1]No. DescriptionFunding Source 2024 2025 2026 2027 2028 2029 Total FY24-29Funding Source Summary165 Capital Funded from Rates (Use of Reserves)Op Res$0 $40,000,000 $20,000,000$0$0$0 $60,000,000166 Capital Funded from Rates (Current Year Revenues)Rates6,764,121 27,240,757 23,572,10029,867,650 13,340,752 30,204,490 130,989,870167 Wastewater Capital Construction Fund (Use of Reserves)Construction0 69,598,681 20,280,000 5,280,000 5,280,0005,280,000 105,718,681168 Proposed Future Senior Lien Debt 1 - Series 2024Series 2024 129,138,67700000 129,138,677169 Proposed Future Senior Lien Debt 2 - Series 2025Series 20250000000170 Proposed Future Senior Lien Debt 3 - Series 2026Series 20260 66,526,8250000 66,526,825171 Proposed Future Senior Lien Debt 4 - Series 2027Series 202700 65,112,500000 65,112,500172 Proposed Future Senior Lien Debt 5 - Series 2028Series 2028000 39,644,10000 39,644,100173 Proposed Future Senior Lien Debt 6 - Series 2029Series 2029000071,050,0000 71,050,000174 Proposed Future Senior Lien Debt 7 - Series 2030Series 20300000053,550,000 53,550,000175Total Funding Sources$135,902,798 $203,366,263 $128,964,600 $74,791,750 $89,670,752 $89,034,490 $721,730,653Footnotes:[1] Amounts provided by City staff on or about 08/07/2024.[2] Adjustments based on budgeted construction fund reserves allocated to fund a portion of the capital plan.E-68 Page 1 of 3Table 7City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportHistorical Operating Results and Debt Service CoverageLineHistorical Fiscal Year Ending September 30, [1]No. Description 2019 2020 2021 2022 2023Gross Revenues:1 Water and Wastewater Rate Revenue $229,533,936 $242,949,222 $262,123,408 $295,076,795 $330,141,4322 Less Reserve for Rate Stabilization Fund [2] 0 0 (7,000,000) 0 (7,000,000)3 Other Revenues [3] 6,835,082 4,941,560 5,029,674 4,638,508 15,767,3044 Total Gross Revenues $236,369,018 $247,890,782 $260,153,082 $299,715,303 $338,908,736Operating Expenses: [4]5 Salaries and Employee Benefits [5] $50,313,860 $51,293,559 $56,521,153 $58,044,299 $65,054,8646 Supplies and Materials 24,658,940 26,372,836 27,527,659 32,726,030 39,726,7927 Contract Services 7,357,462 8,555,622 7,965,135 8,122,863 13,406,4828 Other Services and Charges 39,204,536 43,704,137 42,285,047 46,854,661 56,826,6569 Total Operating Expenses $121,534,798 $129,926,154 $134,298,994 $145,747,853 $175,014,79410 Net Revenues without Connection Fees $114,834,220 $117,964,628 $125,854,088 $153,967,450 $163,893,94211 Connection Fees [6] 5,295,966 4,411,258 4,606,567 7,812,826 7,715,31812Net Revenues plus Connections Fees$120,130,186 $122,375,886 $130,460,655 $161,780,276 $171,609,260Senior Lien Coverage 13 Senior Lien Annual Debt Service [7] $17,470,073 $19,141,863 $27,838,374 $31,822,448 $42,819,861Test A [8]14 Coverage Ratio - Calculated [9]6.886.394.695.084.0115 Coverage Ratio - Required 1.201.201.201.201.20Test B [8]16 Coverage Ratio - Calculated [10]6.576.164.524.843.8317 Coverage Ratio - Required 1.001.001.001.001.00Subordinate Lien Coverage18 Net Revenues After Payments of Senior Lien Debt$102,660,113 $103,234,023 $102,622,281 $129,957,828 $128,789,39919 Subordinate Lien Annual Debt Service [11]$2,420,049 $2,420,049 $1,788,839 $1,948,608 $1,948,60820 Coverage Ratio - Calculated [12]42.4242.6657.3766.6966.0921 Coverage Ratio - Required1.151.151.151.151.1522 Revenues Available for Other Purposes$100,240,064 $100,813,974 $100,833,442 $128,009,220 $126,840,791Footnotes provided on the following page.E-69 Page 2 of 3Table 7City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportHistorical Operating Results and Debt Service CoverageFootnotes:[1]Amounts prepared based on the Bond Resolution. Numbers may not add up due to rounding. Amounts shown derived from information provided in each respective Fiscal Year Annual Comprehensive Financial Report (ACFR) and other financial information provided by the City.[2]The Reserve for Rate Stabilization Fund is presented separately for more clarity. Pursuant to the Bond Resolution, when the City makes transfers to the Rate Stabilization Fund, the amounts are deducted from Gross Revenues. If amounts are used in a subsequent year, the transfers from the Rate Stabilization Fund are then added to Gross Revenues. Based on discussions with City staff, the total Rate Stabilization Fund amount of $34.0 million as of September 30, 2023is reflected in the Operating Reserve Fund balance as summarized on Table 11.[3] Other Revenues include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. Amounts exclude Water and Wastewater Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. [4] Pursuant to the Bond Resolution, Operating Expenses do not include depreciation or amortization expenses, payment in lieu of taxes ("PILOT"),payment in lieu of franchise fees ("PILOFF"), unrealized losses on investments, or any other loss that does not result in an expenditure of cash.[5] Amounts prepared based on the Bond Resolution, which were adjusted to account for non-cash pension and other post employment benefit (OPEB) expenses as shown below. Amounts provided by City staff.Historical Fiscal Year Ending September 30,2019 2020 2021 2022 2023Salaries and Employee Benefits $53,911,900 $60,915,498 $41,434,852 $57,244,014 $69,989,958Adjustment for Non-cash Pension and OPEB Expenses [*] (3,598,040) (9,621,939) 15,086,301 800,285 (4,935,094)Salaries and Employee Benefits (Net) $50,313,860 $51,293,559 $56,521,153 $58,044,299 $65,054,864__________[*] As provided by City staff.[6] Pursuant to the Bond Resolution, all Connection Fees are pledged to the repayment of the Bonds. Under Florida law, Connection Fees may only be used to pay debt service on Bonds that financed or refinanced expansion-related capital improvements. If Connection Fees are used to pay debt service on Bonds that were not expansion-related, the City is required to repay the applicable Connection Fees Fund from Net Revenues as provided in the Bond Resolution. Based on discussions with City staff, the City believes it has not applied any Connection Fees above the allowable level. Below are the actual amountsused over the Historical Period.Historical Fiscal Year Ending September 30,2019 2020 2021 2022 2023Actual Wastewater Connection Fees Used to Pay Debt Service $11,500,000 $3,000,000 $3,000,000 $3,000,000 $3,000,000__________[*] Amounts provided by City staff. As of September 30, 2023, the City retained approximately $20 million in the Connection Fee Funds.[7] For the purpose of debt service calculation, pursuant to the Bond Resolution, payments due October 1 are considered to be due and payable on the immediately preceding September 30 for purposes of the definition of Annual Debt Service.E-70 Page 3 of 3Table 7City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportHistorical Operating Results and Debt Service Coverage[8] The Rate Covenant of the Bond Resolution requires that in each Fiscal Year: A) Net Revenues and Connection Fees must equal at least 120% of the Annual Debt Service of the Senior Lien Bonds; and B) Net Revenues without Connection Fees must equal at least 100% of the Annual Debt Service of the Senior Lien Bonds and any other required payments. No other required payments described in the rate covenant set forth in Section 5.04 of the Bond Resolution were identified for the Historical Period.[9] Amounts derived based on Net Revenues and Connection Fees divided by Senior Lien Debt Service.[10] Amounts derived based on Net Revenues without Connection Fees divided by Senior Lien Debt Service.[11] For debt service on Subordinated Indebtedness, the amounts were based on the principal and interest payments becoming due in each Fiscal Year.[12] Debt service on Subordinated Indebtedness includes outstanding FDEP Loans (State Revolving Fund Loans), which require a 1.15 coverage ratio after payment of Senior Lien Bonds.E-71 Page 1 of 2Table 8City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Operating Results and Debt Service CoverageLineProjected Fiscal Year Ending September 30,No. Description 2024 2025 2026 2027 2028 2029Gross Revenues:1 Water and Wastewater Rate Revenue at Adopted Rates [1] $351,244,837 $369,787,138 $392,595,106 $406,960,533 $414,682,308 $429,373,3552 Other Revenues [2] 15,766,285 8,955,273 7,173,058 6,811,826 7,021,222 7,236,5023 Total Gross Revenues $367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856Operating Expenses: [3] [4]4 Salaries and Employee Benefits$71,350,094 $76,059,870 $80,358,400 $84,911,300 $89,734,800 $94,845,9005 Supplies and Materials43,391,738 41,125,261 43,881,221 46,637,394 48,761,663 51,877,2336 Contract Services15,188,708 17,229,422 17,467,003 17,771,500 18,083,100 18,402,3007 Other Services and Charges60,039,697 65,488,950 67,913,051 70,383,677 72,933,170 75,644,8538 Total Operating Expenses$189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,2859 Net Revenues without Connection Fees$177,040,885 $178,838,908 $190,148,490 $194,068,487 $192,190,798 $195,839,57110 Connection Fees [5]2,929,344 3,042,876 3,055,151 3,068,560 3,084,015 3,100,74311Net Revenues plus Wastewater Connection Fees$179,970,229 $181,881,785 $193,203,641 $197,137,047 $195,274,813 $198,940,314Senior Lien Coverage 12 Senior Lien Annual Debt Service [6] $43,987,047 $57,203,263 $62,314,069 $70,768,246 $79,908,680 $89,557,162Test A [7]13 Coverage Ratio - Calculated [8]4.093.183.102.792.442.2214 Coverage Ratio - Required 1.201.201.201.201.201.20Test B [7]15 Coverage Ratio - Calculated [9]4.023.133.052.742.412.1916 Coverage Ratio - Required 1.001.001.001.001.001.00Subordinate Lien Coverage17 Net Revenues After Payments of Senior Lien Bonds $135,983,182 $124,678,522 $130,889,572 $126,368,801 $115,366,133 $109,383,15218 Subordinate Lien Annual Debt Service [10] $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,60819 Coverage Ratio - Calculated [11] 69.78 63.98 67.17 64.85 59.20 56.1320 Coverage Ratio - Required 1.15 1.15 1.15 1.15 1.15 1.1521 Revenues Available for Lawful System Purposes $134,034,574 $122,729,914 $128,940,964 $124,420,193 $113,417,526 $107,434,544Footnotes provided on the following page.E-72 Page 2 of 2Table 8City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Operating Results and Debt Service CoverageFootnotes:[1]Amounts derived from Table 4, and include additional revenues from the City's adopted water and wastewater rates through Fiscal Year 2029.Amounts reflect a loss of annual revenues beginning in Fiscal Year 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. Amounts include increased annual revenues due to providing temporary bulk wastewater service to Hillsborough County from Fiscal Years 2025 through 2027.SEE SECTION ON PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS.[2] Other Revenues derived from Table 4 include cash investment earnings, cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted. The cash investment earnings are decreasing due to an assumed lower earnings rate and based on the projected cash flows for each fund as derived in Tables 9 and 10. Amounts exclude Connection Fees, capital grant revenues, gains on sale of assets, and unrealized gains on investments. [3] Amounts derived from Tables 13 and 16. Pursuant to the Bond Resolution, Operating Expenses do not include depreciation or amortization expenses, payment in lieu of taxes (PILOT),payment in lieu of franchise fees (PILOFF), losses on sale of assets, or unrealized losses on investments. The amounts shown above were reconciled to Tables 13 and 16 as shown below:Projected Fiscal Year Ending September 30,2024 2025 2026 2027 2028 2029Water System Cost of Operation and Maintenance Expenses [a] $110,893,509 $116,852,932 $122,262,001 $127,472,719 $132,959,320 $138,737,463Wastewater System Cost of Operation and Maintenance Expenses [b]110,552,627 115,731,671 121,454,873 127,370,452 132,388,912 138,941,323Sub-total Cost of Operation and Maintenance Expenses$221,446,137 $232,584,603 $243,716,874 $254,843,172 $265,348,232 $277,678,785Less PILOT / PILOFF Payments [c](31,475,900) (32,681,100) (34,097,200) (35,139,300) (35,835,500) (36,908,500)Total Operating Expenses$189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,285__________[a] Amounts derived from Table 13.[b] Amounts derived from Table 16.[c] Amounts reflect the sum of the PILOT and PILOFF payments derived from Tables 13 and 16 that are excluded from the definition of Operating Expenses as defined in the Bond Resolution.[4] As shown on Tables 13 and 16, Operating Expenses were projected to increase approximately 4.9% per year on average over the Forecast Period. Based on discussions with City staff, certain adjustments were made to account for future inflation and to recognize increases to expenses resulting from temporary bulk wastewater service to Hillsborough County while recognizing decreases to expenses if the Palm River Service Area is sold to Hillsborough County. SEE SECTION ON PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS.[5] Pursuant to the Bond Resolution, all Connection Fees are pledged to the repayment of the Bonds. Under Florida Law, Connection Fees may only be used to pay debt service on Bonds that financed or refinanced expansion-related capital improvements under the terms of the Bond Resolution. If Connection Fees are used to pay debt service on Bonds that were not expansion-related, the City is required to repay the applicable Connection Fees Fund from Net Revenues as provided in the Bond Resolution. The amounts are derived from Tables 9 and 10, and based on discussions with City staff, only the amount of projectedWastewater Connection Fees are considered as being available to pay the debt service on the Bonds allocable to Wastewater System expansion.Future customer growth was assumed to be approximately 0.5% per year.[6] Amounts derived from Table 22. For the purpose of debt service calculation, pursuant to the Bond Resolution, payments due October 1 are considered to be due and payable on the immediately preceding September 30 for purposes of the definition of Annual Debt Service. As shown on Table 22, Annual Debt Service is projected to increase just beyond the Forecast Period through Fiscal Year 2031 when the projected Series 2030 Bonds are assumed to fully amortize.[7] The rate covenant set forth in the Bond Resolution generally requires that in each Fiscal Year: A) Net Revenues and Connection Fees must equal at least 120% of the Annual Debt Service of the senior lien Bonds; and B) Net Revenues only must equal at least 100% of the Annual Debt Service of the senior lien Bonds and any other required payments. No other required payments under the Bond Resolution were identified for the Forecast Period ending September 30, 2029.[8] Amounts derived based on Net Revenues with Connection Fees divided by senior lien Annual Debt Service.[9] Amounts derived based on Net Revenues without Connection Fees divided by senior lien Annual Debt Service.[10] Amounts derived from Table 22. For subordinate lien Debt Service, the amounts were based on the principal and interest payments becoming due in each Fiscal Year. [11] Subordinate lien annual debt service includes projected outstanding FDEP Loans, which require a 1.15 coverage ratio after payment of senior lien Bonds.E-73 Table 9City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportDevelopment of Projected Interest Income on Water System FundsPage 1 of 3LineProjected Fiscal Year Ending September 30,No. Description2024 2025 2026 2027 2028 2029Water Operating Fund - 404001 Beginning Balance $170,301,220 [1] $231,470,475 $209,079,353 $185,130,407 $204,481,461 $216,638,301Transfers to Fund2 Projected Rate Revenues188,515,622202,996,308 218,068,207 224,511,881 231,042,148 237,633,6013Transfer from Debt Service Reserve Fund0000004 Transfer from Connection Fee Fund (Recoupment of Capacity Costs)8,000,0002,000,0002,000,0002,000,0001,500,0001,500,0005 Total Transfers to Fund196,515,622204,996,308 220,068,207 226,511,881 232,542,148 239,133,601Transfers Out of Fund6 Projected Net Revenue Requirements (Expenditures Less Other Income)127,346,367 200,387,431 217,017,153 205,160,827 218,885,307 208,798,8207 Transfers out for Capital Improvements025,000,00025,000,0000008 Transfer to Capital Construction Fund8,000,0002,000,0002,000,0002,000,0001,500,0001,500,0009 Total Transfers Out135,346,367 227,387,431 244,017,153 207,160,827 220,385,307 210,298,82010 Transfers to (from) Reserves- - - - - - 11 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%12 Interest Earnings4,017,7002,202,7001,971,0001,948,1002,105,6002,310,60013 Recognition of Interest Earnings in Net Revenue Requirements [3]4,017,7002,202,7001,971,0001,948,1002,105,6002,310,60014 Ending Balance $231,470,475 $209,079,353 $185,130,407 $204,481,461 $216,638,301 $245,473,08215 Working Capital (Days of Operating Expenses & PILOT / PILOF) 76265355358659564616 % of O & M - Minimum Policy 90 days + 5% Gross Revenues for R&R38,120,829 40,060,402 42,116,147 43,732,833 45,442,188 47,229,961 Water Capital Construction Fund - 4070017 Beginning Balance$150,381,263 [1] $86,181,263 $29,609,318 $18,407,024 $20,407,024 $21,907,024Transfers to Fund18 Transfers In from Operating Fund8,000,0002,000,0002,000,0002,000,0001,500,0001,500,00019 Payment from County - Sale of Palm River Service Area [4]05,720,0005,720,0005,720,0005,720,0005,720,00020 Total Transfers to Fund8,000,0007,720,0007,720,0007,720,0007,220,0007,220,000Transfers Out of Fund21 Transfers Out for Capital Improvements72,200,00064,291,94518,922,2945,720,0005,720,0005,720,00022 Total Transfers Out72,200,00064,291,94518,922,2945,720,0005,720,0005,720,00023 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%24 Interest Earnings3,809,6001,221,900429,300251,300268,800283,80025 Recognition of Interest Earnings in Net Revenue Requirements [3]3,809,6001,221,900429,300251,300268,800283,80026 Ending Balance$86,181,263 $29,609,318 $18,407,024 $20,407,024 $21,907,024 $23,407,024E-74 Table 9City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportDevelopment of Projected Interest Income on Water System FundsPage 2 of 3LineProjected Fiscal Year Ending September 30,No. Description2024 2025 2026 2027 2028 2029Water Connection Fee Fund - 4041027 Beginning Balance$7,604,819 [1] $1,297,630$998,584$706,641$421,288$645,062Transfers to Fund28 Projected New Customers Connected [5]65766166466767067429 Average ERC Experience per Average Account [6]1.9751.9741.9731.9711.9711.97230 Total Average New Equivalent Residential Connections (ERCs) [7]1,2981,3041,3101,3151,3221,32931 Percent Downtown and South Tampa CIAC Area [8]53%53%53%53%53%53%32 Percent Northeast Area / Subarea CIAC Area [8]6%6%6%6%6%6%33 Percent Non-CIAC Service Areas [8]41%41%41%41%41%41%Average Annual New Connections34Downtown and South Tampa CIAC Area68969369569870270635Northeast Area / Subarea CIAC Area77777778787836All Non-CIAC Service Areas532535537539542545Existing Charge per New ERC [9]37Downtown and South Tampa CIAC Area$1,020$1,020$1,020$1,020$1,020$1,02038Northeast Area / Subarea CIAC Area$1,020$1,020$1,020$1,020$1,020$1,02039All Non-CIAC Service Areas$1,713$1,713$1,713$1,713$1,713$1,71340 Projected Revenue1,692,8121,700,9541,708,0571,714,6471,723,7741,733,48741 Total Transfers to Fund1,692,8121,700,9541,708,0571,714,6471,723,7741,733,487Transfers Out of Fund42 Transfers To Operating Fund (Repayment of Capacity Costs)8,000,0002,000,0002,000,0002,000,0001,500,0001,500,00043Transfers Out to Pay Debt Service00000044Transfers Out for Capital Improvements00000045 Total Transfers Out8,000,0002,000,0002,000,0002,000,0001,500,0001,500,00046 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%47 Interest Earnings89,00011,5008,5005,6005,3007,60048 Recognition of Interest Earnings in Net Revenue Requirements [3]89,00011,5008,5005,6005,3007,60049 Ending Balance$1,297,630$998,584$706,641$421,288$645,062$878,549E-75 Table 9City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportDevelopment of Projected Interest Income on Water System FundsPage 3 of 3LineProjected Fiscal Year Ending September 30,No. Description2024 2025 2026 2027 2028 2029Water Debt Service FundAnnual Sinking Fund Deposit50 Total Debt Service$29,274,002 $35,939,057 $38,108,267 $43,517,656 $49,705,995 $56,027,63551 Average Balance14,637,00017,969,50019,054,10021,758,80024,853,00028,013,80052 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%53 Interest Earnings292,700179,700190,500217,600248,500280,10054 Recognition of Interest Earnings in Net Revenue Requirements [3]292,700179,700190,500217,600248,500280,100Summary of Projected Year Ending Balances55 Water Operating Fund - 40400$231,470,475 $209,079,353 $185,130,407 $204,481,461 $216,638,301 $245,473,08256 Water Capital Construction Fund - 4070086,181,26329,609,31818,407,02420,407,02421,907,02423,407,02457 Water Connection Fee Fund - 404101,297,630998,584706,641421,288645,062878,54958 Total End of Fiscal Year Balances$318,949,369 $239,687,255 $204,244,072 $225,309,773 $239,190,388 $269,758,655Summary of Interest Earnings59 Water Operating Fund - 40400$4,017,700$2,202,700$1,971,000$1,948,100$2,105,600$2,310,60060 Water Capital Construction Fund - 407003,809,6001,221,900429,300251,300268,800283,80061 Water Connection Fee Fund - 4041089,00011,5008,5005,6005,3007,60062 Water Debt Service Fund292,700179,700190,500217,600248,500280,10063 Total Interest Earnings$8,209,000$3,615,800$2,599,300$2,422,600$2,628,200$2,882,10064 Total Unrestricted Interest Earnings$8,209,000$3,615,800$2,599,300$2,422,600$2,628,200$2,882,10065 Total Restricted Interest Earnings$0$0$0$0$0$0Footnotes:[1] Beginning amounts provided by the City, which approximate the unappropriated working capital balances as of 09/30/2023.[2] Interest earnings rate for Fiscal Year 2024 is based on the City's projections which is less than the actual results for Fiscal Year 2023. For the purpose of this study, we reduced the estimated cash-basis earnings to 1.0% pear year.[3] Amounts, if any, included as a credit against Gross Revenue Requirements shown on Line 6 of this Table.[4] Amounts reflect the Water System's share of the assumed purchase price of $55.0 million.[5] Amount of new customers based on an average customer growth of approximately 0.5% per year.[6] The estimated number of equivalent connections per new account. [7] Amounts equal to the projected number of new customer connections per year multiplied by the ERC experience per connection.[8] Amounts based on recent development trends in the specific service areas.[9] Existing fees became effective March 1, 2023.E-76 Table 10City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportDevelopment of Projected Interest Income on Wastewater System FundsPage 1 of 3LineProjected Fiscal Year Ending September 30,No. Description2024 2025 2026 2027 2028 2029Wastewater Operating Fund (41000) 1 Beginning Balance $120,261,996 [1]$149,575,931 $109,428,194 $91,710,100 $86,466,740 $90,965,933Transfers to Fund2 Projected Rate Revenues154,769,343159,915,503 167,701,600 175,623,352 176,814,861 184,914,4543 Total Transfers to Fund154,769,343159,915,503 167,701,600 175,623,352 176,814,861 184,914,454Transfers Out of Fund4 Projected Net Revenue Requirements (Expenditures Less Other Income)125,455,408 160,063,239 165,419,694 180,866,711 172,315,668 200,739,7025 Transfers out for Capital Improvements040,000,000 20,000,0000006 Total Transfers Out125,455,408 200,063,239 185,419,694 180,866,711 172,315,668 200,739,7027 Transfer to (from) Reserves- - - - - - 8 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%9 Interest Earnings2,698,4001,295,0001,005,700890,900887,200830,50010 Recognition of Interest Earnings in Net Revenue Requirements [3]2,698,4001,295,0001,005,700890,900887,200830,50011 Ending Balance $149,575,931 $109,428,194 $91,710,100 $86,466,740 $90,965,933 $75,140,68512 Working Capital (Days of Operating Expenses & PILOT / PILOF) 49434527624825119713 % of O & M - Minimum Policy 90 days + 5% Gross Revenues for R&R35,737,728 37,175,013 38,954,237 40,820,006 42,134,248 44,175,266 Wastewater Connection Fee Fund (41200)14 Beginning Balance$11,719,195 [1]$9,955,727 $8,297,649 $6,644,743 $4,998,656 $3,358,897Transfers to Fund15 Projected New Customers Connected [4]53653954254454755016 Average ERC Experience per Average Account [5]1.8642.0132.0112.0112.0102.01017 Total Average New Equivalent Residential Connections (ERCs) [6]1,0001,0851,0891,0951,1001,10518 Existing Charge per New ERC [7]$1,237$1,237$1,237$1,237$1,237$1,23719 Projected Revenue1,236,5321,341,9221,347,0941,353,9131,360,2411,367,25620 Total Transfers to Fund1,236,5321,341,9221,347,0941,353,9131,360,2411,367,256Connection Fees Available to Pay Expansion-related Debt Service21 Amount Due from Connection Fees - Beginning Balance$31,594,958 $29,496,254 $27,396,450 $25,298,626 $23,201,242 $21,102,31822 Current Year Allocation (44% of the 2015 Bonds)901,296900,196902,176902,616901,076901,20823 Transfers Out to Pay Debt Service(3,000,000)(3,000,000) (3,000,000) (3,000,000) (3,000,000) (1,367,256)24 Amount Due from Connection Fees - Ending Balance$29,496,254 $27,396,450 $25,298,626 $23,201,242 $21,102,318 $20,636,270Transfers Out of Fund25 Transfers Out to Pay Debt Service [8] [9]3,000,0003,000,0003,000,0003,000,0003,000,0001,367,25626Transfers Out for Capital Improvements0 0000027 Total Transfers Out3,000,0003,000,0003,000,0003,000,0003,000,0001,367,25628 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%29 Interest Earnings216,70091,30074,70058,20041,80033,60030 Recognition of Interest Earnings in Net Revenue Requirements [3]216,70091,30074,70058,20041,80033,60031 Ending Balance$9,955,727$8,297,649 $6,644,743 $4,998,656 $3,358,897 $3,358,897E-77 Table 10City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportDevelopment of Projected Interest Income on Wastewater System FundsPage 2 of 3LineProjected Fiscal Year Ending September 30,No. Description2024 2025 2026 2027 2028 2029Wastewater Capital Construction Fund (41100)32 Beginning Balance$85,647,570 $85,647,570 $21,328,889 $6,328,889 $6,328,889 $6,328,889Transfers to Fund33 Payment from County - Sale of Palm River Service Area [10]05,280,0005,280,0005,280,0005,280,0005,280,00034 Total Transfers to Fund05,280,0005,280,0005,280,0005,280,0005,280,000Transfers Out of Fund35 Transfers Out for Capital Improvements069,598,681 20,280,0005,280,0005,280,0005,280,00036 Total Transfers Out069,598,681 20,280,0005,280,0005,280,0005,280,00037 Interest Rate [2]2.00%1.00%1.00%1.00%1.00%1.00%38 Interest Earnings1,712,951534,882138,28963,28963,28963,28939 Recognition of Interest Earnings in Net Revenue Requirements [3]1,712,951534,882138,28963,28963,28963,28940 Ending Balance$85,647,570 $21,328,889 $6,328,889 $6,328,889 $6,328,889 $6,328,889Debt Service Sinking FundAnnual Sinking Fund Deposit41 Total Debt Service$16,661,653 $23,212,814 $26,154,410 $29,199,198 $32,151,293 $35,478,13542 Average Balance8,330,80011,606,400 13,077,200 14,599,600 16,075,600 17,739,10043 Interest Rate2.00%1.00%1.00%1.00%1.00%1.00%44 Interest Earnings166,600116,100130,800146,000160,800177,40045 Recognition of Interest Earnings in Net Revenue Requirements [3]166,600116,100130,800146,000160,800177,400Summary of Projected Ending Balances:46 Wastewater Operating Fund (41000) 149,575,931 109,428,194 91,710,100 86,466,740 90,965,933 75,140,68547 Wastewater Connection Fee Fund (41200)9,955,7278,297,6496,644,7434,998,6563,358,8973,358,89748 Wastewater Capital Construction Fund (41100)85,647,57021,328,8896,328,8896,328,8896,328,8896,328,88949 Total End of Fiscal Year Balances$245,179,228 $139,054,732 $104,683,732 $97,794,286 $100,653,719 $84,828,471Summary of Interest Earnings:50 Wastewater Operating Fund (41000) $2,698,400$1,295,000 $1,005,700$890,900$887,200$830,50051 Wastewater Connection Fee Fund (41200)216,70091,30074,70058,20041,80033,60052 Wastewater Capital Construction Fund (41100)1,712,951534,882138,28963,28963,28963,28953 Debt Service Sinking Fund166,600116,100130,800146,000160,800177,40054 Total Interest Earnings$4,794,651$2,037,282 $1,349,489 $1,158,389 $1,153,089 $1,104,78955 Total Unrestricted Interest Earnings$4,794,651$2,037,282 $1,349,489 $1,158,389 $1,153,089 $1,104,78956 Total Restricted Interest Earnings$0$0$0$0$0$0E-78 Table 10City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportDevelopment of Projected Interest Income on Wastewater System FundsPage 3 of 3LineProjected Fiscal Year Ending September 30,No. Description2024 2025 2026 2027 2028 2029Footnotes:[1] Beginning amounts provided by the City, which approximate the unappropriated working capital balances as of 09/30/2023.[2] Interest earnings rate for Fiscal Year 2024 is based on the City's projections which is less than the actual results for Fiscal Year 2023. For the purpose of this study, we reduced the estimated cash-basis earnings to 1.0% pear year.[3] Amounts, if any, included as a credit against Gross Revenue Requirements shown on Line 4 of this Table.[4] Amount of new customers based on an average customer growth of approximately 0.5% per year.[5] The estimated number of equivalent connections per new account. [6] Amounts equal to the projected number of new customer connections per year multiplied by the ERC experience per connection.[7] The existing Wastewater Connection Fee per equivalent residential connection (ERC) of $1,237 per ERC became effective on March 1, 2021. [8] For Fiscal Years 2024 through 2028, the estimated transfer amounts were provided by City staff, which are allocable to expansion-related debt service.[9] Beginning in Fiscal Year 2029, the amount allocated to expansion-related debt service payments was assumed to be limited to the estimated amount of revenues collected in each year.[10] Amounts reflect the Wastewater System's share of the assumed purchase price of $55.0 million.E-79 Table 11City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Water and Wastewater System Projected Working Capital BalancesPage 1 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029Operating Reserved Fund [2]1 Gross Beginning Balance $290,563,216 [3]$381,046,406 $318,507,546 $276,840,507 $290,948,201 $307,604,2352 Total Transfers In351,284,965 364,911,810 387,769,806 402,135,233 409,357,008 424,048,0553 Total Transfers Out260,801,775 427,450,670 429,436,846 388,027,539 392,700,975 411,038,5224 Sub-total Ending Balance $381,046,406$318,507,546 $276,840,507 $290,948,201 $307,604,235 $320,613,7675 Amount Allocable to Renewal and Replacement Fund [4]$16,946,000 $18,351,000 $18,938,000 $19,989,000 $20,689,000 $21,086,0006 Ending Balance $364,100,406 $300,156,546 $257,902,507 $270,959,201 $286,915,235 $299,527,7677 Working Capital (Days of Operating Expenses & PILOT / PILOFF) 6004713863883953948 Minimum Days Required by Policy909090909090Renewal and Replacement Fund9 Beginning Allocated Balance$14,986,000 $16,946,000 $18,351,000 $18,938,000 $19,989,000 $20,689,00010 Total Transfers In1,960,0001,405,000587,000 1,051,000700,000397,00011Total Transfers Out0 0000012 Ending Allocated Balance [4]$16,946,000 $18,351,000 $18,938,000 $19,989,000 $20,689,000 $21,086,000Water and Wastewater Capital Construction Funds13 Beginning Balance$236,028,833 [3] $171,828,833 $50,938,207 $24,735,913 $26,735,913 $28,235,91314 Total Transfers to Fund13,522,55114,756,782 13,567,589 13,314,589 12,832,089 12,847,08915 Total Transfers Out77,722,551 135,647,408 39,769,883 11,314,589 11,332,089 11,347,08916 Ending Balance $171,828,833 $50,938,207 $24,735,913 $26,735,913 $28,235,913 $29,735,913Water and Wastewater Connection Fee Funds17 Beginning Balance$19,324,013 [3] $11,253,357 $9,296,234 $7,351,384 $5,419,944 $4,003,95918 Total Transfers to Fund2,929,3443,042,876 3,055,151 3,068,560 3,084,015 3,100,74319 Total Transfers Out11,000,0005,000,000 5,000,000 5,000,000 4,500,000 2,867,25620 Ending Balance $11,253,357$9,296,234 $7,351,384 $5,419,944 $4,003,959 $4,237,446Debt Service Sinking Fund21 Total Annual Deposits$45,935,655 $59,151,871 $64,262,677 $72,716,854 $81,857,288 $91,505,76922 Average Balance22,967,82729,575,935 32,131,339 36,358,427 40,928,644 45,752,885E-80 Table 11City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Water and Wastewater System Projected Working Capital BalancesPage 2 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029Summary of Projected Ending Balances23 Operating Reserved Fund $364,100,406$300,156,546 $257,902,507 $270,959,201 $286,915,235 $299,527,767Operating Reserved Fund - Restricted for Debt 0 0000024 Renewal and Replacement Fund 16,946,000 18,351,000 18,938,000 19,989,000 20,689,000 21,086,00025 Water and Wastewater Capital Construction Funds 171,828,833 50,938,207 24,735,913 26,735,913 28,235,913 29,735,91326 Water and Wastewater Connection Fee Funds 11,253,357 9,296,234 7,351,384 5,419,944 4,003,959 4,237,44627Ending Balance $564,128,597 $378,741,987 $308,927,804 $323,104,059 $339,844,107 $354,587,126Total Working Capital28Days of Operating Expenses & PILOT / PILOFF [5]628500415417423421Footnotes:[1] Amounts derived from Tables 9 and 10.[2] Based on discussions with City staff, this amount includes $34.0 million for the Rate Stabilization Fund.[3] Beginning amounts provided by the City, which approximate the unappropriated working capital balances as of 09/30/2023.[4] Amounts allocable to the Renewal and Replacement Fund reflect 5% of the previous year's Gross Revenues, which are calculated below:202320242025202620272028Prior Period Gross Revenues$338,908,736$367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531Minimum Amount Allocated to R&R Fund - %5.0%5.0%5.0%5.0%5.0%5.0%Minimum Amount Allocated to R&R Fund - $$16,946,000 $18,351,000 $18,938,000 $19,989,000 $20,689,000 $21,086,000[5] Amounts based on the projected year ending balances in the Operating Reserve Fund and the Renewal and Replacement Fund.E-81 Page 1 of 4Table 12 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Projected Fiscal Year 2024 Water Operating Budget Fiscal Year Ending September 30, 2024 [1] Line City Additional Total No. Description Projected Adjustments Amount Personnel Services 1 Regular Salaries and Wages $18,149,745 $0 $18,149,745 2 Requested Salaries & Wages Increases 0 0 0 3 Terminal Leave 179,645 0 179,645 4 Longevity Awards 32,896 0 32,896 5 Out of Grade Pay 13,273 0 13,273 6 Holiday Pay 1,090,376 0 1,090,376 7 Floating Holiday 166,003 0 166,003 8 Overtime 2,048,427 0 2,048,427 9 Special Pay 55,816 0 55,816 10 Compensated Annual Leave 1,425,350 0 1,425,350 11 Compensated Sick Leave 919,704 0 919,704 12 FICA Taxes 1,451,600 0 1,451,600 13 1.45% Medicare Match 340,304 0 340,304 14 Retirement Contributions 3,053,536 0 3,053,536 15 Life Insurance 27,706 0 27,706 16 Accidental D&D Insurance 5,162 0 5,162 17 Employee Health Insurance 4,215,298 0 4,215,298 18 Long-Term Disability Insurance 16,858 0 16,858 19 Healthcare Admin. Svcs - Interdept 301,702 0 301,702 20 Wellness Center - Interdept 455,606 0 455,606 21 Workers Compensation child 439,037 0 439,037 22 Unemployment Compensation 6,035 0 6,035 23 Personnel Services and Benefits Reserve 0 0 0 24 Total Personnel Services $34,394,079 $0 $34,394,079 Operating Expenses 25 Professional Services $1,800 $0 $1,800 26 Employee Training Cost 24,352 0 24,352 27 Other-Professional Services 2,296,184 0 2,296,184 28 Accounting and Auditing 49,400 0 49,400 29 Other Services 399,392 0 399,392 30 Other-Contractual Services 1,604,702 0 1,604,702 31 TBW Finished Water 4,729,294 0 4,729,294 32 TBW Finished Water - Exchanged 0 0 0 33 TBW Raw Water 510,214 0 510,214 34 Travel and Per Diem 6,260 0 6,260 35 Comm Svcs - Fiber Optics and VoIP 346,126 0 346,126 36 Freight & Moving-Transportation 12,926 0 12,926 37 Postage-Outside-Transportation 10,146 0 10,146 38 Comm Svcs - Cellular Charges 312,688 0 312,688 39 Rentals and Leases 123,472 0 123,472 40 Repair and Maintenance Services 6,855,918 0 6,855,918 41 Copier Maintenance 12,220 0 12,220 42 Computers-Repair and Maintenance 157,772 0 157,772 43 Printing and Binding 22,714 0 22,714 44 Promotional Activities 9,774 0 9,774 45 Advertising 1,000 0 1,000 46 Bad Debt Expense 773,222 491,320 [2] 1,264,542 47 Licenses, Fees & Fines 236,676 0 236,676 48 Parking Dept-Interdept Charges 8,292 0 8,292 49 Office Supplies 78,950 0 78,950 50 Operating Supplies 514 0 514 51 Chemicals - Outside Vendors 15,759,412 0 15,759,412 52 Other-Supplies & Materials 1,605,326 0 1,605,326 53 Tools & Minor Equip 259,144 0 259,144 54 Computers - Bulk Purchases Hard/Soft 89,538 0 89,538 55 Chemicals & Drugs-Inventory 1,710 0 1,710 56 Other-Inventory 1,989,409 0 1,989,409 57 Central Inventory Warehouse Purchases 1,705,748 0 1,705,748 E-82 Page 2 of 4Table 12 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Projected Fiscal Year 2024 Water Operating Budget Fiscal Year Ending September 30, 2024 [1] Line City Additional Total No. Description Projected Adjustments Amount Personnel Services 58 Books, Publications, Subscriptions, 110,106 0 110,106 59 Dues & Subscriptions 1,610 0 1,610 60 Training 304 0 304 61 Motor Pool Rental 1,169,908 0 1,169,908 62 Employees Auto Allowance 1,002 0 1,002 63 Postage-Indirect Costs-Transportation 10,772 0 10,772 64 Utility Services 17,762 0 17,762 65 City-Utility Services 202,482 0 202,482 66 Electric-Utility Services 4,226,191 0 4,226,191 67 Interdept-Premium Costs-Property Damage Insurance 1,831,326 0 1,831,326 68 Interdept-Premium Costs-General Liability Insurance 258,705 0 258,705 69 Taxes-Payment in Lieu of 7,319,922 0 7,319,922 70 Franchise Fees-Payment in Lieu of 8,596,584 290,516 [3] 8,887,100 71 Interdept 34,405 0 34,405 72 Utility Billing-Interdept Charges 4,615,387 0 4,615,387 73 Cost Allocation-General Fund Services 5,802,231 0 5,802,231 74 TSS-Interdept Charges 6,888 0 6,888 75 Cost Allocation Risk Administration 258,636 0 258,636 76 Fuels & Lubricants 224,546 0 224,546 77 Uniforms 150,730 0 150,730 78 Machinery and Equipment 413,456 (413,456) [4] 0 79 Transp Equip 3,450,135 (3,450,135) [4] 0 80 Principal Intangible Right to Use Asset (Rental Office Space) 267,779 0 267,779 81 Interest Intangible Right to Use Asset (Rental Office Space) 9,692 0 9,692 82 Interest - Deposits 21,500 0 21,500 83 Total Operating Expenses $78,996,354 ($3,081,755) $75,914,599 84 Total Operating Expenses $113,390,433 ($3,081,755) $110,308,678 Other Expenses 85 Transfer to General Fund $64,961 $0 $64,961 86 Transfer to Water Renewal & Replace 46,083,866 (46,083,866) [4] 0 87 Transfer to - Water - Debt Service 37,104,507 (37,104,507) [4] 0 88 Contingency (1.0%) 0 1,103,736 [5] $1,103,736 89 Total Other Expenses $83,253,334 ($82,084,637) $1,168,697 90 Total Cost of Operations and Maintenance $196,643,767 ($85,166,392) $111,477,375 Footnotes: [1] Amounts based on the City's estimated Fiscal Year 2024 results as provided by the City. [2] Based on on 0.7% of projected rate revenues. [3] Payment in lieu of franchise fees (PILOFF) is based on projected revenues. Adjustment recognized based on changes in the forecast when compared to the budget projections. [4] Amounts removed from Operating Expenses, but included as a component of total revenue requirements. [5] A 1.0% contingency was added to account for unexpected changes in revenues or expenses. E-83 Page 3 of 4Table 12 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Proposed Fiscal Year 2025 Water Operating Budget Fiscal Year Ending September 30, 2025 [1] Line Additional Total No. Description Budget Adjustments Amount Personnel Services 1 Regular Salaries and Wages $23,670,000 $0 $23,670,000 2 Longevity Awards 210,300 0 210,300 3 Overtime 0 1,725,000 1,725,000 4 Special Pay 55,700 0 55,700 5 FICA Taxes 1,509,100 0 1,509,100 6 1.45% Medicare Match 354,800 0 354,800 7 Retirement Contributions 3,415,500 0 3,415,500 8 Life Insurance 26,700 0 26,700 9 Accidental D&D Insurance 4,900 0 4,900 10 Employee Health Insurance 4,552,500 0 4,552,500 11 Long-Term Disability Insurance 21,400 0 21,400 12 Healthcare Admin. Svcs - Interdept 316,800 0 316,800 13 Wellness Center - Interdept 478,400 0 478,400 14 Workers Compensation child 461,000 0 461,000 15 Unemployment Compensation 6,300 0 6,300 16 Personnel Services and Benefits Reserve 0 0 0 17 Total Personal Services $35,083,400 $1,725,000 $36,808,400 Operating Expenses 18 Professional Services $24,300 $0 $24,300 19 Employee Training Cost 139,700 0 139,700 20 Other-Professional Services 3,124,900 0 3,124,900 21 Accounting and Auditing 52,400 0 52,400 22 Other Services 442,300 0 442,300 23 Other-Contractual Services 1,240,000 175,000 1,415,000 24 Temp Personnel-Contractual Services 63,000 0 63,000 25 TBW Finished Water 4,780,000 0 4,780,000 26 TBW Finished Water - Exchanged 52,400 0 52,400 27 TBW Raw Water 563,200 0 563,200 28 Travel and Per Diem 43,200 0 43,200 29 Comm Svcs - Fiber Optics and VoIP 261,300 0 261,300 30 Freight & Moving-Transportation 4,100 0 4,100 31 Postage-Outside-Transportation 153,300 0 153,300 32 Comm Svcs - Cellular Charges 271,800 0 271,800 33 Rentals and Leases 1,785,600 0 1,785,600 34 Repair and Maintenance Services 7,929,200 0 7,929,200 35 Copier Maintenance 17,700 0 17,700 36 Computers-Repair and Maintenance 170,400 0 170,400 37 Printing and Binding 42,000 0 42,000 38 Copy Services 8,300 0 8,300 39 Promotional Activities 52,700 0 52,700 40 Advertising 57,800 0 57,800 41 Bad Debt Expense 581,400 780,277 [2] 1,361,677 42 Licenses, Fees & Fines 180,400 0 180,400 43 Parking Dept-Interdept Charges 3,900 0 3,900 44 Office Supplies 52,000 0 52,000 45 Chemicals - Outside Vendors 14,000,000 3,200,000 17,200,000 46 Other-Supplies & Materials 1,150,900 0 1,150,900 47 Tools & Minor Equip 258,700 0 258,700 48 Computers - Bulk Purchases Hard/Soft 302,600 0 302,600 49 Other-Inventory 1,639,300 0 1,639,300 50 Books, Publications, Subscriptions, 15,400 0 15,400 51 Dues & Subscriptions 51,900 0 51,900 52 Training 13,800 0 13,800 53 Motor Pool Rental 844,400 0 844,400 54 Postage-Indirect Costs-Transportation 11,000 0 11,000 55 Utility Services 0 0 0 E-84 Page 4 of 4Table 12 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Proposed Fiscal Year 2025 Water Operating Budget Fiscal Year Ending September 30, 2025 [1] Line Additional Total No. Description Budget Adjustments Amount Personnel Services 56 City-Utility Services 144,600 0 144,600 57 Electric-Utility Services 4,237,100 0 4,237,100 58 Interdept-Premium Costs-Property Damage Insurance 1,875,300 0 1,875,300 59 Interdept-Premium Costs-General Liability Insurance 264,900 0 264,900 60 Taxes-Payment in Lieu of 7,481,000 0 7,481,000 61 Franchise Fees-Payment in Lieu of 9,360,275 135,925 [3] 9,496,200 62 Interdept 26,600 0 26,600 63 Utility Billing-Interdept Charges 4,726,200 0 4,726,200 64 Cost Allocation-General Fund Services 5,929,900 0 5,929,900 65 WW Dept. - Interdept Charges 76,800 0 76,800 66 TSS-Interdept Charges 165,900 0 165,900 67 Cost Allocation Risk Administration 264,300 0 264,300 68 Fuels & Lubricants 196,500 0 196,500 69 Uniforms 112,800 0 112,800 70 Meter Replacements Capitalized 3,000,000 (3,000,000) [4]0 71 Machinery and Equipment 167,500 (167,500) [4]0 72 Transp Equip 2,229,000 (2,229,000) [4]0 73 Computers - Hardware/Software 60,000 (60,000) [4]0 74 Principal Intangible Right to Use Asset (Rental Office Space)124,873 0 124,873 75 Interest Intangible Right to Use Asset (Rental Office Space)1,182 0 1,182 76 Interest - Deposits 22,000 0 22,000 77 Total Operating Expenses $80,852,030 ($1,165,299) $79,686,732 78 Total Operating Expenses $115,935,430 $559,701 $116,495,132 Other Expenses 79 Transfer to General Fund $66,563 $0 $66,563 80 Transfer to Development in the Arts 10,000 (10,000) [4]0 81 Transfer to Water Renewal & Replace 84,470,883 (84,470,883) [4]0 82 Transfer to - Water - Debt Service 27,929,653 (27,929,653) [4]0 83 Contingency (1.0%)0 1,165,617 [5] 1,165,617 84 Total Other Expenses $112,477,099 ($111,244,920) $1,232,180 85 Total Cost of Operations and Maintenance $228,412,530 ($110,685,218) $117,727,312 Footnotes: [1] Amounts based on the proposed Fiscal Year 2025 Budget as provided by the City, including certain adjustments proposed by City staff. [2] Based on on 1.0% of projected rate revenues. [3] Payment in lieu of franchise fees (PILOFF) is based on projected revenues. Adjustment recognized based on changes in the forecast when compared to the budget projections. [4] Amounts removed from Operating Expenses, but included as a component of total revenue requirements. [5] A 1.0% contingency was added to account for unexpected changes in revenues or expenses. E-85 Table 13 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Projected Water System Cost of Operation and Maintenance Expenses Page 1 of 2 City Proposed Line Projected [1] Budget [1]Projected Fiscal Year Ending September 30, No. Description 2024 2025 Escalation [2] 2026 2027 2028 2029 Personnel Services 1 Regular Salaries and Wages $18,149,745 $23,670,000 Labor $24,853,500 $26,096,200 $27,401,000 $28,771,100 2 Terminal Leave 179,645 0 Labor 0000 3 Longevity Awards 32,896 210,300 Labor 220,800 231,800 243,400 255,600 4Out of Grade Pay 13,2730Labor 0000 5 Holiday Pay 1,090,376 0 Labor 0000 6 Floating Holiday 166,003 0 Labor 0000 7 Overtime 2,048,427 1,725,000 Labor 1,811,300 1,901,900 1,997,000 2,096,900 8 Special Pay 55,816 55,700 Labor 58,500 61,400 64,500 67,700 9 Compensated Annual Leave 1,425,350 0 Labor 000010 Compensated Sick Leave 919,704 0 Labor 000011 FICA Taxes 1,451,600 1,509,100 Labor 1,584,600 1,663,800 1,747,000 1,834,40012 1.45% Medicare Match 340,304 354,800 Labor 372,500 391,100 410,700 431,20013 Retirement Contributions 3,053,536 3,415,500 Ret Cont 3,688,700 3,983,800 4,302,500 4,646,70014 Life Insurance 27,706 26,700 Labor 28,000 29,400 30,900 32,40015 Accidental D&D Insurance 5,162 4,900 Labor 5,100 5,400 5,700 6,00016 Employee Health Insurance 4,215,298 4,552,500 Insur 4,916,700 5,310,000 5,734,800 6,193,60017 Long-Term Disability Insurance 16,858 21,400 Labor 22,500 23,600 24,800 26,00018 Healthcare Admin. Svcs - Interdept 301,702 316,800 Labor 332,600 349,200 366,700 385,00019 Wellness Center - Interdept 455,606 478,400 Labor 502,300 527,400 553,800 581,500 20 Workers Compensation child 439,037 461,000 Labor 484,100 508,300 533,700 560,400 21 Unemployment Compensation 6,035 6,300 Labor 6,600 6,900 7,200 7,600 22 Incremental Operating Personnel Cost [3]0 0 Input 0000 23 Total Personnel Services $34,394,079 $36,808,400 $38,887,800 $41,090,200 $43,423,700 $45,896,100 Operating Expenses24 Professional Services $1,800 $24,300 Infl $24,900 $25,500 $26,100 $26,70025 Employee Training Cost 24,352 139,700 Infl 143,100 146,500 150,000 153,60026 Other-Professional Services 2,296,184 3,124,900 Infl 3,199,900 3,276,700 3,355,300 3,435,80027 Accounting and Auditing 49,400 52,400 Infl 53,700 55,000 56,300 57,70028 Other Services 399,392 442,300 Infl 452,900 463,800 474,900 486,30029 Other-Contractual Services 1,604,702 1,415,000 Infl 1,449,000 1,483,800 1,519,400 1,555,90030 Temp Personnel-Contractual Services 0 63,000 Infl 64,500 66,000 67,600 69,20031 TBW Finished Water 4,729,294 4,780,000 Constant 4,780,000 4,780,000 4,780,000 4,780,00032 TBW Finished Water - Exchanged 0 52,400 Infl 53,700 55,000 56,300 57,700 33 TBW Raw Water 510,214 563,200 Infl 576,700 590,500 604,700 619,200 34 Travel and Per Diem 6,260 43,200 Infl 44,200 45,300 46,400 47,500 35 Comm Svcs - Fiber Optics and VoIP 346,126 261,300 Infl 267,600 274,000 280,600 287,300 36 Freight & Moving-Transportation 12,926 4,100 Infl 4,200 4,300 4,400 4,500 37 Postage-Outside-Transportation 10,146 153,300 Infl 157,000 160,800 164,700 168,700 38 Comm Svcs - Cellular Charges 312,688 271,800 Infl 278,300 285,000 291,800 298,800 39 Rentals and Leases 123,472 1,785,600 Infl 1,828,500 1,872,400 1,917,300 1,963,300 40 Repair and Maintenance Services 6,855,918 7,929,200 Infl 8,119,500 8,314,400 8,513,900 8,718,200 41 Copier Maintenance 12,220 17,700 Infl 18,100 18,500 18,900 19,400 42 Computers-Repair and Maintenance 157,772 170,400 Infl 174,500 178,700 183,000 187,400 43 Printing and Binding 22,714 42,000 Infl 43,000 44,000 45,100 46,200 44 Copy Services 0 8,300 Infl 8,500 8,700 8,900 9,100 45 Promotional Activities 9,774 52,700 Infl 54,000 55,300 56,600 58,000 46 Advertising 1,000 57,800 Infl 59,200 60,600 62,100 63,600 47 Bad Debt Expense 1,264,542 1,361,677 Calculated 1,462,777 1,506,001 1,549,805 1,594,020 48 Licenses, Fees & Fines 236,676 180,400 Infl 184,700 189,100 193,600 198,200 49 Parking Dept-Interdept Charges 8,292 3,900 Infl 4,000 4,100 4,200 4,300 50 Office Supplies 78,950 52,000 Infl 53,200 54,500 55,800 57,100 51Operating Supplies 5140WSales 0000 52 Chemicals - Outside Vendors 15,759,412 17,200,000 Chem-WSales 18,409,700 19,704,400 21,090,300 22,573,700 53 Other-Supplies & Materials 1,605,326 1,150,900 WSales 1,184,400 1,218,900 1,254,400 1,290,900 54 Tools & Minor Equip 259,144 258,700 Infl 264,900 271,300 277,800 284,500 55 Computers - Bulk Purchases Hard/Soft 89,538 302,600 Infl 309,900 317,300 324,900 332,700 56Chemicals & Drugs-Inventory 1,7100Infl 0000 57 Other-Inventory 1,989,409 1,639,300 Infl 1,678,600 1,718,900 1,760,200 1,802,400 58 Central Inventory Warehouse Purchases 1,705,748 0 Infl 0000 59 Books, Publications, Subscriptions, 110,106 15,400 Infl 15,800 16,200 16,600 17,00060 Dues & Subscriptions 1,610 51,900 Infl 53,100 54,400 55,700 57,00061 Training 304 13,800 Infl 14,100 14,400 14,700 15,10062 Motor Pool Rental 1,169,908 844,400 Infl 864,700 885,500 906,800 928,60063Employees Auto Allowance 1,0020Infl 000064 Postage-Indirect Costs-Transportation 10,772 11,000 Infl 11,300 11,600 11,900 12,20065 Utility Services 17,762 0 Infl 000066 City-Utility Services 202,482 144,600 Electric 154,000 164,000 174,700 186,10067 Electric-Utility Services 4,226,191 4,237,100 E-WSales 4,535,100 4,854,000 5,195,400 5,560,80068 Interdept-Premium Costs-Property Damage Insurance 1,831,326 1,875,300 Infl 1,920,300 1,966,400 2,013,600 2,061,90069 Interdept-Premium Costs-General Liability Insurance 258,705 264,900 Infl 271,300 277,800 284,500 291,300 70 Taxes-Payment in Lieu of 7,319,922 7,481,000 PILOT 7,645,600 7,813,800 7,985,700 8,161,400 71 Franchise Fees-Payment in Lieu of 8,887,100 9,496,200 WRev 10,179,100 10,471,100 10,767,000 11,065,700 72 Interdept 34,405 26,600 Infl 27,200 27,900 28,600 29,300 73 Utility Billing-Interdept Charges 4,615,387 4,726,200 Infl 4,839,600 4,955,800 5,074,700 5,196,500 74 Cost Allocation-General Fund Services 5,802,231 5,929,900 CostAlloc 6,060,400 6,193,700 6,330,000 6,469,300 75 WW Dept. - Interdept Charges 0 76,800 Infl 78,600 80,500 82,400 84,400 76 TSS-Interdept Charges 6,888 165,900 Infl 169,900 174,000 178,200 182,500 77 Cost Allocation Risk Administration 258,636 264,300 CostAlloc 270,100 276,000 282,100 288,300 78 Fuels & Lubricants 224,546 196,500 Infl 201,200 206,000 210,900 216,000 79 Uniforms 150,730 112,800 Infl 115,500 118,300 121,100 124,000 80 Principal Intangible Right to Use Asset (Rental Office Space)267,779 124,873 Infl 127,900 131,000 134,100 137,300 81 Interest Intangible Right to Use Asset (Rental Office Space)9,692 1,182 Infl 1,200 1,200 1,200 1,200 82 Interest - Deposits 21,500 22,000 Infl 22,500 23,000 23,600 24,200 83 Total Operating Expenses $75,914,599 $79,686,732 $82,985,677 $85,965,901 $89,088,805 $92,362,020 84 Total Operating Expenses $110,308,678 $116,495,132 $121,873,477 $127,056,101 $132,512,505 $138,258,120 E-86 Table 13 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Projected Water System Cost of Operation and Maintenance Expenses Page 2 of 2 City Proposed Line Projected [1] Budget [1]Projected Fiscal Year Ending September 30, No. Description 2024 2025 Escalation [2] 2026 2027 2028 2029 Other Expenses 85 Transfer to General Fund $64,961 $66,563 Labor $69,900 $73,400 $77,100 $81,000 86 Contingency (1.0%) 1,103,736 1,165,617 Calculated 1,219,434 1,271,295 1,325,896 1,383,391 87 Incremental Other Non-Personnel O&M [3] 0 (1,066,642) Input (1,097,710) (1,129,676) (1,162,581) (1,196,448) 88 City Adjustments:(583,866) 192,262 Infl 196,900 201,600 206,400 211,400 89 Total Other Expenses $584,831 $357,800 $388,524 $416,619 $446,815 $479,343 90 Total Cost of Operations and Maintenance $110,893,509 $116,852,932 $122,262,001 $127,472,719 $132,959,320 $138,737,463 Footnotes:[1] Amounts derived from Table 12.[2] Escalation attributes derived from Table 14.[3] Amounts recognize estimated decreases to expenses if the Palm River Service Area is sold to Hillsborough County as follows: Projected Fiscal Year Ending September 30, 2024 2025 2026 2027 2028 2029 Incremental Operating Personnel Costs Incremental Personnel Costs - Current Dollars $0 $0 $0 $0 $0 $0 Cumulative Labor Adjustment [2]1.00 1.00 Labor 1.05 1.10 1.16 1.22 Incremental Personnel Costs - Future Dollars $0 $0 $0 $0 $0 $0 Incremental Other Non-Personnel O&MDecreased Expenses (Sale of Palm River) - Current Dollars $0 ($1,066,642)($1,066,642) ($1,066,642) ($1,066,642) ($1,066,642)Cumulative Inflationary Adjustment (CPI) [2]1.00 1.00 WSales 1.03 1.06 1.09 1.12Incremental O&M - Future Dollars $0 ($1,066,642)($1,097,710) ($1,129,676) ($1,162,581) ($1,196,448) Total Incremental O&M Adjustments $0 ($1,066,642) ($1,097,710) ($1,129,676) ($1,162,581) ($1,196,448) E-87 Table 14City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Water System Cost Escalation AttributesPage 1 of 1LineProjected Fiscal Year Ending September 30,No. Description Escalation 2026 2027 2028 20291 Water Revenue Increase at Adopted Rates WRev 1.072 1.029 1.028 1.028 2 Labor Labor 1.050 1.050 1.050 1.0503 Retirement Contributions Ret Cont 1.080 1.080 1.080 1.0804 Employee Insurance Insur 1.080 1.080 1.080 1.0805 Electric - Base Cost Electric 1.065 1.065 1.065 1.0656 Electric + Sales E-WSales 1.070 1.070 1.070 1.0707 Chemicals - Base Cost Chem 1.065 1.065 1.065 1.0658 Chemicals + Sales Chem-WSales 1.070 1.070 1.070 1.0709 PILOT PILOT 1.022 1.022 1.022 1.02210 Cost Allocation CostAlloc 1.022 1.022 1.022 1.02211 Inflation (CPI) [1] Infl 1.024 1.024 1.024 1.02412 CPI + Sales WSales 1.029 1.029 1.029 1.02913 Constant Constant 1.000 1.000 1.000 1.00014 Elimination Eliminate 0.000 0.000 0.000 0.000Footnotes:[1] Amounts based on discussions with City staff. CPI estmates consistent with the June 2024 Congressional Budget Office (CBO) Forecast.E-88 Page 1 of 4Table 15 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Projected Fiscal Year 2024 Wastewater Operating Budget Fiscal Year Ending September 30, 2024 [1] Line City Additional Total No. Description Projected Adjustment Amount Personnel Services 1 Regular Salaries and Wages $19,348,855 $0 $19,348,855 2 Sworn/Uniform Salaries 49,625 0 49,625 3 Terminal Leave 378,000 0 378,000 4 Longevity Awards 272,250 0 272,250 5 Out of Grade Pay 624 0 624 6 Holiday Pay 1,097,000 0 1,097,000 7 Floating Holiday 256,000 0 256,000 8 Overtime 1,799,145 0 1,799,145 9 Special Pay 84,921 0 84,921 10 Sick & Annual Leave Accrual 0 0 0 11 Compensated Annual Leave 1,513,114 0 1,513,114 12 Compensated Sick Leave 1,121,324 0 1,121,324 13 FICA Taxes 1,598,415 0 1,598,415 14 1.45% Medicare Match 373,761 0 373,761 15 Retirement Contributions 3,361,588 0 3,361,588 16 Life Insurance 30,145 0 30,145 17 Accidental D&D Insurance 4,991 0 4,991 18 Employee Health Insurance 4,567,902 0 4,567,902 19 Long-Term Disability Insurance 21,716 0 21,716 20 Healthcare Admin. Services - Interdept 328,334 0 328,334 21 Wellness Center - Interdept 495,830 0 495,830 22 Workers Compensation child 245,992 0 245,992 23 Unemployment Compensation 6,483 0 6,483 24 Personnel Services and Benefits Reserve 0 0 0 25 Total Personnel Services $36,956,015 $0 $36,956,015 Operating Expenses 26 Professional Services $0 $0 $0 27 Employee Training Cost-Professional Services 111,939 0 111,939 28 Other-Professional Services 157,440 0 157,440 29 Accounting and Auditing 50,000 0 50,000 30 Other Services 2,586,200 0 2,586,200 31 Other-Contractual Services 1,776,520 0 1,776,520 32 Temp Personnel-Contractual Services 205,000 0 205,000 33 Travel and Per Diem 371 0 371 34 Comm Svcs - Fiber Optics and VoIP 208,200 0 208,200 35 Freight & Moving-Transportation 3,500 0 3,500 36 Postage-Inside-Transportation 2,500 0 2,500 37 Postage-Outside-Transportation 2,000 0 2,000 38 Comm Svcs - Cellular Charges 205,800 0 205,800 39 Freight & Postage Services 1,800 0 1,800 40 Rentals and Leases 653,311 0 653,311 41 Repair and Maintenance Services 3,137,115 0 3,137,115 42 Copier Maintenance 12,800 0 12,800 43 Computers-Repair and Maintenance 88,400 0 88,400 44 Printing and Binding 8,000 0 8,000 45 Advertising 1,500 0 1,500 46 Bad Debt Expense 421,809 352,291 [2] 774,100 47 Licenses, Fees & Fines 187,060 0 187,060 48 Parking Dept-Interdept Charges 3,500 0 3,500 49 Office Supplies 45,000 0 45,000 50 Operating Supplies 1,000 0 1,000 51 Chemicals - Outside Vendors 133,924 0 133,924 52 Other-Supplies & Materials 2,744,098 0 2,744,098 53 Tools & Minor Equip 50,180 0 50,180 54 Employee Allowance 1,000 0 1,000 55 Computers - Bulk Hardware/Software 455,531 0 455,531 56 Chemicals & Drugs-Inventory 16,003,558 0 16,003,558 57 Other-Inventory 2,934,221 0 2,934,221 58 Books, Publications, Subscr and Memberships 1,000 0 1,000 E-89 Page 2 of 4Table 15 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Projected Fiscal Year 2024 Wastewater Operating Budget Fiscal Year Ending September 30, 2024 [1] Line City Additional Total No. Description Projected Adjustment Amount 59 Dues & Subscriptions 24,425 0 24,425 60 Motor Pool Rental 2,046,450 0 2,046,450 61 Postage-Indirect Costs-Transportation 11,564 0 11,564 62 City-Utility Services 1,100,000 0 1,100,000 63 Electric-Utility Services 6,148,800 0 6,148,800 64 McKay Bay-Utility Services 4,400 0 4,400 65 Other-Utility Services 55,000 0 55,000 66 Interdept-Premium Costs-Insurance 4,309,017 0 4,309,017 67 Taxes-Payment in Lieu of 7,035,978 0 7,035,978 68 Franchise Fees-Payment in Lieu of 8,270,787 (37,887) [3] 8,232,900 69 Interdept 45,800 0 45,800 70 Utility Billing-Interdept Charges 3,738,185 0 3,738,185 71 Cost Allocation-General Fund Services 4,881,056 0 4,881,056 72 Water Dept-Interdept Charges 412,000 0 412,000 73 DPW-Interdept Charges 188,500 0 188,500 74 Cost Allocation Risk Administration 329,038 0 329,038 75 Interdept-Premium Costs-Gen Liab Ins 282,766 0 282,766 76 Fuels & Lubricants 768,800 0 768,800 77 Uniforms 198,600 0 198,600 78 Computers Bulk Purchases Hardware Software 60,000 (60,000) [4]0 79 Machinery and Equipment 363,415 (363,415) [4]0 80 Transp Equip 5,058,692 (5,058,692) [4]0 81 Computers - Hardware/Software 53,363 (53,363) [4]0 82 Interest Intangible Right to Use Asset (Rental Equipment)4,400 0 4,400 83 Interest Intangible Right to Use Asset (Rental Equipment)404,400 0 404,400 84 Total Operating Expenses $77,989,713 ($5,221,066) $72,768,647 85 Total Operating Expenses $114,945,728 ($5,221,066) $109,724,662 Other Expenses 86 Transfer To General Fund $27,179 $0 $27,179 87 Transfer to 1% to the Arts 9,000 (9,000) [4]0 88 Transfer to Wastewater Construction/Capital 19,150,000 (19,150,000) [4]0 89 Transfer to - Wastewater - Debt Service 25,569,335 (25,569,335) [4]0 90 Transfer to - Water Debt Service (UMS)462,558 (462,558) [4]0 91 Contingency (1.0%)0 1,097,518 [5] 1,097,518 92 Total Other Expenses $45,218,072 ($44,093,375) $1,124,697 93 Total Cost of Operations and Maintenance $160,163,800 ($49,314,441) $110,849,359 Footnotes: [1] Amounts based on the City's projected Fiscal Year 2024 results as provided by the City. [2] Based on on 0.5% of projected rate revenues. [3] Payment in lieu of franchise fees (PILOFF) is based on projected revenues. Adjustment recognized based on changes in the forecast when compared to the budget projections. [4] Amounts removed from Operating Expenses, but included as a component of total revenue requirements. [5] A 1.0% contingency was added to account for unexpected changes in revenues or expenses. E-90 Page 3 of 4Table 15 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Proposed Fiscal Year 2025 Wastewater Operating Budget Fiscal Year Ending September 30, 2025 [1] Line Projected Additional Total No. Description Budget Adjustment Amount Personnel Services 1 Regular Salaries and Wages $25,354,800 $0 $25,354,800 2 Longevity Awards 280,400 0 280,400 3 Overtime 0 1,823,870 1,823,870 4 Special Pay 53,900 0 53,900 5 FICA Taxes 1,615,300 0 1,615,300 6 1.45% Medicare Match 379,800 0 379,800 7 Retirement Contributions 3,614,400 0 3,614,400 8 Life Insurance 28,000 0 28,000 9 Accidental D&D Insurance 5,100 0 5,100 10 Employee Health Insurance 4,933,300 0 4,933,300 11 Long-Term Disability Insurance 22,400 0 22,400 12 Healthcare Admin. Services - Interdept 354,600 0 354,600 13 Wellness Center - Interdept 535,500 0 535,500 14 Workers Compensation child 243,400 0 243,400 15 Unemployment Compensation 6,700 0 6,700 16 Personnel Services and Benefits Reserve 0 0 0 17 Total Personnel Services $37,427,600 $1,823,870 $39,251,470 Operating Expenses 18 Professional Services $5,100 $0 $5,100 19 Employee Training Cost-Professional Services 155,000 0 155,000 20 Other-Professional Services 299,300 0 299,300 21 Accounting and Auditing 51,000 0 51,000 22 Other Services 3,147,900 0 3,147,900 23 Other-Contractual Services 2,220,100 0 2,220,100 24 Temp Personnel-Contractual Services 209,100 0 209,100 25 Comm Svcs - Fiber Optics and VoIP 212,400 0 212,400 26 Freight & Moving-Transportation 3,600 0 3,600 27 Postage-Inside-Transportation 2,600 0 2,600 28 Postage-Outside-Transportation 2,000 0 2,000 29 Comm Svcs - Cellular Charges 173,200 0 173,200 30 Freight & Postage Services 1,800 0 1,800 31 Rentals and Leases 870,400 0 870,400 32 Repair and Maintenance Services 3,199,900 0 3,199,900 33 Copier Maintenance 13,100 0 13,100 34 Computers-Repair and Maintenance 59,600 0 59,600 35 Printing and Binding 8,200 0 8,200 36 Copy Services 3,100 0 3,100 37 Advertising 4,600 0 4,600 38 Bad Debt Expense 726,000 73,839 [2] 799,839 39 Licenses, Fees & Fines 211,200 0 211,200 40 Parking Dept-Interdept Charges 3,600 0 3,600 41 Office Supplies 61,200 0 61,200 42 Chemicals - Outside Vendors 106,000 245,755 351,755 43 Other-Supplies & Materials 2,493,000 0 2,493,000 44 Tools & Minor Equip 51,200 0 51,200 45 Computers - Bulk Hardware/Software 464,600 0 464,600 46 Chemicals & Drugs-Inventory 16,617,800 0 16,617,800 47 Other-Inventory 2,176,900 0 2,176,900 48 Books, Publications, Subscr and Memberships 1,000 0 1,000 49 Dues & Subscriptions 24,900 0 24,900 50 Motor Pool Rental 2,087,400 0 2,087,400 51 Postage-Indirect Costs-Transportation 11,800 0 11,800 52 City-Utility Services 1,171,500 0 1,171,500 53 Electric-Utility Services 6,868,000 0 6,868,000 54 McKay Bay-Utility Services 4,700 0 4,700 55 Other-Utility Services 58,600 0 58,600 56 Interdept-Premium Costs-Insurance 4,395,200 0 4,395,200 57 Taxes-Payment in Lieu of 7,190,800 0 7,190,800 58 Franchise Fees-Payment in Lieu of 8,315,700 197,400 [3] 8,513,100 E-91 Page 4 of 4Table 15 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of the Proposed Fiscal Year 2025 Wastewater Operating Budget Fiscal Year Ending September 30, 2025 [1] Line Projected Additional Total No. Description Budget Adjustment Amount 59 Interdept 48,100 0 48,100 60 Utility Billing-Interdept Charges 3,812,900 0 3,812,900 61 Cost Allocation-General Fund Services 5,027,500 0 5,027,500 62 Water Dept-Interdept Charges 420,200 0 420,200 63 DPW-Interdept Charges 192,300 0 192,300 64 Cost Allocation Risk Administration 338,900 0 338,900 65 Interdept-Premium Costs-Gen Liab Ins 288,400 0 288,400 66 Fuels & Lubricants 656,700 0 656,700 67 Uniforms 131,200 0 131,200 68 Machinery and Equipment 726,000 (726,000) [4]0 69 Transp Equip 3,239,653 (3,239,653) [4]0 70 Interest Intangible Right to Use Asset (Rental Equipment)7,592 0 7,592 71 Interest Intangible Right to Use Asset (Rental Equipment)351,075 0 351,075 72 Total Operating Expenses $78,923,620 ($3,448,659) $75,474,961 73 Total Operating Expenses $116,351,220 ($1,624,789) $114,726,431 Other Expenses 74 Transfer To General Fund $27,849 $0 $27,849 75 Transfer to 1% to the Arts 9,000 (9,000) [4]0 76 Transfer to Wastewater Construction/Capital 58,574,514 (58,574,514) [4]0 77 Transfer to - Wastewater - Debt Service 16,116,026 (16,116,026) [4]0 78 Transfer to - Water Debt Service (UMS)462,480 (462,480) [4]0 79 Contingency (1.0%)0 1,147,543 [5] 1,147,543 80 Total Other Expenses $75,189,869 ($74,014,477) $1,175,392 81 Total Cost of Operations and Maintenance $191,541,089 ($75,639,266) $115,901,823 Footnotes: [1] Amounts based on the proposed Fiscal Year 2025 Budget as provided by the City. [2] Based on on 0.5% of projected rate revenues. [3] Payment in lieu of franchise fees (PILOF) is based on projected revenues. Adjustment recognized based on changes in the forecast when compared to the budget projections. [4] Amounts removed from Operating Expenses, but included as a component of total revenue requirements. [5] A 1.0% contingency was added to account for unexpected changes in revenues or expenses. E-92 Table 16 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Projected Wastewater System Cost of Operation and Maintenance Expenses Page 1 of 2 City Proposed Line Projected [1] Budget [1] Projected Fiscal Year Ending September 30, No. Description 2024 2025 Escalation [2] 2026 2027 2028 2029 Personnel Services 1 Regular Salaries and Wages $19,348,855 $25,354,800 Labor $26,622,500 $27,953,600 $29,351,300 $30,818,900 2Sworn/Uniform Salaries 49,6250Labor 00003 Terminal Leave 378,000 0 Labor 0000 4 Longevity Awards 272,250 280,400 Labor 294,400 309,100 324,600 340,800 5Out of Grade Pay 6240Labor 00006 Holiday Pay 1,097,000 0 Labor 0000 7 Floating Holiday 256,000 0 Labor 0000 8 Overtime 1,799,145 1,823,870 Labor 1,915,100 2,010,900 2,111,400 2,217,000 9 Special Pay 84,921 53,900 Labor 56,600 59,400 62,400 65,500 10 Compensated Annual Leave 1,513,114 0 Labor 0000 11 Compensated Sick Leave 1,121,324 0 Labor 0000 12 FICA Taxes 1,598,415 1,615,300 Labor 1,696,100 1,780,900 1,869,900 1,963,400 13 1.45% Medicare Match 373,761 379,800 Labor 398,800 418,700 439,600 461,600 14 Retirement Contributions 3,361,588 3,614,400 Ret Cont 3,903,600 4,215,900 4,553,200 4,917,50015 Life Insurance 30,145 28,000 Labor 29,400 30,900 32,400 34,000 16 Accidental D&D Insurance 4,991 5,100 Labor 5,400 5,700 6,000 6,300 17 Employee Health Insurance 4,567,902 4,933,300 Insur 5,328,000 5,754,200 6,214,500 6,711,70018 Long-Term Disability Insurance 21,716 22,400 Labor 23,500 24,700 25,900 27,200 19 Healthcare Admin. Services - Interdept 328,334 354,600 Labor 372,300 390,900 410,400 430,900 20 Wellness Center - Interdept 495,830 535,500 Labor 562,300 590,400 619,900 650,900 21 Workers Compensation child 245,992 243,400 Labor 255,600 268,400 281,800 295,90022 Unemployment Compensation 6,483 6,700 Labor 7,000 7,400 7,800 8,200 23 Incremental Operating Personnel Cost [3] 0 0 Input 0000 24 Total Personnel Services $36,956,015 $39,251,470 $41,470,600 $43,821,100 $46,311,100 $48,949,800 Operating Expenses 25 Professional Services $0 $5,100 Infl $5,200 $5,300 $5,400 $5,500 26 Employee Training Cost-Professional Services 111,939 155,000 Infl 158,700 162,500 166,400 170,40027 Other-Professional Services 157,440 299,300 Infl 306,500 313,900 321,400 329,100 28 Accounting and Auditing 50,000 51,000 Infl 52,200 53,500 54,800 56,100 29 Other Services 2,586,200 3,147,900 Infl 3,162,103 3,238,000 3,315,700 3,395,30030 Other-Contractual Services 1,776,520 2,220,100 Infl 2,273,400 2,328,000 2,383,900 2,441,100 31 Temp Personnel-Contractual Services 205,000 209,100 Infl 214,100 219,200 224,500 229,900 32Travel and Per Diem 3710Infl 0000 33 Comm Svcs - Fiber Optics and VoIP 208,200 212,400 Infl 217,500 222,700 228,000 233,500 34 Freight & Moving-Transportation 3,500 3,600 Infl 3,700 3,800 3,900 4,000 35 Postage-Inside-Transportation 2,500 2,600 Infl 2,700 2,800 2,900 3,000 36 Postage-Outside-Transportation 2,000 2,000 Infl 2,000 2,000 2,000 2,000 37 Comm Svcs - Cellular Charges 205,800 173,200 Infl 177,400 181,700 186,100 190,600 38 Freight & Postage Services 1,800 1,800 Infl 1,900 2,000 2,100 2,200 39 Rentals and Leases 653,311 870,400 Infl 927,000 987,300 1,051,500 1,119,80040 Repair and Maintenance Services 3,137,115 3,199,900 Infl 3,424,200 3,664,200 3,921,000 4,195,800 41 Copier Maintenance 12,800 13,100 Infl 14,000 14,900 15,900 16,900 42 Computers-Repair and Maintenance 88,400 59,600 Infl 61,000 62,500 64,000 65,500 43 Printing and Binding 8,000 8,200 Infl 8,400 8,600 8,800 9,000 44 Copy Services 0 3,100 Infl 3,200 3,300 3,400 3,500 45 Advertising 1,500 4,600 Infl 4,700 4,800 4,900 5,000 46 Bad Debt Expense 774,100 799,839 Calculated 838,782 878,404 884,364 924,875 47 Licenses, Fees & Fines 187,060 211,200 Infl 216,300 221,500 226,800 232,200 48 Parking Dept-Interdept Charges 3,500 3,600 Infl 3,800 4,000 4,000 4,200 49 Office Supplies 45,000 61,200 Infl 62,700 64,200 65,700 67,30050Operating Supplies 1,0000SSales 0000 51 Chemicals - Outside Vendors 133,924 351,755 Chem-SSales 376,400 402,800 431,000 461,200 52 Other-Supplies & Materials 2,744,098 2,493,000 SSales 2,743,300 2,822,600 2,904,200 2,988,10053 Tools & Minor Equip 50,180 51,200 Infl 52,300 53,500 54,700 55,900 54Employee Allowance 1,0000Infl 0000 55 Computers - Bulk Hardware/Software 455,531 464,600 Infl 464,600 464,600 464,600 464,600 56 Chemicals & Drugs-Inventory 16,003,558 16,617,800 Chem-SSales 17,782,700 19,029,200 20,363,000 21,790,300 57 Other-Inventory 2,934,221 2,176,900 Infl 2,229,100 2,282,600 2,337,400 2,393,500 58 Books, Publications, Subscr and Memberships 1,000 1,000 Infl 1,000 1,000 1,000 1,000 59 Dues & Subscriptions 24,425 24,900 Infl 25,500 26,100 26,700 27,300 60 Motor Pool Rental 2,046,450 2,087,400 Infl 2,137,500 2,188,800 2,241,300 2,295,100 61 Postage-Indirect Costs-Transportation 11,564 11,800 Infl 12,100 12,400 12,700 13,000 62 City-Utility Services 1,100,000 1,171,500 Electric 1,247,600 1,328,700 1,415,100 1,507,10063 Electric-Utility Services 6,148,800 6,868,000 E-SSales 7,349,400 7,864,600 8,415,900 9,005,800 64 McKay Bay-Utility Services 4,400 4,700 Electric 5,000 5,300 5,600 6,000 65 Other-Utility Services 55,000 58,600 Infl 60,000 61,400 62,900 64,40066 Interdept-Premium Costs-Insurance 4,309,017 4,395,200 Infl 4,500,700 4,608,700 4,719,300 4,832,600 67 Taxes-Payment in Lieu of 7,035,978 7,190,800 PILOT 7,349,000 7,510,700 7,675,900 7,844,800 68 Franchise Fees-Payment in Lieu of 8,232,900 8,513,100 SRev 8,923,500 9,343,700 9,406,900 9,836,600 69 Interdept 45,800 48,100 Infl 49,300 50,500 51,700 52,900 70 Utility Billing-Interdept Charges 3,738,185 3,812,900 Infl 3,904,400 3,998,100 4,094,100 4,192,400 71 Cost Allocation-General Fund Services 4,881,056 5,027,500 CostAlloc 5,138,100 5,251,100 5,366,600 5,484,700 72 Water Dept-Interdept Charges 412,000 420,200 Constant 420,200 420,200 420,200 420,200 73 DPW-Interdept Charges 188,500 192,300 Infl 196,900 201,600 206,400 211,400 74 Cost Allocation Risk Administration 329,038 338,900 CostAlloc 346,400 354,000 361,800 369,800 75 Interdept-Premium Costs-Gen Liab Ins 282,766 288,400 Infl 295,300 302,400 309,700 317,10076 Fuels & Lubricants 768,800 656,700 Infl 672,500 688,600 705,100 722,000 77 Uniforms 198,600 131,200 Infl 134,300 137,500 140,800 144,200 78 Interest Intangible Right to Use Asset (Rental Equipment) 4,400 7,592 Infl 7,800 8,000 8,200 8,400 79 Interest Intangible Right to Use Asset (Rental Equipment) 404,400 351,075 Infl 359,500 368,100 376,900 385,900 80 Total Operating Expenses $72,768,647 $75,474,961 $78,925,885 $82,435,904 $85,727,164 $89,603,075 81 Total Operating Expenses $109,724,662 $114,726,431 $120,396,485 $126,257,004 $132,038,264 $138,552,875 E-93 Table 16 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Projected Wastewater System Cost of Operation and Maintenance Expenses Page 2 of 2 City Proposed Line Projected [1] Budget [1] Projected Fiscal Year Ending September 30, No. Description 2024 2025 Escalation [2] 2026 2027 2028 2029 Other Expenses 82 Transfer To General Fund $27,179 $27,849 Labor $29,200 $30,700 $32,200 $33,800 83 Contingency (1.0%) 1,097,518 1,147,543 Calculated 1,204,257 1,262,877 1,320,705 1,385,867 84 Incremental Other Non-Personnel O&M [3] 0 (170,152) Input (175,070) (180,129) (1,002,256) (1,031,219) 85 City Adjustments: (296,732) 0 Input 0000 86 Total Other Expenses $827,965 $1,005,240 $1,058,387 $1,113,448 $350,649 $388,448 87 Total Cost of Operations and Maintenance $110,552,627 $115,731,671 $121,454,873 $127,370,452 $132,388,912 $138,941,323 Footnotes: [1] Amounts derived from Table 15. [2] Escalation attributes derived from Table 17.[3] Amounts recognize estimated decreases to expenses if the Palm River Service Area is sold to Hillsborough County, and operating cost increases to provide temporary bulk wastewater service to the County as follows: Projected Fiscal Year Ending September 30, 2024 2025 2026 2027 2028 2029 Incremental Operating Personnel Costs Incremental Personnel Costs - Current Dollars $0 $0 $0 $0 $0 $0 Cumulative Labor Adjustment [2] 1.00 1.00 Labor 1.05 1.10 1.16 1.22 Incremental Personnel Costs - Future Dollars $0 $0 $0 $0 $0 $0 Incremental Other Non-Personnel O&M Decreased Expenses (Sale of Palm River) - Current Dollars $0 ($920,152) ($920,152) ($920,152) ($920,152) ($920,152)Temporary Sales to Hillsborough County (75% of Max) $0 $750,000 $750,000 $750,000 $0 $0 Incremental Savings - Current Dollars $0 ($170,152) ($170,152) ($170,152) ($920,152) ($920,152) Cumulative Inflationary Adjustment (CPI) [2] 1.00 1.00 SSales 1.03 1.06 1.09 1.12Incremental O&M - Future Dollars $0 ($170,152) ($175,070) ($180,129) ($1,002,256) ($1,031,219) Total Incremental O&M $0 ($170,152) ($175,070) ($180,129) ($1,002,256) ($1,031,219) E-94 Table 17City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Wastewater System Cost Escalation AttributesPage 1 of 1LineProjected Fiscal Year Ending September 30, [1]No. Description Escalation 2026 2027 2028 20291 Wastewater Revenue Increase at Adopted Rates SRev 1.048 1.047 1.007 1.0462 Labor Labor 1.050 1.050 1.050 1.0503 Retirement Contributions Ret Cont 1.080 1.080 1.080 1.0804 Employee Insurance Insur 1.080 1.080 1.080 1.0805 Electric - Base Cost Electric 1.065 1.065 1.065 1.0656 Electric + Sales E-SSales 1.070 1.070 1.070 1.0707 Chemicals - Base Cost Chem 1.065 1.065 1.065 1.0658 Chemicals + Sales Chem-SSales 1.070 1.070 1.070 1.0709 PILOT PILOT 1.022 1.022 1.022 1.02210 Cost Allocation CostAlloc 1.022 1.022 1.022 1.02211 Inflation (CPI) [1] Infl 1.024 1.024 1.024 1.02412 CPI + Sales SSales 1.029 1.029 1.029 1.02913 Constant Constant 1.000 1.000 1.000 1.00014 Elimination Eliminate 0.000 0.000 0.000 0.000Footnotes:[1] Amounts based on discussions with City staff. CPI estmates consistent with the June 2024 Congressional Budget Office (CBO) Forecast.E-95 Table 18City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Debt Service PaymentsPage 1 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029 2030 2031EXISTING AND PROPOSED DEBT SERVICE - SENIOR LIEN BONDSSeries 2015 Bonds1 Annual Payments$3,041,644 $3,036,894 $3,037,894 $3,034,144 $3,037,044 $3,037,994 $3,036,994 $3,036,213Series 2016 Bonds (UMS) - 100% of the Pledge (Water Receives a Credit from Wastewater and Solid Waste on Line 22)2 Annual Payments$1,380,770 $1,380,536$0$0$0$0$0$0Proposed Water and Wastewater Systems Revenue Bonds, Series 2020A3 Annual Payments$7,385,196 $7,385,196 $7,385,196 $7,385,196 $7,385,196 $7,385,196 $7,385,196 $7,385,196Proposed Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B4 Annual Payments$7,350,790 $7,395,096 $7,625,215 $9,510,188 $9,508,057 $9,504,530 $9,507,054 $9,505,747Proposed Water and Wastewater Systems Revenue Bonds (Green Bonds), Series 2022A5 Annual Payments$6,822,764 $6,822,764 $6,822,764 $6,822,764 $6,822,764 $6,822,764 $6,822,764 $6,822,764Proposed Water and Wastewater Systems Revenue Bonds, Series 2022B6 Annual Payments$787,500 $787,500 $787,500 $787,500 $787,500 $787,500 $787,500 $787,500Proposed Future Senior Lien Debt 1 - Series 20247 Annual Payments [2]$556,729 $7,182,463 $7,739,284 $6,645,385 $6,645,133 $6,647,648 $6,647,648 $6,647,648Proposed Future Senior Lien Debt 2 - Series 20258 Annual Payments [2]$0$0$0$0$0$0$0$0Proposed Future Senior Lien Debt 3 - Series 20269 Annual Payments [2]$0$0 $2,761,806 $4,522,419 $4,523,635 $4,522,689 $4,522,284 $4,522,284Proposed Future Senior Lien Debt 4 - Series 202710 Annual Payments [2]$0$0$0 $2,861,451 $4,757,821 $4,760,301 $4,760,301 $4,763,333Proposed Future Senior Lien Debt 5 - Series 202811 Annual Payments [2]$0$0$0$0 $4,290,238 $6,604,504 $6,601,683 $6,600,554Proposed Future Senior Lien Debt 6 - Series 202912 Annual Payments [2]$0$0$0$0$0 $4,005,899 $6,188,960 $6,186,216Proposed Future Senior Lien Debt 7 - Series 203013 Annual Payments [2]$0$0$0$0$0$0 $4,142,157 $6,231,636Recap of Senior Lien Debt14 Total Annual Debt Service Payments $27,325,394 $33,990,449 $36,159,660 $41,569,048 $47,757,387 $54,079,027 $60,402,542 $62,489,090E-96 Table 18City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Water System Debt Service PaymentsPage 2 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029 2030 2031EXISTING AND PROPOSED DEBT SERVICE - SUBORDINATE LIEN DEBTWater State Loan #4 DW29020015 Annual Payments$30,008$30,008$30,008$30,008$30,008$30,008$30,008$0Water State Loan #5 DW 29020216 Annual Payments$49,108$49,108$49,108$49,108$49,108$49,108$49,108$24,554Water State Loan #617 Annual Payments$1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987Water State Loan #718 Annual Payments$671,506 $671,506 $671,506 $671,506 $671,506 $671,506 $671,506 $671,506Recap of Subordinate Lien Debt19 Total Annual Debt Service Payments$1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,894,046EXISTING AND PROPOSED DEBT SERVICE - INTERFUND LOANSExisting Internal Service Fund - UMS Series 201620 Annual Payments [3]($827,081) ($826,941)$0$0$0$0$0$0Recap of Interfund Loans21 Total Annual Debt Service Payments($827,081) ($826,941)$0$0$0$0$0$022 Total Annual Debt Service Payments $28,446,921 $35,112,116 $38,108,267 $43,517,656 $49,705,995 $56,027,635 $62,351,150 $64,383,137Footnotes:[1] Existing amounts provided by the City.[2] Projected amounts derived from Table 19. Amounts based on information provided by the City's Financial Advisor as allocated to the Water System.[3] Amounts reflect interdepartmental payments from the City's Wastewater and Solid Waste Funds.E-97 Page 1 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 19 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Water System No. Description Percent Amount Proposed Future Senior Lien Debt 1 - Series 2024 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 1 Water 100.0%$130,689,981 2024 117,895,000 0 556,729 0 556,729 2 Wastewater 0.0%0 2025 117,895,000 1,287,680 5,894,783 0 7,182,463 3 Reclaimed Water 0.0%0 2026 116,607,320 1,908,885 5,830,399 0 7,739,284 4 Other 0.0%0 2027 114,698,435 910,430 5,734,955 0 6,645,385 5 Other 0.0%0 2028 113,788,005 955,700 5,689,433 0 6,645,133 6 Other 0.0%0 2029 112,832,305 1,006,000 5,641,648 0 6,647,648 7 Total Project Cost $130,689,981 2030 111,826,305 1,056,300 5,591,348 0 6,647,648 8 Issuance and Surety Costs 2031 110,770,005 1,109,115 5,538,533 0 6,647,648 9 Issuance Costs & Underwriter's Discoun 1.00%$1,178,957 2032 109,660,890 1,574,390 5,483,077 0 7,057,467 10 Other Uses 0.00%210 2033 108,086,500 1,353,070 5,404,358 0 6,757,428 11 Premium 0.00%(13,977,327) 2034 106,733,430 3,272,015 5,336,704 0 8,608,719 12 Underwriters Discount 0.00%0 2035 103,461,415 3,435,490 5,173,104 0 8,608,594 13 Total Issuance Costs 1.00%($12,798,160) 2036 100,025,925 3,606,510 5,001,329 0 8,607,839 14 Capitalized Interest - CP Used No 2037 96,419,415 3,785,075 4,821,004 0 8,606,079 15 Capitalized Interest 0.0 0.0 yr - 2038 92,634,340 3,976,215 4,631,750 0 8,607,965 16 Debt Service Reserve Requirement 0%- 2039 88,658,125 4,174,900 4,432,939 0 8,607,839 17 Principal Amount of Bonds (Rounded)$117,895,000 2040 84,483,225 4,381,130 4,224,194 0 8,605,324 18 Assumed Issue Date August 27, 2024 2041 80,102,095 4,086,875 4,005,138 0 8,092,013 19 Level Debt Service Payment 2042 76,015,220 4,293,105 3,800,794 0 8,093,899 20 Term-Years 20 2043 71,722,115 4,506,880 3,586,139 0 8,093,019 21 Interest Rate 5.00% 2044 67,215,235 4,730,715 3,360,795 0 8,091,510 22 First Year of Bond Term (Fiscal Year)2024 2045 62,484,520 4,967,125 3,124,259 0 8,091,384 23 First Year of Amortization (Fiscal Year)2024 2046 57,517,395 5,216,110 2,875,903 0 8,092,013 24 Interest Only Periods - 2047 52,301,285 5,477,670 2,615,097 0 8,092,767 25 Issue Month (Jan=1)8 2048 46,823,615 5,751,805 2,341,214 0 8,093,019 26 Principal Payment Month (Jan=1)10 2049 41,071,810 6,038,515 2,053,623 0 8,092,138 27 Annual Average Payment $7,844,326 2050 35,033,295 6,340,315 1,751,698 0 8,092,013 28 2051 28,692,980 6,657,205 1,434,682 0 8,091,887 29 2052 22,035,775 6,991,700 1,101,822 0 8,093,522 30 2053 15,044,075 7,338,770 752,237 0 8,091,007 31 2054 7,705,960 7,705,960 385,298 0 8,091,258 00 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-98 Page 2 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 19 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Water System No. Description Percent Amount Proposed Future Senior Lien Debt 3 - Series 2026 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 32 Water 100.0%$78,172,636 2026 73,640,000 0 2,761,806 0 2,761,806 33 Wastewater 0.0%0 2027 73,640,000 840,011 3,682,408 0 4,522,419 34 Reclaimed Water 0.0%0 2028 72,799,989 883,227 3,640,408 0 4,523,635 35 Other 0.0%0 2029 71,916,762 926,443 3,596,246 0 4,522,689 36 Other 0.0%0 2030 70,990,319 972,360 3,549,924 0 4,522,284 37 Other 0.0%0 2031 70,017,959 1,020,978 3,501,306 0 4,522,284 38 Total Projects $78,172,636 2032 68,996,981 1,072,297 3,450,257 0 4,522,554 39 Issuance and Surety Costs 2033 67,924,684 1,126,317 3,396,643 0 4,522,960 40 Issuance Costs & Underwriter's Discoun 0.98%$721,896 2034 66,798,367 1,180,337 3,340,327 0 4,520,664 41 Other Uses 0.00%1,546 2035 65,618,030 1,242,460 3,281,310 0 4,523,770 42 Premium 0.00%(5,256,509) 2036 64,375,570 1,301,882 3,219,187 0 4,521,069 43 Underwriters Discount 0.00%0 2037 63,073,688 1,369,407 3,154,093 0 4,523,500 44 Total Issuance Costs 0.98%($4,533,067) 2038 61,704,281 1,436,932 3,085,622 0 4,522,554 45 Capitalized Interest - CP Used No 2039 60,267,349 1,507,158 3,013,776 0 4,520,934 46 Capitalized Interest 0 0 yr - 2040 58,760,191 1,585,487 2,938,418 0 4,523,905 47 Debt Service Reserve Requirement 0%- 2041 57,174,704 1,663,816 2,859,144 0 4,522,960 48 Principal Amount of Bonds (Rounded)$73,640,000 2042 55,510,888 1,744,846 2,775,953 0 4,520,799 49 Assumed Issue Date January 1, 2026 2043 53,766,042 1,833,979 2,688,710 0 4,522,689 50 Level Debt Service Payment 2044 51,932,063 1,925,813 2,597,012 0 4,522,825 51 Term-Years 22 2045 50,006,250 2,023,049 2,500,721 0 4,523,770 52 Interest Rate 5.00% 2046 47,983,201 2,122,986 2,399,568 0 4,522,554 53 First Year of Bond Term (Fiscal Year)2026 2047 45,860,215 2,231,026 2,293,419 0 4,524,445 54 First Year of Amortization (Fiscal Year)2026 2048 43,629,189 2,341,767 2,181,868 0 4,523,635 55 Interest Only Periods - 2049 41,287,422 2,460,611 2,064,779 0 4,525,390 56 Issue Month 1 2050 38,826,811 2,582,156 1,941,749 0 4,523,905 57 Principal Payment Month 10 2051 36,244,655 2,711,804 1,812,641 0 4,524,445 58 Annual Average Payment $5,067,648 2052 33,532,851 2,846,854 1,677,051 0 4,523,905 59 2053 30,685,997 2,987,306 1,534,708 0 4,522,014 60 2054 27,698,691 3,138,562 1,385,343 0 4,523,905 61 2055 24,560,129 11,984,337 1,228,415 0 13,212,752 62 2056 12,583,959 12,583,959 629,198 0 13,213,157 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-99 Page 3 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 19 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Water System No. Description Percent Amount Proposed Future Senior Lien Debt 4 - Series 2027 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 63 Water 100.0%$79,974,000 2027 76,310,000 0 2,861,451 0 2,861,451 64 Wastewater 0.0%0 2028 76,310,000 942,552 3,815,269 0 4,757,821 65 Reclaimed Water 0.0%0 2029 75,367,448 992,160 3,768,141 0 4,760,301 66 Other 0.0%0 2030 74,375,288 1,041,768 3,718,533 0 4,760,301 67 Other 0.0%0 2031 73,333,520 1,096,888 3,666,445 0 4,763,333 68 Other 0.0%0 2032 72,236,632 1,149,252 3,611,600 0 4,760,852 69 Total Projects $79,974,000 2033 71,087,380 1,207,128 3,554,138 0 4,761,266 70 Issuance and Surety Costs 2034 69,880,252 1,267,760 3,493,781 0 4,761,541 71 Issuance Costs & Underwriter's Discoun 1.00%$763,054 2035 68,612,492 1,328,392 3,430,393 0 4,758,785 72 Other Uses 0.00%183 2036 67,284,100 1,400,048 3,363,974 0 4,764,022 73 Premium 0.00%(4,429,543) 2037 65,884,052 1,466,192 3,293,971 0 4,760,163 74 Underwriters Discount 0.00%0 2038 64,417,860 1,540,604 3,220,662 0 4,761,266 75 Total Issuance Costs 1.00%($3,666,307) 2039 62,877,256 1,617,772 3,143,631 0 4,761,403 76 Capitalized Interest - CP Used No 2040 61,259,484 1,697,696 3,062,743 0 4,760,439 77 Capitalized Interest 0 0 yr - 2041 59,561,788 1,783,132 2,977,858 0 4,760,990 78 Debt Service Reserve Requirement 0%- 2042 57,778,656 1,874,080 2,888,701 0 4,762,781 79 Principal Amount of Bonds (Rounded)$76,310,000 2043 55,904,576 1,965,028 2,794,997 0 4,760,025 80 Assumed Issue Date January 1, 2027 2044 53,939,548 2,064,244 2,696,746 0 4,760,990 81 Level Debt Service Payment 2045 51,875,304 2,166,216 2,593,534 0 4,759,750 82 Term-Years 22 2046 49,709,088 2,276,456 2,485,223 0 4,761,679 83 Interest Rate 5.00% 2047 47,432,632 2,389,452 2,371,400 0 4,760,852 84 First Year of Bond Term (Fiscal Year)2027 2048 45,043,180 2,507,960 2,251,928 0 4,759,888 85 First Year of Amortization (Fiscal Year)2027 2049 42,535,220 2,634,736 2,126,530 0 4,761,266 86 Interest Only Periods - 2050 39,900,484 2,767,024 1,994,793 0 4,761,817 87 Issue Month 1 2051 37,133,460 2,904,824 1,856,442 0 4,761,266 88 Principal Payment Month 10 2052 34,228,636 3,048,136 1,711,200 0 4,759,336 89 Annual Average Payment $5,176,267 2053 31,180,500 3,202,472 1,558,794 0 4,761,266 90 2054 27,978,028 3,362,320 1,398,670 0 4,760,990 91 2055 24,615,708 3,530,436 1,230,554 0 4,760,990 92 2056 21,085,272 3,706,820 1,054,032 0 4,760,852 93 2057 17,373,824 17,373,824 868,691 0 18,242,515 00 Do Not Delete Lines - For Amortization Purposes 00 E-100 Page 4 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 19 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Water System No. Description Percent Amount Proposed Future Senior Lien Debt 5 - Series 2028 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 1 Water 100.0%$120,509,000 2028 114,405,000 0 4,290,238 0 4,290,238 2 Wastewater 0.0%0 2029 114,405,000 884,188 5,720,317 0 6,604,504 3 Reclaimed Water 0.0%0 2030 113,520,813 925,575 5,676,108 0 6,601,683 4 Other 0.0%0 2031 112,595,238 970,725 5,629,829 0 6,600,554 5 Other 0.0%0 2032 111,624,513 1,019,638 5,581,293 0 6,600,930 6 Other 0.0%0 2033 110,604,875 1,068,550 5,530,311 0 6,598,861 7 Total Project Cost $120,509,000 2034 109,536,325 1,124,988 5,476,883 0 6,601,871 8 Issuance and Surety Costs 2035 108,411,338 1,181,425 5,420,634 0 6,602,059 9 Issuance Costs & Underwriter's Discoun 1.00%$1,144,063 2036 107,229,913 1,237,863 5,361,563 0 6,599,425 10 Other Uses 0.00%18 2037 105,992,050 1,301,825 5,299,669 0 6,601,494 11 Premium 0.00%(7,252,951) 2038 104,690,225 1,365,788 5,234,578 0 6,600,366 12 Underwriters Discount 0.00%0 2039 103,324,438 1,437,275 5,166,289 0 6,603,564 13 Total Issuance Costs 1.00%($6,108,870) 2040 101,887,163 1,508,763 5,094,425 0 6,603,188 14 Capitalized Interest - CP Used No 2041 100,378,400 1,584,013 5,018,987 0 6,602,999 15 Capitalized Interest 0.0 0.0 yr - 2042 98,794,388 1,663,025 4,939,786 0 6,602,811 16 Debt Service Reserve Requirement 0%- 2043 97,131,363 1,745,800 4,856,635 0 6,602,435 17 Principal Amount of Bonds (Rounded)$114,405,000 2044 95,385,563 1,832,338 4,769,345 0 6,601,683 18 Assumed Issue Date January 1, 2028 2045 93,553,225 1,926,400 4,677,728 0 6,604,128 19 Level Debt Service Payment 2046 91,626,825 2,020,463 4,581,408 0 6,601,871 20 Term-Years 25 2047 89,606,363 2,118,288 4,480,385 0 6,598,673 21 Interest Rate 5.00% 2048 87,488,075 2,227,400 4,374,471 0 6,601,871 22 First Year of Bond Term (Fiscal Year)2028 2049 85,260,675 2,336,513 4,263,101 0 6,599,613 23 First Year of Amortization (Fiscal Year)2028 2050 82,924,163 2,453,150 4,146,275 0 6,599,425 24 Interest Only Periods - 2051 80,471,013 2,577,313 4,023,618 0 6,600,930 25 Issue Month (Jan=1)1 2052 77,893,700 2,709,000 3,894,752 0 6,603,752 26 Principal Payment Month (Jan=1)10 2053 75,184,700 2,844,450 3,759,302 0 6,603,752 27 Annual Average Payment $8,396,445 2054 72,340,250 2,983,663 3,617,079 0 6,600,742 28 2055 69,356,588 3,134,163 3,467,896 0 6,602,059 29 2056 66,222,425 3,292,188 3,311,188 0 6,603,376 30 2057 62,930,238 3,457,738 3,146,579 0 6,604,316 31 2058 59,473,838 59,473,838 2,973,692 0 62,447,529 00 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-101 Page 5 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 19 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Water System No. Description Percent Amount Proposed Future Senior Lien Debt 6 - Series 2029 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 32 Water 100.0%$111,060,389 2029 106,820,000 0 4,005,899 0 4,005,899 33 Wastewater 0.0%0 2030 106,820,000 847,761 5,341,199 0 6,188,960 34 Reclaimed Water 0.0%0 2031 105,972,239 887,405 5,298,811 0 6,186,216 35 Other 0.0%0 2032 105,084,835 933,147 5,254,441 0 6,187,588 36 Other 0.0%0 2033 104,151,688 981,939 5,207,784 0 6,189,723 37 Other 0.0%0 2034 103,169,749 1,027,682 5,158,687 0 6,186,368 38 Total Project Cost $111,060,389 2035 102,142,067 1,079,523 5,107,303 0 6,186,826 39 Issuance and Surety Costs 2036 101,062,544 1,134,414 5,053,326 0 6,187,740 40 Issuance Costs (%)1.00%$1,068,240 2037 99,928,130 1,192,355 4,996,606 0 6,188,960 41 Other Uses 0.00%885 2038 98,735,776 1,250,295 4,936,988 0 6,187,283 42 Premium 0.00%(5,314,266) 2039 97,485,481 1,311,285 4,874,473 0 6,185,758 43 Underwriters Discount 0.00%0 2040 96,174,196 1,378,374 4,808,909 0 6,187,283 44 Total Issuance Costs 1.00%($4,245,141) 2041 94,795,822 1,448,513 4,739,990 0 6,188,503 45 Capitalized Interest - CP Used No 2042 93,347,309 1,518,651 4,667,565 0 6,186,216 46 Capitalized Interest 0.0 0.0 yr - 2043 91,828,658 1,594,889 4,591,632 0 6,186,521 47 Debt Service Reserve Requirement 0%- 2044 90,233,770 1,674,176 4,511,888 0 6,186,063 48 Principal Amount of Bonds (Rounded)$106,820,000 2045 88,559,594 1,759,562 4,428,179 0 6,187,740 49 Assumed Issue Date January 1, 2029 2046 86,800,033 1,844,948 4,340,201 0 6,185,148 50 Level Debt Service Payment 2047 84,955,085 1,939,482 4,247,954 0 6,187,436 51 Term-Years 25 2048 83,015,603 2,037,066 4,150,979 0 6,188,045 52 Interest Rate 5.00% 2049 80,978,537 2,137,700 4,049,126 0 6,186,826 53 First Year of Bond Term (Fiscal Year)2029 2050 78,840,838 2,244,432 3,942,241 0 6,186,673 54 First Year of Amortization (Fiscal Year)2029 2051 76,596,406 2,357,264 3,830,020 0 6,187,283 55 Interest Only Periods - 2052 74,239,142 2,473,145 3,712,156 0 6,185,301 56 Issue Month 1 2053 71,765,998 2,598,174 3,588,499 0 6,186,673 57 Principal Payment Month 10 2054 69,167,824 2,729,303 3,458,590 0 6,187,893 58 Annual Average Payment $7,812,430 2055 66,438,521 2,866,530 3,322,125 0 6,188,655 59 2056 63,571,991 3,006,807 3,178,799 0 6,185,606 60 2057 60,565,184 3,156,233 3,028,458 0 6,184,691 61 2058 57,408,952 3,317,856 2,870,647 0 6,188,503 62 2059 54,095,081 54,095,081 2,704,754 0 56,799,835 Do Not Delete Lines - For Amortization Purposes 00 E-102 Page 6 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 19 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Water System No. Description Percent Amount Proposed Future Senior Lien Debt 7 - Series 2030 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 63 Water 100.0%$114,578,100 2030 110,460,000 0 4,142,157 0 4,142,157 64 Wastewater 0.0%0 2031 110,460,000 708,760 5,522,876 0 6,231,636 65 Reclaimed Water 0.0%0 2032 109,751,240 742,835 5,487,438 0 6,230,273 66 Other 0.0%0 2033 109,008,405 776,910 5,450,296 0 6,227,206 67 Other 0.0%0 2034 108,231,495 821,208 5,411,451 0 6,232,658 68 Other 0.0%0 2035 107,410,288 862,098 5,370,390 0 6,232,488 69 Total Projects $114,578,100 2036 106,548,190 902,988 5,327,286 0 6,230,273 70 Issuance and Surety Costs 2037 105,645,203 947,285 5,282,136 0 6,229,421 71 Issuance Costs (%)1.00%$1,104,575 2038 104,697,918 994,990 5,234,772 0 6,229,762 72 Other Uses 0.00%2,234 2039 103,702,928 1,046,103 5,185,022 0 6,231,125 73 Premium 0.00%(5,228,589) 2040 102,656,825 1,097,215 5,132,717 0 6,229,932 74 Underwriters Discount 0.00%0 2041 101,559,610 1,151,735 5,077,857 0 6,229,592 75 Total Issuance Costs 1.00%($4,121,780) 2042 100,407,875 1,209,663 5,020,270 0 6,229,932 76 Capitalized Interest - CP Used No 2043 99,198,213 1,270,998 4,959,787 0 6,230,784 77 Capitalized Interest 0 0 yr - 2044 97,927,215 1,335,740 4,896,237 0 6,231,977 78 Debt Service Reserve Requirement 0%- 2045 96,591,475 1,397,075 4,829,450 0 6,226,525 79 Principal Amount of Bonds (Rounded)$110,460,000 2046 95,194,400 1,472,040 4,759,596 0 6,231,636 80 Assumed Issue Date January 1, 2030 2047 93,722,360 1,543,598 4,685,994 0 6,229,592 81 Level Debt Service Payment 2048 92,178,763 1,618,563 4,608,814 0 6,227,377 82 Term-Years 26 2049 90,560,200 1,703,750 4,527,886 0 6,231,636 83 Interest Rate 5.00% 2050 88,856,450 1,788,938 4,442,699 0 6,231,636 84 First Year of Bond Term (Fiscal Year)2030 2051 87,067,513 1,874,125 4,353,252 0 6,227,377 85 First Year of Amortization (Fiscal Year)2030 2052 85,193,388 1,972,943 4,259,545 0 6,232,488 86 Interest Only Periods - 2053 83,220,445 2,068,353 4,160,898 0 6,229,251 87 Issue Month 1 2054 81,152,093 2,170,578 4,057,481 0 6,228,058 88 Principal Payment Month 10 2055 78,981,515 2,279,618 3,948,952 0 6,228,569 89 Annual Average Payment $8,276,712 2056 76,701,898 2,395,473 3,834,971 0 6,230,443 90 2057 74,306,425 2,514,735 3,715,197 0 6,229,932 91 2058 71,791,690 2,637,405 3,589,461 0 6,226,866 92 2059 69,154,285 2,773,705 3,457,590 0 6,231,295 93 2060 66,378,100 66,378,100 3,318,905 0 69,697,005 Do Not Delete Lines - For Amortization Purposes 00 E-103 Table 20City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Debt Service PaymentsPage 1 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029 2030 2031EXISTING AND PROPOSED DEBT SERVICE - SENIOR LIEN BONDSSeries 2015 Bonds1 Annual Payments $2,048,400 $2,045,900 $2,050,400 $2,051,400 $2,047,900 $2,048,200 $2,047,150 $2,047,775Proposed Water and Wastewater Systems Revenue Bonds, Series 2020A2 Annual Payments $5,262,854 $5,262,854 $5,262,854 $5,262,854 $5,262,854 $5,262,854 $5,262,854 $5,262,854Proposed Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B3 Annual Payments $1,155,100 $1,162,062 $1,198,223 $1,494,427 $1,494,092 $1,493,538 $1,493,934 $1,493,729Proposed Water and Wastewater Systems Revenue Bonds (Green Bonds), Series 2022A4 Annual Payments $7,645,211 $7,645,211 $7,645,211 $7,645,211 $7,645,211 $7,645,211 $7,645,211 $7,645,211Proposed Water and Wastewater Systems Revenue Bonds, Series 2022B5 Annual Payments $0 $0 $0 $0 $0 $0 $0 $0Proposed Future Senior Lien Debt 1 - Series 20246 Annual Payments [2] $550,089 $7,096,787 $7,646,966 $6,566,116 $6,565,867 $6,568,352 $6,568,352 $6,568,352Proposed Future Senior Lien Debt 2 - Series 20257Annual Payments [2] $0$0$0$0$0$0$0$0Proposed Future Senior Lien Debt 3 - Series 20268 Annual Payments [2] $0 $0 $2,350,756 $3,849,331 $3,850,365 $3,849,561 $3,849,216 $3,849,216Proposed Future Senior Lien Debt 4 - Series 20279 Annual Payments [2] $0 $0 $0 $2,329,861 $3,873,929 $3,875,949 $3,875,949 $3,878,417Proposed Future Senior Lien Debt 5 - Series 202810 Annual Payments [2] $0 $0 $0 $0 $1,411,075 $2,172,246 $2,171,318 $2,170,946Proposed Future Senior Lien Debt 6 - Series 202911 Annual Payments [2] $0 $0 $0 $0 $0 $2,562,226 $3,958,540 $3,956,784Proposed Future Senior Lien Debt 7 - Series 203012 Annual Payments [2] $0 $0 $0 $0 $0 $0 $1,935,843 $2,912,364Recap of Senior Lien Debt13 Total Annual Debt Service Payments $16,661,653 $23,212,814 $26,154,410 $29,199,198 $32,151,293 $35,478,135 $38,808,365 $39,785,648EXISTING AND PROPOSED DEBT SERVICE - SUBORDINATE LIEN DEBTRecap of Subordinate Lien Debt14 Total Annual Debt Service Payments $0 $0 $0 $0 $0 $0 $0 $0E-104 Table 20City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjected Wastewater System Debt Service PaymentsPage 2 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029 2030 2031EXISTING AND PROPOSED DEBT SERVICE - INTERFUND LOANSExisting Internal Service Fund - UMS Series 201615 Annual Payments [3] $462,558 $462,480 $0 $0 $0 $0 $0 $0Recap of Interfund Loans16 Total Annual Debt Service Payments $462,558 $462,480 $0 $0 $0 $0 $0 $0Total Debt Service17 Total Annual Debt Service Payments $17,124,211 $23,675,294 $26,154,410 $29,199,198 $32,151,293 $35,478,135 $38,808,365 $39,785,648Footnotes:[1] Existing amounts provided by the City.[2] Projected amounts derived from Table 21. Amounts based on information provided by the City's Financial Advisor as allocated to the Wastewater System.[3] Amounts reflect interdepartmental payments to the City's Water Fund.E-105 Page 1 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 21 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Wastewater System No. Description Percent Amount Proposed Future Senior Lien Debt 1 - Series 2024 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 1 Water 0.0%$0 2024 116,495,000 0 550,089 0 550,089 2 Wastewater 100.0%129,138,677 2025 116,495,000 1,272,320 5,824,467 0 7,096,787 3 Reclaimed Water 0.0%0 2026 115,222,680 1,886,115 5,760,851 0 7,646,966 4 Other 0.0%0 2027 113,336,565 899,570 5,666,546 0 6,566,116 5 Other 0.0%0 2028 112,436,995 944,300 5,621,567 0 6,565,867 6 Other 0.0%0 2029 111,492,695 994,000 5,574,352 0 6,568,352 7 Total Project Cost $129,138,677 2030 110,498,695 1,043,700 5,524,652 0 6,568,352 8 Issuance and Surety Costs 2031 109,454,995 1,095,885 5,472,467 0 6,568,352 9 Issuance Costs & Underwriters Discount 1.00%$1,164,893 2032 108,359,110 1,555,610 5,417,673 0 6,973,283 10 Other Uses 0.00%208 2033 106,803,500 1,336,930 5,339,892 0 6,676,822 11 Premium 0.00%(13,810,599) 2034 105,466,570 3,232,985 5,273,046 0 8,506,031 12 Underwriters Discount 0.00%0 2035 102,233,585 3,394,510 5,111,397 0 8,505,907 13 Total Issuance Costs 1.00%($12,645,498) 2036 98,839,075 3,563,490 4,941,671 0 8,505,161 14 Capitalized Interest - CP Used No 2037 95,275,585 3,739,925 4,763,497 0 8,503,422 15 Capitalized Interest 0.0 0.0 yr - 2038 91,535,660 3,928,785 4,576,500 0 8,505,285 16 Debt Service Reserve Requirement 0%- 2039 87,606,875 4,125,100 4,380,061 0 8,505,161 17 Principal Amount of Bonds (Rounded)$116,495,000 2040 83,481,775 4,328,870 4,173,806 0 8,502,676 18 Assumed Issue Date August 27, 2024 2041 79,152,905 4,038,125 3,957,363 0 7,995,488 19 Level Debt Service Payment 2042 75,114,780 4,241,895 3,755,456 0 7,997,351 20 Term-Years 20 2043 70,872,885 4,453,120 3,543,362 0 7,996,482 21 Interest Rate 5.00% 2044 66,419,765 4,674,285 3,320,706 0 7,994,991 22 First Year of Bond Term (Fiscal Year)2024 2045 61,745,480 4,907,875 3,086,991 0 7,994,866 23 First Year of Amortization (Fiscal Year)2024 2046 56,837,605 5,153,890 2,841,598 0 7,995,488 24 Interest Only Periods - 2047 51,683,715 5,412,330 2,583,903 0 7,996,233 25 Issue Month (Jan=1)8 2048 46,271,385 5,683,195 2,313,287 0 7,996,482 26 Principal Payment Month (Jan=1)10 2049 40,588,190 5,966,485 2,029,127 0 7,995,612 27 Annual Average Payment $7,750,756 2050 34,621,705 6,264,685 1,730,803 0 7,995,488 28 2051 28,357,020 6,577,795 1,417,568 0 7,995,363 29 2052 21,779,225 6,908,300 1,088,679 0 7,996,979 30 2053 14,870,925 7,251,230 743,264 0 7,994,494 31 2054 7,614,040 7,614,040 380,702 0 7,994,742 00 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-106 Page 2 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 21 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Wastewater System No. Description Percent Amount Proposed Future Senior Lien Debt 3 - Series 2026 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 32 Water 0.0%$0 2026 62,670,000 0 2,350,756 0 2,350,756 33 Wastewater 100.0%66,526,825 2027 62,670,000 714,989 3,134,342 0 3,849,331 34 Reclaimed Water 0.0%0 2028 61,955,011 751,773 3,098,592 0 3,850,365 35 Other 0.0%0 2029 61,203,238 788,557 3,061,004 0 3,849,561 36 Other 0.0%0 2030 60,414,681 827,640 3,021,576 0 3,849,216 37 Other 0.0%0 2031 59,587,041 869,022 2,980,194 0 3,849,216 38 Total Projects $66,526,825 2032 58,718,019 912,703 2,936,743 0 3,849,446 39 Issuance and Surety Costs 2033 57,805,316 958,683 2,891,107 0 3,849,790 40 Issuance Costs & Underwriters Discount 0.98%$614,454 2034 56,846,633 1,004,663 2,843,173 0 3,847,836 41 Other Uses 0.00%1,315 2035 55,841,970 1,057,540 2,792,940 0 3,850,480 42 Premium 0.00%(4,474,163) 2036 54,784,430 1,108,118 2,740,063 0 3,848,181 43 Underwriters Discount 0.00%0 2037 53,676,312 1,165,593 2,684,657 0 3,850,250 44 Total Issuance Costs 0.98%($3,858,394) 2038 52,510,719 1,223,068 2,626,378 0 3,849,446 45 Capitalized Interest - CP Used No 2039 51,287,651 1,282,842 2,565,224 0 3,848,066 46 Capitalized Interest 0 0 yr - 2040 50,004,809 1,349,513 2,501,082 0 3,850,595 47 Debt Service Reserve Requirement 0%- 2041 48,655,296 1,416,184 2,433,606 0 3,849,790 48 Principal Amount of Bonds (Rounded)$62,670,000 2042 47,239,112 1,485,154 2,362,797 0 3,847,951 49 Assumed Issue Date January 1, 2026 2043 45,753,958 1,561,021 2,288,540 0 3,849,561 50 Level Debt Service Payment 2044 44,192,937 1,639,187 2,210,489 0 3,849,676 51 Term-Years 22 2045 42,553,750 1,721,951 2,128,529 0 3,850,480 52 Interest Rate 5.00% 2046 40,831,799 1,807,014 2,042,432 0 3,849,446 53 First Year of Bond Term (Fiscal Year)2026 2047 39,024,785 1,898,974 1,952,081 0 3,851,055 54 First Year of Amortization (Fiscal Year)2026 2048 37,125,811 1,993,233 1,857,132 0 3,850,365 55 Interest Only Periods - 2049 35,132,578 2,094,389 1,757,471 0 3,851,860 56 Issue Month 1 2050 33,038,189 2,197,844 1,652,751 0 3,850,595 57 Principal Payment Month 10 2051 30,840,345 2,308,196 1,542,859 0 3,851,055 58 Annual Average Payment $4,313,411 2052 28,532,149 2,423,146 1,427,449 0 3,850,595 59 2053 26,109,003 2,542,694 1,306,292 0 3,848,986 60 2054 23,566,309 2,671,438 1,179,157 0 3,850,595 61 2055 20,894,871 10,200,663 1,045,585 0 11,246,248 2056 10,711,041 10,711,041 535,552 0 11,246,593 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-107 Page 3 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 21 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Wastewater System No. Description Percent Amount Proposed Future Senior Lien Debt 4 - Series 2027 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 62 Water 0.0%$0 2027 62,130,000 0 2,329,861 0 2,329,861 63 Wastewater 100.0%65,112,500 2028 62,130,000 767,448 3,106,481 0 3,873,929 64 Reclaimed Water 0.0%0 2029 61,362,552 807,840 3,068,109 0 3,875,949 65 Other 0.0%0 2030 60,554,712 848,232 3,027,717 0 3,875,949 66 Other 0.0%0 2031 59,706,480 893,112 2,985,305 0 3,878,417 67 Other 0.0%0 2032 58,813,368 935,748 2,940,650 0 3,876,398 68 Total Projects $65,112,500 2033 57,877,620 982,872 2,893,862 0 3,876,734 69 Issuance and Surety Costs 2034 56,894,748 1,032,240 2,844,719 0 3,876,959 70 Issuance Costs (%)1.00%$621,296 2035 55,862,508 1,081,608 2,793,107 0 3,874,715 71 Other Uses 0.00%149 2036 54,780,900 1,139,952 2,739,026 0 3,878,978 72 Premium 0.00%(3,606,638) 2037 53,640,948 1,193,808 2,682,029 0 3,875,837 73 Underwriters Discount 0.00%0 2038 52,447,140 1,254,396 2,622,338 0 3,876,734 74 Total Issuance Costs 1.00%($2,985,193) 2039 51,192,744 1,317,228 2,559,619 0 3,876,847 75 Capitalized Interest - CP Used No 2040 49,875,516 1,382,304 2,493,757 0 3,876,061 76 Capitalized Interest 0 0 yr - 2041 48,493,212 1,451,868 2,424,642 0 3,876,510 77 Debt Service Reserve Requirement 0%- 2042 47,041,344 1,525,920 2,352,049 0 3,877,969 78 Principal Amount of Bonds (Rounded)$62,130,000 2043 45,515,424 1,599,972 2,275,753 0 3,875,725 79 Assumed Issue Date January 1, 2027 2044 43,915,452 1,680,756 2,195,754 0 3,876,510 80 Level Debt Service Payment 2045 42,234,696 1,763,784 2,111,716 0 3,875,500 81 Term-Years 22 2046 40,470,912 1,853,544 2,023,527 0 3,877,071 82 Interest Rate 5.00% 2047 38,617,368 1,945,548 1,930,850 0 3,876,398 83 First Year of Bond Term (Fiscal Year)2027 2048 36,671,820 2,042,040 1,833,572 0 3,875,612 84 First Year of Amortization (Fiscal Year)2027 2049 34,629,780 2,145,264 1,731,470 0 3,876,734 85 Interest Only Periods - 2050 32,484,516 2,252,976 1,624,207 0 3,877,183 86 Issue Month 1 2051 30,231,540 2,365,176 1,511,558 0 3,876,734 87 Principal Payment Month 10 2052 27,866,364 2,481,864 1,393,300 0 3,875,164 88 Annual Average Payment $4,214,638 2053 25,384,500 2,607,528 1,269,206 0 3,876,734 89 2054 22,776,972 2,737,680 1,138,830 0 3,876,510 90 2055 20,039,292 2,874,564 1,001,946 0 3,876,510 91 2056 17,164,728 3,018,180 858,218 0 3,876,398 92 2057 14,146,176 14,146,176 707,309 0 14,853,485 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-108 Page 4 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 21 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Wastewater System No. Description Percent Amount Proposed Future Senior Lien Debt 5 - Series 2028 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 1 Water 0.0%$0 2028 37,635,000 0 1,411,075 0 1,411,075 2 Wastewater 100.0%39,644,100 2029 37,635,000 290,813 1,881,433 0 2,172,246 3 Reclaimed Water 0.0%0 2030 37,344,188 304,425 1,866,893 0 2,171,318 4 Other 0.0%0 2031 37,039,763 319,275 1,851,671 0 2,170,946 5 Other 0.0%0 2032 36,720,488 335,363 1,835,708 0 2,171,070 6 Other 0.0%0 2033 36,385,125 351,450 1,818,939 0 2,170,389 7 Total Project Cost $39,644,100 2034 36,033,675 370,013 1,801,367 0 2,171,379 8 Issuance and Surety Costs 2035 35,663,663 388,575 1,782,866 0 2,171,441 9 Issuance Costs & Underwriters Discount 1.00%$376,287 2036 35,275,088 407,138 1,763,438 0 2,170,575 10 Other Uses 0.00%6 2037 34,867,950 428,175 1,743,081 0 2,171,256 11 Premium 0.00%(2,385,522) 2038 34,439,775 449,213 1,721,672 0 2,170,884 12 Underwriters Discount 0.00%0 2039 33,990,563 472,725 1,699,211 0 2,171,936 13 Total Issuance Costs 1.00%($2,009,230) 2040 33,517,838 496,238 1,675,575 0 2,171,813 14 Capitalized Interest - CP Used No 2041 33,021,600 520,988 1,650,763 0 2,171,751 15 Capitalized Interest 0.0 0.0 yr - 2042 32,500,613 546,975 1,624,714 0 2,171,689 16 Debt Service Reserve Requirement 0%- 2043 31,953,638 574,200 1,597,365 0 2,171,565 17 Principal Amount of Bonds (Rounded)$37,635,000 2044 31,379,438 602,663 1,568,655 0 2,171,318 18 Assumed Issue Date January 1, 2028 2045 30,776,775 633,600 1,538,522 0 2,172,122 19 Level Debt Service Payment 2046 30,143,175 664,538 1,506,842 0 2,171,379 20 Term-Years 25 2047 29,478,638 696,713 1,473,615 0 2,170,328 21 Interest Rate 5.00% 2048 28,781,925 732,600 1,438,779 0 2,171,379 22 First Year of Bond Term (Fiscal Year)2028 2049 28,049,325 768,488 1,402,149 0 2,170,637 23 First Year of Amortization (Fiscal Year)2028 2050 27,280,838 806,850 1,363,725 0 2,170,575 24 Interest Only Periods - 2051 26,473,988 847,688 1,323,383 0 2,171,070 25 Issue Month (Jan=1)1 2052 25,626,300 891,000 1,280,998 0 2,171,998 26 Principal Payment Month (Jan=1)10 2053 24,735,300 935,550 1,236,448 0 2,171,998 27 Annual Average Payment $2,761,622 2054 23,799,750 981,338 1,189,671 0 2,171,008 28 2055 22,818,413 1,030,838 1,140,604 0 2,171,441 29 2056 21,787,575 1,082,813 1,089,062 0 2,171,874 30 2057 20,704,763 1,137,263 1,034,921 0 2,172,184 31 2058 19,561,163 19,561,163 978,058 0 20,539,221 00 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-109 Page 5 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 21 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Wastewater System No. Description Percent Amount Proposed Future Senior Lien Debt 6 - Series 2029 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 32 Water 0.0%$0 2029 68,335,000 0 2,562,226 0 2,562,226 33 Wastewater 100.0%71,050,000 2030 68,335,000 542,239 3,416,301 0 3,958,540 34 Reclaimed Water 0.0%0 2031 67,792,761 567,596 3,389,189 0 3,956,784 35 Other 0.0%0 2032 67,225,166 596,853 3,360,809 0 3,957,662 36 Other 0.0%0 2033 66,628,313 628,061 3,330,966 0 3,959,027 37 Other 0.0%0 2034 66,000,252 657,319 3,299,563 0 3,956,882 38 Total Project Cost $71,050,000 2035 65,342,933 690,477 3,266,697 0 3,957,174 39 Issuance and Surety Costs 2036 64,652,456 725,586 3,232,174 0 3,957,760 40 Issuance Costs (%)1.00%$683,260 2037 63,926,870 762,646 3,195,894 0 3,958,540 41 Other Uses 0.00%566 2038 63,164,225 799,705 3,157,762 0 3,957,467 42 Premium 0.00%(3,399,074) 2039 62,364,520 838,715 3,117,777 0 3,956,492 43 Underwriters Discount 0.00%0 2040 61,525,805 881,626 3,075,841 0 3,957,467 44 Total Issuance Costs 1.00%($2,715,248) 2041 60,644,179 926,488 3,031,760 0 3,958,247 45 Capitalized Interest - CP Used No 2042 59,717,691 971,349 2,985,435 0 3,956,784 46 Capitalized Interest 0.0 0.0 yr - 2043 58,746,342 1,020,112 2,936,868 0 3,956,979 47 Debt Service Reserve Requirement 0%- 2044 57,726,231 1,070,825 2,885,862 0 3,956,687 48 Principal Amount of Bonds (Rounded)$68,335,000 2045 56,655,406 1,125,439 2,832,321 0 3,957,760 49 Assumed Issue Date January 1, 2029 2046 55,529,968 1,180,053 2,776,049 0 3,956,102 50 Level Debt Service Payment 2047 54,349,915 1,240,518 2,717,047 0 3,957,565 51 Term-Years 25 2048 53,109,397 1,302,934 2,655,021 0 3,957,955 52 Interest Rate 5.00% 2049 51,806,463 1,367,301 2,589,874 0 3,957,174 53 First Year of Bond Term (Fiscal Year)2029 2050 50,439,163 1,435,568 2,521,509 0 3,957,077 54 First Year of Amortization (Fiscal Year)2029 2051 49,003,595 1,507,737 2,449,730 0 3,957,467 55 Interest Only Periods - 2052 47,495,858 1,581,856 2,374,344 0 3,956,199 56 Issue Month 1 2053 45,914,003 1,661,826 2,295,251 0 3,957,077 57 Principal Payment Month 10 2054 44,252,177 1,745,698 2,212,160 0 3,957,857 58 Annual Average Payment $4,996,932 2055 42,506,479 1,833,470 2,124,875 0 3,958,345 59 2056 40,673,009 1,923,193 2,033,201 0 3,956,394 2057 38,749,816 2,018,768 1,937,042 0 3,955,809 2058 36,731,049 2,122,144 1,836,103 0 3,958,247 2059 34,599,920 34,599,920 1,729,996 0 36,329,915 00 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-110 Page 6 of 6 AMOUNTS PROVIDED BY FINANCIAL ADVISOR ESTIMATED - TERMS SUBJECT TO CHANGE Table 21 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Summary of Debt Service Sizing and Payments for the Wastewater System No. Description Percent Amount Proposed Future Senior Lien Debt 7 - Series 2030 Amortization Projects Year Start Bal Principal Interest Cap Int Payment 60 Water 0.0%$0 2030 51,625,000 0 1,935,843 0 1,935,843 61 Wastewater 100.0%53,550,000 2031 51,625,000 331,240 2,581,124 0 2,912,364 62 Reclaimed Water 0.0%0 2032 51,293,760 347,165 2,564,562 0 2,911,727 63 Other 0.0%0 2033 50,946,595 363,090 2,547,204 0 2,910,294 64 Other 0.0%0 2034 50,583,505 383,793 2,529,049 0 2,912,842 65 Other 0.0%0 2035 50,199,713 402,903 2,509,860 0 2,912,762 66 Total Projects $53,550,000 2036 49,796,810 422,013 2,489,715 0 2,911,727 67 Issuance and Surety Costs 2037 49,374,798 442,715 2,468,614 0 2,911,329 68 Issuance Costs (%)1.00%$516,225 2038 48,932,083 465,010 2,446,478 0 2,911,488 69 Other Uses 0.00%1,044 2039 48,467,073 488,898 2,423,228 0 2,912,125 70 Premium 0.00%(2,443,589) 2040 47,978,175 512,785 2,398,783 0 2,911,568 71 Underwriters Discount 0.00%0 2041 47,465,390 538,265 2,373,144 0 2,911,409 72 Total Issuance Costs 1.00%($1,926,320) 2042 46,927,125 565,338 2,346,230 0 2,911,568 73 Capitalized Interest - CP Used No 2043 46,361,788 594,003 2,317,963 0 2,911,966 74 Capitalized Interest 0 0 yr - 2044 45,767,785 624,260 2,288,263 0 2,912,523 75 Debt Service Reserve Requirement 0%- 2045 45,143,525 652,925 2,257,050 0 2,909,975 76 Principal Amount of Bonds (Rounded)$51,625,000 2046 44,490,600 687,960 2,224,404 0 2,912,364 77 Assumed Issue Date January 1, 2030 2047 43,802,640 721,403 2,190,006 0 2,911,409 78 Level Debt Service Payment 2048 43,081,238 756,438 2,153,936 0 2,910,373 79 Term-Years 26 2049 42,324,800 796,250 2,116,114 0 2,912,364 80 Interest Rate 5.00% 2050 41,528,550 836,063 2,076,302 0 2,912,364 81 First Year of Bond Term (Fiscal Year)2030 2051 40,692,488 875,875 2,034,498 0 2,910,373 82 First Year of Amortization (Fiscal Year)2030 2052 39,816,613 922,058 1,990,705 0 2,912,762 83 Interest Only Periods - 2053 38,894,555 966,648 1,944,602 0 2,911,249 84 Issue Month 1 2054 37,927,908 1,014,423 1,896,269 0 2,910,692 85 Principal Payment Month 10 2055 36,913,485 1,065,383 1,845,548 0 2,910,931 86 Annual Average Payment $3,868,133 2056 35,848,103 1,119,528 1,792,279 0 2,911,807 87 2057 34,728,575 1,175,265 1,736,303 0 2,911,568 2058 33,553,310 1,232,595 1,677,540 0 2,910,135 2059 32,320,715 1,296,295 1,615,910 0 2,912,205 2060 31,021,900 31,021,900 1,551,095 0 32,572,995 00 00 00 Do Not Delete Lines - For Amortization Purposes 00 E-111 Table 22City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Combined Water and Wastewater System Debt Service PaymentsPage 1 of 2LineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029 2030 2031EXISTING AND PROPOSED DEBT SERVICE - SENIOR LIEN BONDSSeries 2015 Bonds1 Annual Payments $5,090,044 $5,082,794 $5,088,294 $5,085,544 $5,084,944 $5,086,194 $5,084,144 $5,083,988Series 2016 Bonds (UMS)2 Annual Payments $1,380,770 $1,380,536 $0 $0 $0 $0 $0 $0Proposed Water and Wastewater Systems Revenue Bonds, Series 2020A3 Annual Payments$12,648,050 $12,648,050 $12,648,050 $12,648,050 $12,648,050 $12,648,050 $12,648,050 $12,648,050Proposed Taxable Water and Wastewater Systems Refunding Revenue Bonds, Series 2020B4 Annual Payments$8,505,890 $8,557,158 $8,823,438 $11,004,615 $11,002,149 $10,998,068 $11,000,989 $10,999,475Proposed Water and Wastewater Systems Revenue Bonds (Green Bonds), Series 2022A5 Annual Payments$14,467,975 $14,467,975 $14,467,975 $14,467,975 $14,467,975 $14,467,975 $14,467,975 $14,467,975Proposed Water and Wastewater Systems Revenue Bonds, Series 2022B6 Annual Payments$787,500 $787,500 $787,500 $787,500 $787,500 $787,500 $787,500 $787,500Proposed Future Senior Lien Debt 1 - Series 20247 Annual Payments$1,106,818 $14,279,250 $15,386,250 $13,211,500 $13,211,000 $13,216,000 $13,216,000 $13,216,000Proposed Future Senior Lien Debt 2 - Series 20258 Annual Payments$0$0$0$0$0$0$0$0Proposed Future Senior Lien Debt 3 - Series 20269 Annual Payments$0$0 $5,112,563 $8,371,750 $8,374,000 $8,372,250 $8,371,500 $8,371,500Proposed Future Senior Lien Debt 4 - Series 202710 Annual Payments$0$0$0 $5,191,313 $8,631,750 $8,636,250 $8,636,250 $8,641,750Proposed Future Senior Lien Debt 5 - Series 202811 Annual Payments$0$0$0$0 $5,701,313 $8,776,750 $8,773,000 $8,771,500Proposed Future Senior Lien Debt 6 - Series 202912 Annual Payments$0$0$0$0$0 $6,568,125 $10,147,500 $10,143,000Proposed Future Senior Lien Debt 7 - Series 203013 Annual Payments$0$0$0$0$0$0 $6,078,000 $9,144,000Recap of Senior Lien Debt14 Total Annual Debt Service Payments $43,987,047 $57,203,263 $62,314,069 $70,768,246 $79,908,680 $89,557,162 $99,210,907 $102,274,738E-112 Table 22City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Combined Water and Wastewater System Debt Service PaymentsPage 2 of 2LineProjected Fiscal Year Ending September 30, [1]EXISTING AND PROPOSED DEBT SERVICE - SUBORDINATE LIEN DEBTWater State Loan #4 DW29020015 Annual Payments $30,008 $30,008 $30,008 $30,008 $30,008 $30,008 $30,008 $0Water State Loan #5 DW 29020216 Annual Payments $49,108 $49,108 $49,108 $49,108 $49,108 $49,108 $49,108 $24,554Water State Loan #617 Annual Payments $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987 $1,197,987Water State Loan #718 Annual Payments $671,506 $671,506 $671,506 $671,506 $671,506 $671,506 $671,506 $671,506Recap of Subordinate Lien Debt19 Total Annual Debt Service Payments $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,948,608 $1,894,046EXISTING AND PROPOSED DEBT SERVICE - INTERFUND LOANSExisting Internal Service Fund - UMS Series 201620 Annual Payments [2] ($364,523) ($364,461) $0 $0 $0 $0 $0 $0Recap of Interfund Loans21 Total Annual Debt Service Payments ($364,523) ($364,461) $0 $0 $0 $0 $0 $0Total Debt Service22 Total Annual Debt Service Payments $45,571,132 $58,787,410 $64,262,677 $72,716,854 $81,857,288 $91,505,769 $101,159,515 $104,168,784Footnotes:[1] Amounts derived from Tables 18 and 20.[2] Amounts reflect an internal payment from the City's Solid Waste Fund.E-113 Page 1 of 4Table 23City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Projected System Cash Flow and Working Capital BalancesLineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029Projected Net RevenuesGross Revenues1 Water Rate Revenue at Existing Rates [2] [3] $188,515,622 $182,075,024 $183,013,019 $183,954,661 $184,901,940 $185,854,5202 Wastewater Rate Revenue at Existing Rates [2] [3] [4] 154,769,343 153,166,158 153,906,689 154,650,686 149,197,242 149,947,9723 Additional Revenue from Adopted Rates [5] 0 27,670,629 48,850,098 61,529,886 73,757,827 86,745,5634 Other Operating Revenue [6] 7,959,872 6,875,328 6,825,300 6,825,300 6,825,300 6,825,3005 Total Water and Wastewater Rate Revenue $351,244,837 $369,787,138 $392,595,106 $406,960,533 $414,682,308 $429,373,355Other Revenue6 Non-operating Revenue [7] $2,762,634 $3,302,190 $3,224,269 $3,230,837 $3,239,933 $3,249,6137 Interest Income [8] 13,003,651 5,653,082 3,948,789 3,580,989 3,781,289 3,986,889Capital Contributions - Cash 0000008 Total Other Revenues $15,766,285 $8,955,273 $7,173,058 $6,811,826 $7,021,222 $7,236,5029Total Gross Revenues$367,011,122 $378,742,411 $399,768,165 $413,772,358 $421,703,531 $436,609,856Operating Expenses: [9] [10]10 Salaries and Employee Benefits$71,350,094 $76,059,870 $80,358,400 $84,911,300 $89,734,800 $94,845,90011 Supplies and Materials43,391,738 41,125,261 43,881,221 46,637,394 48,761,663 51,877,23312 Contract Services15,188,708 17,229,422 17,467,003 17,771,500 18,083,100 18,402,30013 Other Services and Charges60,039,697 65,488,950 67,913,051 70,383,677 72,933,170 75,644,85314Total Operating Expenses$189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,28515Net Revenues without Connection Fees$177,040,885 $178,838,908 $190,148,490 $194,068,487 $192,190,798 $195,839,57116 Connection Fees [11]2,929,344 3,042,876 3,055,151 3,068,560 3,084,015 3,100,74317Net Revenues plus Wastewater Connection Fees$179,970,229 $181,881,785 $193,203,641 $197,137,047 $195,274,813 $198,940,314Annual Senior Lien Debt Service [12]18 Existing Annual Principal and Interest Payments$42,880,229 $42,924,013 $41,815,257 $43,993,683 $43,990,617 $43,987,78719 Proposed Annual Principal and Interest Payments1,106,818 14,279,250 20,498,813 26,774,563 35,918,063 45,569,37520Total Senior Lien Debt Service$43,987,047 $57,203,263 $62,314,069 $70,768,246 $79,908,680 $89,557,16221Subordinate Lien Debt Service [13]1,948,608 1,948,608 1,948,608 1,948,608 1,948,608 1,948,60822Total Debt Service$45,935,655 $59,151,871 $64,262,677 $72,716,854 $81,857,288 $91,505,769E-114 Page 2 of 4Table 23City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Projected System Cash Flow and Working Capital BalancesLineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029Projected Debt Service CoverageSenior Lien CoverageTest A [14]23 Coverage Ratio - Calculated [15]4.09 3.18 3.10 2.79 2.44 2.22 24 Coverage Ratio - Required 1.20 1.20 1.20 1.20 1.20 1.20 Test B [14]25 Coverage Ratio - Calculated [16]4.02 3.13 3.05 2.74 2.41 2.19 26 Coverage Ratio - Required 1.00 1.00 1.00 1.00 1.00 1.00 Subordinate Lien Coverage27 Net Revenue after Payment of Senior Lien Bonds$135,983,182 $124,678,522 $130,889,572 $126,368,801 $115,366,133 $109,383,15228 Coverage Ratio - Calculated69.7863.9867.1764.8559.2056.1329 Coverage Ratio - Required 1.15 1.15 1.15 1.15 1.15 1.15 30Net Revenue Available for Lawful System Purposes$134,034,574 $122,729,914 $128,940,964 $124,420,193 $113,417,526 $107,434,54430Net Revenue Available for Lawful System Purposes$134,034,574 $122,729,914 $128,940,964 $124,420,193 $113,417,526 $107,434,544Other Revenue Requirements and Transfers31 Capital Funded from Rates [17]$12,510,663 $87,909,258 $91,455,653 $75,104,639 $60,841,977 $55,783,02532 PILOT & PILOFF [18]31,475,900 32,681,100 34,097,200 35,139,300 35,835,500 36,908,50033 Internal Service Fund, Bank Loan [19](364,523) (364,461)000034 Inter-Utility Loan Repayments00000035 Transfers to (from) Connection Fee Funds [20](70,656) 42,876 55,151 68,560 84,015 1,733,48736 Total Other Revenue Requirements and Transfers$43,551,384 $120,268,773 $125,608,004 $110,312,499 $96,761,492 $94,425,01237Net Cash Flow - Operating Reserve Fund [21]$90,483,190 $2,461,140 $3,332,960 $14,107,694 $16,656,034 $13,009,532Projected Fiscal Year Ending September 30,202420252026202720282029Projected Working Capital Balances [22]38 Operating Reserve Fund$364,100,406 $300,156,546 $257,902,507 $270,959,201 $286,915,235 $299,527,767Operating Reserve Fund - Restricted for Debt00000039 Renewal and Replacement Fund16,946,000 18,351,000 18,938,000 19,989,000 20,689,000 21,086,00040 Water and Wastewater Capital Construction Funds171,828,833 50,938,207 24,735,913 26,735,913 28,235,913 29,735,91341 Water and Wastewater Connection Fee Fund11,253,357 9,296,234 7,351,384 5,419,944 4,003,959 4,237,44642 Total Working Capital Balances$564,128,597 $378,741,987 $308,927,804 $323,104,059 $339,844,107 $354,587,12643Total Operating Reserves - Days of Operating Expenses & PILOT / PILOFF60047138638839539444Total Operating Reserves and R&R Fund- Days of Operating Expenses & PILOT / PILOFF628500415417423421E-115 Page 3 of 4Table 23City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Projected System Cash Flow and Working Capital BalancesLineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029Projected Coverage Including PILOT & PILOFF [23]45 Total Net Revenue Available for Debt Service$179,970,229 $181,881,785 $193,203,641 $197,137,047 $195,274,813 $198,940,31446 Less PILOT and PILOFF(31,475,900) (32,681,100) (34,097,200) (35,139,300) (35,835,500) (36,908,500)47 Net Revenue Available for Debt Service$148,494,329 $149,200,685 $159,106,441 $161,997,747 $159,439,313 $162,031,81448 Total Senior Lien and Junior Lien Debt Service$45,935,655 $59,151,871 $64,262,677 $72,716,854 $81,857,288 $91,505,76949Projected All-in Coverage Including PILOT & PILOFF3.232.522.482.231.951.7750Projected Target - All-in Coverage Including PILOT & PILOFF2.002.002.002.002.002.0051Projected All-in Coverage Excluding PILOT & PILOFF3.923.073.012.712.392.1752Projected Target - All-in Coverage Excluding PILOT & PILOFF2.002.002.002.002.002.00Footnotes:[1] Amounts were derived from Table 8 unless otherwise noted below.[2] Amounts derived from Tables 24 and 25 based on existing (Fiscal Year 2024) rates that were effective on October 1, 2023.Projected amounts based on an annual average customer growth in the system of approximately 0.5% per year. [3] Amounts reflect a loss of annual revenues beginning in Fiscal Year 2025 that may occur if the Palm River Service Area is sold to Hillsborough County. SEE SECTION ON PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS.[4] Amounts include increased annual revenues due to providing temporary bulk wastewater service to Hillsborough County from Fiscal Years 2025 through 2027.SEE SECTION ON PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS.[5] Additional revenues based on recently adopted rates resulting in the following annual average increases in revenue:Projected Fiscal Year Ending September 30,20252026202720282029Water System11.5%6.9%2.4%2.4%2.3%Wastewater System4.4%4.4%4.2%4.4%4.1%Effective DateOct. 1, 2024 Oct. 1, 2025 Oct. 1, 2026 Oct. 1, 2027 Oct. 1, 2028[6] Other Operating Revenues are associated with sales to Tampa Bay Water, the Tampa Bay water surcharge (a pass-through adjustment), and other operating charges derived from Tables 26 and 27. Beginning in Fiscal Year 2025 amount was held constant for the Forecast Period.[7] Non-operating Revenues derived from Tables 26 and 27 which include cash capital contributions (excluding Connection Fees), miscellaneous income, and grant funds available for any lawful purpose and not otherwise restricted.[8] Unrestricted Interest Income are based on the projected cash flows for each fund as shown in Tables 9 and 10, and exclude unrealized gains on investments. For the purposes of calculating Gross Revenues, interest earnings on Connection Fees are unrestricted and available for debt service. During Fiscal Year 2023, the System earned approximately $19 million from cash-basis interest earnings. The amount shown for Fiscal Year 2024 is based on current estimates assuming an average interest rate of 2.0%. Beginning in Fiscal Year 2025, interest income was assumed to be reduced based on an estimated average interest rate of 1% per year. The amount of income is projected to vary over time as reserve funds are used to payfor a portion of the proposed capital projects. [9] Amounts derived from Tables 13 and 16. Pursuant to the Bond Resolution, Operating Expenses do not include depreciation or amortization expenses, payment in lieu of taxes (PILOT), payment in lieu of franchise fees (PILOFF), losses on sale of assets, or unrealized losses on investments. The amounts shown above were reconciled to Tables 13 and 16 as shown below:Projected Fiscal Year Ending September 30,202420252026202720282029Water System Cost of Operation and Maintenance Expenses [a]$110,893,509 $116,852,932 $122,262,001 $127,472,719 $132,959,320 $138,737,463Wastewater System Cost of Operation and Maintenance Expenses [b]110,552,627 115,731,671 121,454,873 127,370,452 132,388,912 138,941,323Sub-total Cost of Operation and Maintenance Expenses$221,446,137 $232,584,603 $243,716,874 $254,843,172 $265,348,232 $277,678,785Less PILOT / PILOFF Payments [c](31,475,900) (32,681,100) (34,097,200) (35,139,300) (35,835,500) (36,908,500)Total Operating Expenses$189,970,237 $199,903,503 $209,619,674 $219,703,872 $229,512,732 $240,770,285__________[a] Amounts derived from Table 13.[b] Amounts derived from Table 16.[c] Amounts reflect the sum of the PILOT and PILOFF payments derived from Tables 13 and 16 that are excluded from the definition of Operating Expenses as defined in the Bond Resolution.E-116 Page 4 of 4Table 23City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportSummary of Projected System Cash Flow and Working Capital BalancesLineProjected Fiscal Year Ending September 30, [1]No. Description 2024 2025 2026 2027 2028 2029[10] As shown on Tables 13 and 16, Operating Expenses were projected to increase approximately 4.9% per year on average over the Forecast Period. Based on discussions with City staff, certain adjustments were made to account for future inflation and to recognize increases to expenses resulting from temporary bulk wastewater service to Hillsborough County while recognizing decreases to expenses if the Palm River Service Area is sold to Hillsborough County. SEE PRINCIPAL CONSIDERATIONS AND ASSUMPTIONS BEGINNING ON PAGE __.[11] Amounts derived from Tables 9 and 10, which reflect the projected Connection Fee revenues pledged towards the repayment of existing Annual Debt Service. Projected amounts based on the phased implementation of the adopted Water Connection Fees and future customer growth of approximately 0.5% per year.[12] Amounts derived from Table 22. For the purposes of the debt service coverage calculation, debt service requirements are shown on a "cash basis" with payments due on October 1st recorded in the prior year (as defined in the Bond Resolution), since these payments are sent to the paying agent in advance of the due date.[13] Amounts derived from Table 22. For subordinate lien Debt Service, the amounts were based on the principal and interest payments becoming due in each Fiscal Year. [14] The rate covenant of the Bond Resolution requires that in each Fiscal Year: A) Net Revenues and Connection Fees must equal at least 120% of the Annual Debt Service of the senior lien Bonds; and B) Net Revenues without Connection Fees must equal at least 100% of the Annual Debt Service of the senior lien Bonds and any other required payments. No other required payments under the Bond Resolution were identified for the Forecast Period.[15] Amounts derived based on Net Revenues with Connection Fees divided by senior lien Annual Debt Service.[16] Amounts derived based on Net Revenues without Connection Fees divided by senior lien Annual Debt Service.[17] Amounts derived from Tables 5 and 6 based on the proposed capital plan as provided by the City.[18] Amounts derived from Tables 13 and 16.[19] Amounts derived from Table 22, which reflects an internal payment from the City's Solid Waste Fund.[20] Amounts derived from Table 10, which reflect the difference between current and prior year Wastewater Connection Fees that the City anticipates using to pay a portion of the Annual Debt Service.[21] Net Cash Flow represents the net annual system cash flow after the payment of Annual Debt Service, capital funded from rates, and other transfers. Amounts represent the combined deposits (or uses) to/from the working capital reserve to fund capital projects shown in Tables 9 and 10.A summary of the projected year-ending working capital balances for each fiscal year is shown on Table 11.[22] Amounts based on the projected results derived from Table 11.[23] Amounts highlight the ability of the existing and proposed rates to meet the total senior lien and subordinate lien payments and all required transfers to the General Fund in the form of a PILOT and PILOFF.E-117 Page 1 of 1Table 24 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Projected Water Revenues at Existing Rates Line Historical [1]Projected Fiscal Year Ending September 30, [2] No. Description 2023 2024 2025 2026 2027 2028 2029 WATER SERVICE Residential 1 Residential - Inside Water $44,521,950 $50,159,885 $50,410,686 $50,662,742 $50,916,051 $51,170,626 $51,426,486 2 Residential - Outside Water 16,451,018 18,548,360 18,641,104 18,734,310 18,827,978 18,922,113 19,016,729 3 Sub-total Residential $60,972,967 $68,708,245 $69,051,791 $69,397,052 $69,744,029 $70,092,740 $70,443,216 Apartment 4 Apartment - Inside Water $20,308,189 $22,976,928 $23,091,842 $23,207,408 $23,323,195 $23,439,902 $23,557,095 5 Apartment - Outside Water 20,780,408 23,465,245 23,585,166 23,705,087 23,825,389 23,945,690 24,067,187 6 Sub-total Apartment $41,088,597 $46,442,173 $46,677,008 $46,912,495 $47,148,583 $47,385,592 $47,624,282 Mixed Use 7 Mixed Use - Inside Water $856,300 $973,206 $978,072 $982,962 $987,877 $992,816 $997,780 8 Mixed Use - Outside Water 168,686 192,022 192,982 193,947 194,917 195,892 196,871 9 Sub-total Mixed Use $1,024,986 $1,165,228 $1,171,054 $1,176,909 $1,182,794 $1,188,708 $1,194,651 Commercial 10 Commercial - Inside Water $35,671,837 $39,961,371 $40,160,677 $40,360,559 $40,561,419 $40,764,741 $40,969,360 11 Commercial - Outside Water 24,422,894 27,331,174 27,468,300 27,605,960 27,743,899 27,882,258 28,021,124 12Commercial - Other 0000000 13 Total Commercial $60,094,731 $67,292,545 $67,628,978 $67,966,518 $68,305,318 $68,646,999 $68,990,485 14 TOTAL WATER SERVICE $163,181,281 $183,608,191 $184,528,831 $185,452,975 $186,380,725 $187,314,039 $188,252,634 IRRIGATION SERVICE Residential 15 Residential - Inside Water $180,375 $201,988 $203,008 $204,029 $205,049 $206,070 $207,104 16 Residential - Outside Water 25,108 28,132 28,274 28,416 28,558 28,700 28,842 17 Sub-total Residential $205,483 $230,120 $231,282 $232,445 $233,607 $234,770 $235,946 Apartment 18 Apartment - Inside Water $46,102 $51,629 $51,913 $52,196 $52,479 $52,762 $53,045 19 Apartment - Outside Water 5,122 820 824 828 832 836 840 20 Sub-total Apartment $51,224 $52,449 $52,736 $53,024 $53,311 $53,598 $53,886 Mixed Use 21Mixed Use - Inside Water $0$0$0$0$0$0$0 22Mixed Use - Outside Water 0000000 23 Sub-total Mixed Use $0 $0 $0 $0 $0 $0 $0 Commercial 24 Commercial - Inside Water $1,850,714 $2,073,322 $2,083,694 $2,094,079 $2,104,509 $2,115,018 $2,125,540 25 Commercial - Outside Water 525,201 588,251 591,221 594,268 597,315 600,362 603,408 26Commercial - Other 0000000 27 Total Commercial $2,375,914 $2,661,573 $2,674,916 $2,688,347 $2,701,824 $2,715,380 $2,728,948 28 TOTAL IRRIGATION SERVICE $2,632,621 $2,944,142 $2,958,934 $2,973,816 $2,988,742 $3,003,748 $3,018,779 29 TOTAL WATER SYSTEM $165,813,902 $186,552,333 $187,487,765 $188,426,791 $189,369,467 $190,317,787 $191,271,414 OTHER SYSTEM SALES 30 Irrigation Sales - Reclaimed Water 2,170,370 2,170,370 2,170,370 2,170,370 2,170,370 2,170,370 2,170,370 31 Loss of Revenues - Sale of Palm River Service Area 0 0 (7,383,106) (7,383,106) (7,383,106) (7,383,106) (7,383,106) 32 TOTAL OTHER SYSTEM SALES $2,170,370 $2,170,370 ($5,212,736) ($5,212,736) ($5,212,736) ($5,212,736) ($5,212,736) 33 ADJUSTMENT TO REVENUE MATCH ACTUAL ($184,325) ($207,081) ($200,006) ($201,036) ($202,071) ($203,111) ($204,158) 34 TOTAL WATER REVENUES $167,799,947 $188,515,622 $182,075,024 $183,013,019 $183,954,661 $184,901,940 $185,854,520 Footnotes: [1] Amount based on detailed actual billing records as provided by the City. [2] Amounts based on the existing rates that became effective on and after October 1, 2023, and an average annual customer growth rate of 0.5%. E-118 Page 1 of 1Table 25 City of Tampa, Florida Water and Wastewater Financial Feasibility Report Projected Wastewater Revenues at Existing Rates Line Historical [1]Projected Fiscal Year Ending September 30, [2] No. Description 2023 2024 2025 2026 2027 2028 2029 WASTEWATER SERVICE Residential 1 Residential - Inside Water $31,594,466 $33,549,644 $33,717,391 $33,885,979 $34,055,408 $34,225,686 $34,396,810 2 Residential - Outside Water 5,312,990 5,635,522 5,663,701 5,692,023 5,720,484 5,749,088 5,777,836 3 Total Residential $36,907,455 $39,185,166 $39,381,092 $39,578,002 $39,775,892 $39,974,774 $40,174,647 Non-residential 4 Non-residential - Inside Water $59,722,146 $62,714,874 $63,033,074 $63,352,339 $63,673,218 $63,995,684 $64,319,837 5 Non-residential - Outside Water 37,559,151 39,347,111 39,547,216 39,747,617 39,948,776 40,150,401 40,352,820 6Non-residential - Other 0000000 7 Total Commercial $97,281,297 $102,061,985 $102,580,290 $103,099,956 $103,621,994 $104,146,085 $104,672,656 8 TOTAL WASTEWATER SERVICE $134,188,752 $141,247,151 $141,961,382 $142,677,957 $143,397,885 $144,120,859 $144,847,303 OTHER SYSTEM SALES 9 Temple Terrace $5,396,260 $5,561,245 $5,561,245 $5,561,245 $5,561,245 $5,561,245 $5,561,245 10 Metered Wastewater Surcharges 2,954,193 2,954,193 2,954,193 2,954,193 2,954,193 2,954,193 2,954,193 11 Loss of Revenues - Sale of Palm River Service Area 0 0 (8,265,553) (8,265,553) (8,265,553) (8,265,553) (8,265,553) 12 Add Temporary Hillsborough County Service (75%)0 0 6,000,000 6,000,000 6,000,000 0 0 13 TOTAL OTHER SYSTEM SALES $8,350,453 $8,515,438 $6,249,885 $6,249,885 $6,249,885 $249,885 $249,885 14 ADJUSTMENT TO REVENUE MATCH ACTUAL $4,765,267 $5,006,754 $4,954,891 $4,978,847 $5,002,915 $4,826,498 $4,850,784 15 TOTAL WASTEWATER REVENUES $147,304,472 $154,769,343 $153,166,158 $153,906,689 $154,650,686 $149,197,242 $149,947,972 Footnotes: [1] Amount based on detailed actual billing records as provided by the City. [2] Amounts based on the existing rates that became effective on and after October 1, 2023, and an average annual customer growth rate of 0.5%. E-119 Table 26City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjection of Other Water RevenuesPage 1 of 1CityProposedLine Projected [1] Budget [2] EscalationProjected Fiscal Year Ending September 30,No. Description20242025Reference2026202720282029Other Water Revenues1 Hydrant Rental-City$433,000 $425,000 Constant$425,000 $425,000 $425,000 $425,0002 Sale of Water Fr Hydrants 233,022 98,300 Constant98,300 98,300 98,300 98,3003 Hydrants and Fire Line-Billing626,270 582,000 Constant582,000 582,000 582,000 582,0004 Rental of Meters 173,282 158,000 Constant158,000 158,000 158,000 158,0005 Water Meter Test0200 Constant2002002002006 TBW Pass Through1,555,5540 Input00007 Bad Debt Collections-Water0150,000 Constant150,000 150,000 150,000 150,0008 Mdse Jobbing & Contracting 19,218 13,000 Constant13,000 13,000 13,000 13,0009 Connection Fees-Meters 2,201,264 2,700,000 Constant2,700,000 2,700,000 2,700,000 2,700,00010 Installation Charges-Meters1,149,502 1,060,000 Constant1,060,000 1,060,000 1,060,000 1,060,00011 Connection Fees-Fire Lines343,096524,000 Constant524,000 524,000 524,000 524,00012 Installation Charges-Fire Lines 25,686 2,100 Constant2,1002,1002,1002,10013 Installation Charges-Hydrant12,4080 Constant000014 Water Application Fees 98,390 119,500 Constant119,500 119,500 119,500 119,50015 Inspection Fees-Fire Lines 84,842 94,000 Constant94,000 94,000 94,000 94,00016 Application Fee-Der Permit7,8405,000 Constant5,0005,0005,0005,00017 Charges From Wastewater For Meter Srvc412,000400,000 Constant400,000 400,000 400,000 400,00018 Reclaimed Meter Install Fee 19,750 25,500 Constant25,500 25,500 25,500 25,50019 Reclaimed Water Application Fees 360 500 Constant50050050050020 TBW Facility Acquisition Credit219,828219,828 Constant219,800 219,800 219,800 219,80021 Water Conservation Fines 29,478 18,600 Constant18,600 18,600 18,600 18,60022 Rent-Land/Building Facilities 1,500 0 Constant000023 Rent-Miscellaneous 0 1,600 Constant1,6001,6001,6001,60024 Lease-Comm Tower Agrmnts32,08883,000 Constant83,000 83,000 83,000 83,00025 Lease-Comm Towers-Clear Wireless 108,864 135,000 Constant135,000 135,000 135,000 135,00026 Scrap Metal Sales 51,016 60,000 Constant60,000 60,000 60,000 60,00027 AIC-Meters 6,272 30,000 Constant30,000 30,000 30,000 30,00028 AIC-Fire Lines 0 30,000 Constant30,000 30,000 30,000 30,00029 AIC-Downtown South Tampa Contrib 208,616 [3] 209,619 [3] Input[3] 210,494 211,307 212,431 213,62830 AIC-North Tampa Contributions 1,478,460 [3] 1,485,571 [3] Input[3] 1,491,775 1,497,530 1,505,502 1,513,98431 City Adjustments: 0 0 Input000032 Total Other Water Revenues $9,531,606 $8,630,318 $8,637,369 $8,643,937 $8,653,033 $8,662,713Allocation of Other Water Revenues33 Other Operating Revenues $7,625,572$6,432,528 $6,432,500 $6,432,500 $6,432,500 $6,432,50034Non-operating Revenues1,906,034 2,197,7902,204,869 2,211,437 2,220,533 2,230,21335 Total Other Water Revenues$9,531,606 $8,630,318$8,637,369 $8,643,937 $8,653,033 $8,662,713Footnotes:[1] Amounts based on the City's projected Fiscal Year 2024 results as provided by the City. Amounts were generally held constant over the Forecast Period.[2] Amounts based on the proposed Fiscal Year 2025 Budget as provided by the City. Amounts were generally held constant over the Forecast Period.[3] Amounts based on a customer growth rate of 0.5% per year based on the following estimates:Projected Fiscal Year Ending September 30,202420252026202720282029Northeast Area / Subarea CIAC AreaProjected New Connections - ERCs 77 77 Input77787878Existing Charge per ERC$2,724$2,724 Input$2,724 $2,724 $2,724 $2,724Total AIC Revenues $208,616$209,619 $210,494 $211,307 $212,431 $213,628Downtown and South Tampa CIAC Area - Projected New ConnectionsProjected New Connections - ERCs 689 693 Input695698702706Existing Charge per ERC$2,145$2,145 Input$2,145 $2,145 $2,145 $2,145Total AIC Revenues $1,478,460 $1,485,571 $1,491,775 $1,497,530 $1,505,502 $1,513,984E-120 Table 27City of Tampa, FloridaWater and Wastewater Financial Feasibility ReportProjection of Other Wastewater RevenuesPage 1 of 1CityProposedLineProjected [1] Budget [2] EscalationProjected Fiscal Year Ending September 30,No. Description20242025 Reference 2026202720282029Other Wastewater Revenues1 Pollutant Tax Refund$100,000 $125,000 Constant$125,000 $125,000 $125,000 $125,0002 Motor Fuel Tax Rebate02,800 Constant2,8002,8002,8002,8003 Rental of Meters15,0005,500 Constant5,5005,5005,5005,5004 Service Charge - Wastewater Utility Physical 3,0009,000 Constant9,0009,0009,0009,0005 Sewer Improvement Charges125,000200,000 Constant200,000 200,000 200,000 200,0006 Sewer-Commercial Const Plan Rev & Insp34,00026,000 Constant26,000 26,000 26,000 26,0007 Sewer-Service Request-Commercial64,00044,000 Constant44,000 44,000 44,000 44,0008 Sewer-Service Request-Res W/Line Exten9,00019,000 Constant19,000 19,000 19,000 19,0009 Sewer-Service Request-Remodeling Commerce9,3009,300 Constant9,3009,3009,3009,30010Bad Debt Collections-Sewer10,00050,000Eliminate 000011 Sewer-Service Request-Residential65,00080,000 Constant80,000 80,000 80,000 80,00012 Scrap Metal Sales5,5005,500 Constant5,5005,5005,5005,50013Refunds and Reimbursements085,000Eliminate 000014 Miscellaneous Revenues65,00076,100 Constant76,100 76,100 76,100 76,10015Unassigned Use of Fund Balance26,100 0Constant 000016 AIC-Proprietary Funds660,0000 Constant000017 Proprietary - Capital Contributions0810,000 Constant810,000 810,000 810,000 810,00018City Adjustments:0 0Input 000019 Total Other Wastewater Revenues$1,190,900 $1,547,200$1,412,200 $1,412,200 $1,412,200 $1,412,200Allocation of Other Wastewater Revenues20 Other Operating Revenues$334,300 $442,800$392,800 $392,800 $392,800 $392,80021 Non-operating Revenues856,600 1,104,4001,019,400 1,019,400 1,019,400 1,019,40022 Total Other Wastewater Revenues$1,190,900 $1,547,200$1,412,200 $1,412,200 $1,412,200 $1,412,200Footnotes:[1] Amounts based on the projected Fiscal Year 2024 results as provided by the City. Amounts were generally held constant over the Forecast Period.[2] Amounts based on the proposed Fiscal Year 2025 Budget as provided by the City. Amounts were generally held constant over the Forecast Period.E-121 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX F FORM OF BOND COUNSEL OPINION [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX F FORM OF OPINION OF NABORS, GIBLIN & NICKERSON, P.A., WITH RESPECT TO THE SERIES 2024 BONDS Upon delivery of the Series 2024 Bonds in definitive form, Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, proposes to render its opinion with respect to such Series 2024 Bonds in substantially the following form: (Date of Delivery) Honorable Mayor and Members of the City Council of the City of Tampa, Florida Tampa, Florida Mayor and Council Members: We have examined a record of proceedings relating to the issuance of $231,030,000 City of Tampa, Florida Water and Wastewater Systems Revenue Bonds, Series 2024 (the "Series 2024 Bonds"). The Series 2024 Bonds are issued under the authority of the laws of the State of Florida (the "State"), including the Florida Constitution, Chapter 166, Florida Statutes, the Charter of the City of Tampa, Florida (the "City"), and other applicable provisions of law, and pursuant to Resolution No. 2011-609 adopted by the City Council of the City (the "City Council") on August 18, 2011, as supplemented, particularly as supplemented by Resolution No. 2024-822 adopted by the City Council on September 5, 2024 (collectively, the "Resolution"). The Series 2024 Bonds are dated and shall bear interest from their date of delivery, except as otherwise provided in the Resolution. The Series 2024 Bonds will mature on the dates and in the principal amounts and will bear interest at the respective rates per annum, as provided in the Resolution and set forth in the Bond Purchase Agreement executed in connection with the sale of the Series 2024 Bonds (the "Purchase Agreement"). Interest on the Series 2024 Bonds shall be payable on each April 1 and October 1, commencing on April 1, 2025. The Series 2024 Bonds are subject to redemption prior to maturity in accordance with the terms of the Resolution and as set forth in the Purchase Agreement. The Series 2024 Bonds are issued for the purpose of financing and/or reimbursing the costs of certain capital improvements to the System (as defined in the Resolution), as F-1 Honorable Mayor and Members (Date of Delivery) of the City Council of the City of Tampa, Florida Page 2 more particularly described in the Resolution, and paying costs of issuance with respect to the Series 2024 Bonds. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Resolution and in the certified proceedings relating thereto and to the issuance of the Series 2024 Bonds and other certifications of public officials furnished to us in connection therewith without undertaking to verify the same by independent investigation. Furthermore, we have assumed continuing compliance with the covenants and agreements contained in the Resolution. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates, representations and opinions relating to the Series 2024 Bonds, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based on the foregoing, under existing law, we are of the opinion that: 1. The City is a duly created and validly existing municipal corporation of the State. 2. The City has the right and power under the Constitution and laws of the State to adopt the Resolution, and the Resolution has been duly and lawfully adopted by the City, is in full force and effect in accordance with its terms and is valid and binding upon the City and enforceable in accordance with its terms, and no other authorization for the Resolution is required. The Resolution creates the valid pledge which it purports to create of the Pledged Funds (as defined in the Resolution), subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. 3. The City is duly authorized and entitled to issue the Series 2024 Bonds and the Series 2024 Bonds have been duly and validly authorized and issued by the City in accordance with the Constitution and laws of the State and the Resolution. The Series 2024 Bonds constitute valid and binding obligations of the City as provided in the Resolution, are enforceable in accordance with their terms and the terms of the Resolution and are entitled to the benefits of the Resolution and the laws pursuant to which they are issued. The Series 2024 Bonds shall be issued on parity under the Resolution with certain other Bonds (as defined in the Resolution) that are outstanding under the Resolution, to the extent F-2 Honorable Mayor and Members (Date of Delivery) of the City Council of the City of Tampa, Florida Page 3 and except as provided in the Resolution. The Series 2024 Bonds do not constitute a general indebtedness of the City or the State or any agency, department or political subdivision thereof, or a pledge of the faith and credit of such entities but are solely payable from the Pledged Funds in the manner and to the extent provided in the Resolution. No holder of the Series 2024 Bonds shall ever have the right to compel the exercise of any ad valorem taxing power of the City or the State or any political subdivision, agency or department thereof to pay the Series 2024 Bonds. 4. Under existing statutes, regulations, rulings and court decisions, the interest on the Series 2024 Bonds (a) is excluded from gross income for federal income tax purposes, and (b) is not an item of tax preference for purposes of the federal alternative minimum tax; provided, however, with respect to certain corporations, interest on the Series 2024 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. The opinions set forth in this paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Series 2024 Bonds in order that interest thereon be (or continues to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Series 2024 Bonds to be so included in gross income retroactive to the date of issuance of the Series 2024 Bonds. The City has covenanted in the Resolution to comply with all such requirements. Ownership of the Series 2024 Bonds may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Series 2024 Bonds. It should be noted that except as may expressly be set forth in an opinion delivered by us to the underwriters for the Series 2024 Bonds (on which opinion only they may rely) on the date hereof, we have not been engaged or undertaken to review the (1) accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Series 2024 Bonds and we express no opinion relating thereto, or (2) compliance with any federal or state law with regard to the sale or distribution of the Series 2024 Bonds and we express no opinion relating thereto. The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution and the Series 2024 Bonds may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. F-3 Honorable Mayor and Members (Date of Delivery) of the City Council of the City of Tampa, Florida Page 4 The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State and the federal income tax laws of the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We have examined the forms of the Series 2024 Bonds and, in our opinion, the forms of the Series 2024 Bonds are regular and proper. Respectfully submitted, F-4 APPENDIX G FORM OF CONTINUING DISCLOSURE CERTIFICATE [THIS PAGE INTENTIONALLY LEFT BLANK] G-1 APPENDIX G FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by City of Tampa, Florida (the "Issuer") in connection with the issuance of its $231,030,000 Water and Wastewater Systems Revenue Bonds, Series 2024 (the "2024 Bonds"). The 2024 Bonds are being issued pursuant to Resolution No. 88-1435, adopted by the City Council on August 4, 1988, as amended and supplemented, and as particularly amended and restated in its entirety by Resolution No. 2011-609 adopted by the City Council on August 18, 2011, as may be amended and supplemented from time to time, and as particularly supplemented by a resolution adopted by the City Council on September 5, 2024 (collectively, the "Bond Resolution"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the 2024 Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule (defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Bond Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any 2024 Bonds (including persons holding 2024 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any 2024 Bonds for federal income tax purposes. "Dissemination Agent" shall mean initially, Digital Assurance Certification LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. G-2 "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the 2024 Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the 2024 Bonds required to comply with the Rule in connection with offering of the 2024 Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each April 30th, commencing April 30, 2025 with respect to the report for the 2024 fiscal year, provide to any Repository in the electronic format as required and deemed acceptable by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days G-3 prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Certificate, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to immediately send a notice to the Repository in substantially the form attached as Exhibit A, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository to which it was provided; and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated October 2, 2024 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) updates of historical financial information and operating data set forth in the following tables contained in the Official Statement under the captions (i) Ten Largest Customers of the Water System; (ii) Ten Largest Customers of the Wastewater System; (iii) Comparison of Monthly Water and Wastewater Service; and (iv) Historical Coverage of Debt Service by Water and Wastewater Systems Revenues. G-4 The information provided under Section 4(b) may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet website or filed with the Securities and Exchange Commission. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2024 Bonds. Such notice shall be given in a timely manner not in excess of ten (10) business days after the occurrence of the event, with the exception of the event described in number 17 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the 2024 Bonds, or other material events affecting the tax status of the 2024 Bonds; 7. modifications to rights of the holders of the 2024 Bonds, if material; 8. the 2024 Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the 2024 Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; G-5 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material; 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties; and 17. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2024 Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the 2024 Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. G-6 The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the 2024 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the 2024 Bonds in the same manner as provided in the Bond Resolution for amendments to the Bond Resolution, as the case may be, with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the 2024 Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. G-7 SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the 2024 Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the 2024 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Bond Resolution. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate. The Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the 2024 Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer’s failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Certificate. The Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the 2024 Bonds. (b) The Dissemination Agent may, from time to time, consult with legal counsel (either in- house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Certificate shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. [Remainder of page intentionally left blank] G-8 SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the 2024 Bonds, and shall create no rights in any other person or entity. Dated as of October 17, 2024 CITY OF TAMPA, FLORIDA By: Mayor ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., as Dissemination Agent By: Name: Title: G-9 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Issuer: Name of Bond Issue: Date of Issuance: Date of Disclosure Certificate: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate between the Issuer and Digital Assurance Certification, L.L.C., as Dissemination Agent. [The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by______________]. Dated:_____________________________ Digital Assurance Certification, L.L.C., as Dissemination Agent, on behalf of the Issuer cc: G-10 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer’s and/or Other Obligated Person’s Name: ____________________________________________________________________________________________ Issuer’s Six-Digit CUSIP Number: ____________________________________________________________________________________________ ____________________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the bonds to which this event notice relates: ____________________________________________________________________________________________ Number of pages attached: _____ ____ Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non-Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;" 7. "Modifications to rights of securities holders, if material;" 8. "Bond calls, if material, and tender offers;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the Bonds, if material;" 11. "Rating changes;" 12. "An Event of Bankruptcy or similar event of an Obligated Person;" 13. "The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;" 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material." 15. "Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;" and 16. "Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties." ____ Failure to provide annual financial information as required. G-11 I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: ____________________________________________________________________________________________ Name: ____________________________________ Title: ____________________________________________ Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, Florida 32801 407-515-1100 Date: [THIS PAGE INTENTIONALLY LEFT BLANK] CITY OF TAMPA, FLORIDA • WATeR AnD WAsTeWATeR sYsTeMs Revenue BOnDs, seRIes 2024 ________________________________________________________________ Proposal to Provide Bond and Disclosure Counsel Services to the City of Clearwater APPENDIX C Proposed Form of Contract 1 PROFESSIONAL SERVICES RETAINER AGREEMENT THIS AGREEMENT made this 31st day of January, 2025, by and between the CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA (the "City"), P.O. Box 4748, Clearwater, Florida 33758-4748, and the law firm of BRYANT MILLER OLIVE P.A., TAMPA, FLORIDA (the "Firm"), 400 N Tampa Street, Suite 1600, Tampa, Florida 33602-4723. WITNESSETH: WHEREAS, the City wishes to retain a law firm to serve as Bond Counsel and Disclosure Counsel to the City in connection with various bond issues and other matters for five (5) years; and WHEREAS, pursuant to the City’s request for proposals, the Firm has been selected to provide the desired services on terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein contained, the parties do hereby agree as follows: SECTION 1. AUTHORIZATION TO PROCEED AS BOND COUNSEL AND DISCLOSURE COUNSEL. The Firm is hereby authorized to provide Bond Counsel and Disclosure Counsel services as described in this Agreement and for the professional fees described in this Agreement. SECTION 2. TERM. This Agreement will be effective for five (5) years from the date of execution. SECTION 3. PROFESSIONAL SERVICES. The Firm hereby agrees to provide its professional services and facilities in connection with all bond issuance and other debt activities of the City subject to the conditions and in consideration of the payment of fees set forth herein. The Firm, in its role as Bond Counsel agrees, at the request of the City, to: (A) Review proposed financing programs as to the legal feasibility, compliance with applicable law and pending or proposed revision to the law, including U.S. Treasury regulations. (B) Advise as to structuring procedures, required approvals and filings, schedule of events for timely issuance, potential cost-saving techniques and other legal matters relative to issuance of the debt instrument(s). (C) Attend meetings with City Staff and officials, the City’s financial advisor, underwriters, rating agencies and others as appropriate for development or sale of bonds or dissemination of information in connection therewith. (D) Prepare bond ordinances or resolutions and any amendments thereto in order to authorize the issuance of the bonds. 2 (E) Prepare any trust indenture; escrow deposit agreement; registrar or paying agent agreement; and any other agreements of similar documents necessary, related or incidental to the financing. (F) Prepare all pleadings (e.g. complaint, notice of service, proposed answer, memorandum of law, proposed order, etc.) and, as requested by the City Attorney, assist in or conduct the validation hearing. (G) Review the transcript of all proceedings in connection with the foregoing and indicate any necessary corrective action. (H) If sale is by competitive bid, assist in preparation of the bid documents, notice of sale, evaluation of bids and any other documentation or action necessary to conduct a sale of the bonds in that manner. (I) Review all disclosure documents prepared or authorized by the City insofar as such documents describe the bonds and summarize the underlying documents. However, the Bond Counsel assumes no responsibility for the disclosure documents insofar as such documents describe the financial circumstances of the offering or any other statistical projections or data and the Bond Counsel assumes no responsibility for preparing "Blue Sky Memorandums," registering obligations of the City in any State or for preparing legal investment surveys. (J) Prepare, obtain, deliver and file all closing papers necessary in connection with the sale and issuance of the bonds, including, but not limited to, certified copies of all minutes, ordinances, resolutions and orders; certificates such as officers, seal, incumbency, signature, no prior pledge, arbitrage and others; and verifications, consents and opinions from accountants, engineers, special consultants and attorneys. (K) Review all underwriting proposals, prepare all closing documents and attend and assist in the closing. Render an opinion in written form at the time the bonds are delivered, which opinion will cover (1) the legality of the bonds and the proceedings by which they are issued and (2) the exemption from gross income for federal income tax purposes of the interest paid on the bonds. The Firm, in its role as Disclosure Counsel, agrees, at the request of the City, to: (A) Prepare, with the assistance of City staff and relevant consultants, all disclosure documents at the request of the City (however, the Firm shall assume no responsibility for accuracy or completeness of financial and operating information or any other statistics, projections or data); (B) perform due diligence with regard to City financings; (C) advise the City with respect to its responsibilities under applicable federal and state securities law and assist the City in the complying with applicable federal and state securities laws; 3 (D) subject to completion of proceedings to the Firm’s satisfaction, render appropriate opinions to the City pertaining to disclosure and provide a reliance letter to the City’s underwriters, if requested; (E) prepare the Continuing Disclosure Certificate or Dissemination Agent Agreement providing a continuing disclosure undertaking by the City in order to assist the underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 or its successor in function; (F) prepare the competitive sale documents and/or bond purchase agreement on behalf of the City, if required; and (G) when requested, the Firm will also prepare or review secondary market disclosure submissions. SECTION 4. PROFESSIONAL FEES FOR PROFESSIONAL SERVICES. The City and the Firm agree to the fees proposed in its Proposal for Bond and Disclosure Counsel Services dated January 31, 2025. SECTION 5. ANCILLARY SERVICES. In addition to being asked to perform typical Bond Counsel and Disclosure Counsel services in connection with various issues of the City as noted, above, the Firm agrees to provide certain ancillary services, such as ongoing consultation with the City on routine matters, i.e., phone conversations, short correspondence and simple advice on proposed or closed transactions without additional cost. Other services can be provided as Bond Counsel and Disclosure Counsel such as (but not limited to) bond validation proceedings, preparation of legislation, preparation of ruling requests to the Internal Revenue Service ("IRS") for rulings required in particular financing, assisting the City in responding to an audit request from the IRS, seeking no action letters from the Securities and Exchange Commission and post-issuance compliance, including disclosure compliance services, at the request of the City shall be performed at an hourly rate as described in the Response to Request for Bond and Disclosure Counsel Services dated January 25, 2025. SECTION 6. COMPENSABLE EXPENSES. Reimbursement of expenses shall be made by the City to the Firm for reasonable out-of-pocket expenses without markup including but not limited to long distance calls and facsimile transmissions, copying or reproducing documents, postage, court costs, parking costs and travel incurred by the Firm in performance of the duties hereunder. Travel and per diem costs as well as auto travel expenses shall not exceed that which is available to City of Clearwater employees. SECTION 7. INDEMNIFICATION AND INSURANCE. The Firm agrees, through the provision of professional liability insurance and similar coverages, to protect, defend and indemnify the City and its officers, employees and agents from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character caused by any alleged negligent act or omission of the Firm, its employees, agents and subcontractors in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under this Agreement, the Firm shall procure and maintain during the life of this Agreement professional 4 liability insurance in an amount in excess of $2,000,000. This provision shall survive the termination of this Agreement. SECTION 8. CONFLICT OF INTEREST. It is understood by the City and the Firm that the Firm is not aware of any clients of the Firm that currently present any conflict between the interest of the City and other clients of the Firm. If any potential conflict of interest arises during the time the Firm is representing the City, the Firm will promptly inform the City. The City is under no obligation to agree to permit the conflict representation. The rules regulating The Florida Bar provide that common representation of multiple parties is permissible where the clients are generally aligned in interest, even though there is some difference in interest among them. The Firm has disclosed to the City that the Firm has, currently does and may in the future, serve as bond or disclosure counsel to other local governments, act as underwriters' counsel and represent lending institutions on public finance matters inside and outside the State of Florida. From time to time, the Firm may represent financial institutions which may underwrite the City's bonds, notes or other obligations (and other financial institutions hired by the City) on financings for other governmental entities on unrelated matters. In all such cases, such representations are standard and customary within the industry and the Firm can effectively represent the City and the discharge of the Firm’s professional responsibilities to the City will not be prejudiced as a result, either because such engagements will be sufficiently different or because the potential for such prejudice is remote and minor and outweighed by consideration that it is unlikely that advice given to the other client will be relevant in any respect to the subject matter, and the City expressly consents to such other representations consistent with the circumstances herein described. The Firm’s representation on unrelated matters is not likely to create or cause any actual conflict, and such service will not be per se construed as a conflict or be objectionable to the City. The Firm understands that the City reserves the right to identify a representation that it finds objectionable in the future, in which case both parties agree to take appropriate steps to resolve the issue. Should any potential conflict arise in the future, the Firm would immediately disclose the facts to the City including the party with which there might be a conflict, the nature of the potential conflict, and the means of resolving such potential conflict, including but not limited to obtaining written conflict waivers from both parties and/or resignation of the representation or representations which is/are causing the conflict, if desired. SECTION 9. CONSTRUCTION AND AMENDMENTS. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may be amended only by a writing duly entered into by the City and the Firm. SECTION 10. CANCELLATION OF AGREEMENT. The City may cancel or terminate this Agreement upon thirty days advance written notice to the Firm. In the event of cancellation, the Firm shall immediately cease work hereunder and shall be reimbursed for eligible and documented reimbursable expenses incurred prior to the date of cancellation. 5 IN WITNESS WHEREOF, the City and the Firm have executed this Agreement as of the date first written above. Countersigned: CITY OF CLEARWATER, FLORIDA By: By: Jennifer Poirrier Bruce Rector City Manager Mayor Approved as to form and Attest: legal sufficiency: By: By: David Margolis Rosemarie Call City Attorney City Clerk Witnesses: BRYANT MILLER OLIVE P.A. By: By: Duane D. Draper Shareholder www.bmolaw.com Atlanta | Jacksonville | Miami | Orlando | Tallahassee | Tampa | Washington, D.C. PROPOSAL SUBMISSION AND FORMAT - Submit one (1) electronic copy on a thumb drive in .pdf format. Please create tabs or an index that follows the criteria described in this proposal. Table of Contents: Identify contents by tab and page number TAB 1 - Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information: A. The proposer’s understanding of the work to be performed. B. A positive commitment to perform services for the duration of this engagement. The duration of the engagement will be five (5) years or, if a bond issuance is actively in progress at the conclusion of the five (5) year period, then the agreement shall continue through final issue and documentation. C. Any prospect law firm should make an affirmative statement in its proposals to the effect that, to its knowledge, its retention would not result in a conflict of interest with any party. Alternatively, should any potential conflict exist, the prospective firm’s proposal should specify the party with which there might be a conflict, the nature of the potential conflict, and the means proposed to resolve such conflict. D. A general description of the firm’s size, resources, history, and current local government clients in the Tampa Bay region. TAB 2 - Qualifications. (Abilities, Experience and Expertise) The following information should be included: A. A statement of qualifications, abilities, experience and expertise in providing the requested services. i. Describe your firm’s experience in serving as bond counsel and disclosure counsel to local governmental units, particularly focusing on those individuals who the firm intends to assign to the City of Clearwater. ii. Provide a synopsis of bond-related litigation experience, e.g. contested bond validations. iii. Indicate the capability and willingness of your firm to hold harmless, indemnify and defend the City for losses, costs and expense arising from liability claims resulting from alleged negligence of your firm, its officers, employees and subcontractors; describe the liability coverage carried by your firm. iv. Please describe at least one example of an innovative or creative strategy used by the firm in a prior bond issuance. B. Please list and identify the personnel to be assigned to the City engagement, including both primary and back-up personnel. i. Please include resumes for each member of the team who will be assigned to the City’s engagement. ii. Please provide at least two samples of official statements that later formed the basis for bond issuances by local government in Florida. TAB 3 – References. Provide a minimum of three (3) references, preferably clients within the State of Florida, for whom you have provided similar services. Include the name of entity, contact person’s names, phone numbers, e-mail addresses, type of service provided, dates these services were provided, including the dollar amount of the issues or other financing. TAB 4 - Contract and Compensation. A. Furnish a proposed contract including fee proposal. Describe the firm’s proposed fee schedule for the proposed services and for various alternative financing methods. Provide separate fee schedules for bond counsel versus disclosure counsel services. The City intends to award both services to a single firm; however, the City reserves the right to assign these services to separate or different firms if the City deems it prudent to do so. Indicate the impact on the fee structure of a competitive sale versus a negotiated sale. B. Consulting services may be requested in situations that do not involve a debt issue. Provide a listing of any and all additional charges (i.e. hourly rates) not included in fee proposals. C. Indicate your firm’s policy regarding out-of-pocket and/or indirect cost expenses; if your firm proposes reimbursement from the City, itemize the types of expense and basis of billing for each. TAB 5 - Other Forms. The following forms should be completed and signed: A. Exceptions, Additional Materials, Addenda form B. Vendor Information form C. Offer Certification form D. W-9 Form. All responses should include a fully completed, most current W-9 form. Failure to include the W-9 will not disqualify your bid. (http://www.irs.gov/pub/irs-pdf/fw9.pdf) Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0318 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: City Attorney Agenda Number: 10.2 SUBJECT/RECOMMENDATION: Adopt Ordinance 9805-25 on second reading, amending the Community Development Code to establish standards for artificial turf, require landscaped areas in front yards for residentially zoned properties, and make other associated updates. (TA2024-07002) SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: STRATEGIC PRIORITY: Page 1 City of Clearwater Printed on 4/8/2025 1 Ordinance 9805-25 ORDINANCE NO. 9805-25 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA MAKING AMENDMENTS TO THE COMMUNITY DEVELOPMENT CODE BY AMENDING ARTICLE 3. DEVELOPMENT STANDARDS, DIVISION 12. LANDSCAPING/TREE PROTECTION, DIVISION 14. PARKING AND LOADING, AND DIVISION 15. PROPERTY MAINTENANCE STANDARDS; BY AMENDING ARTICLE 8. DEFINITIONS AND RULES OF CONSTRUCTION, SECTION 8-102. DEFINITIONS; BY AMENDING APPENDIX A, SCHEDULE OF FEES, RATES, AND CHARGES, SECTION V. BUILDING AND BUILDING REGULATIONS; BY AMENDING APPENDIX B, US 19 ZONING DISTRICT AND DEVELOPMENT STANDARDS, DIVISION 5. SITE DESIGN STANDARDS; CERTIFYING CONSISTENCY WITH THE CITY’S COMPREHENSIVE PLAN AND PROPER ADVERTISEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater (the “City”) adopted the Community Development Code (the “Code”) on January 21, 1999 which was effective on March 8, 1999; and WHEREAS, the City has made numerous amendments to the Community Development Code to account for changing conditions within the City; and WHEREAS, the City finds that, due to concerns about water consumption by natural turf, and due to the availability of improved artificial turf products which simulate the appearance of natural turf while providing for water permeability, the use of artificial turf has become more common throughout the State of Florida and property owners now wish to install artificial turf; and WHEREAS, the City recognizes that while artificial turf is not an equal substitute for natural turf and groundcover, it may provide benefits in certain applications; and WHEREAS, the City desires to amend the Community Development Code to allow the use of artificial turf in certain applications, under limited conditions, and provide minimum standards for location, design standards, permitting, installation, inspection, and maintenance; and WHEREAS, the installation of artificial turf on any property not designated for parks or athletic fields is currently prohibited by the Community Development Code; and WHEREAS, any property that is not designated as a park or athletic field and has already installed artificial turf has done so in violation of the Code; and WHEREAS, artificial turf has been installed on various properties throughout the city inconsistent with the Code’s requirement of live landscaping; and WHEREAS it is difficult to document the extent of such installations as many may be in rear yards; and 2 Ordinance 9805-25 WHEREAS the City desires to provide very clear regulations for artificial turf; and WHEREAS, properties are obligated to comply with Impervious Surface Ratio (ISR) requirements established in Clearwater 2045, the city’s Comprehensive Plan; and WHEREAS, trees are a valuable asset and increase the economic and aesthetic value of residential and commercial properties; and WHEREAS, proper tree protection is necessary to ensure the longevity and overall health of trees; and WHEREAS, there is a desire to accommodate the use of artificial turf, it should also be balanced with live plant materials to maintain community standards and address environmental concerns; and WHEREAS, the City desires to create a residential landscaped area requirement to ensure living plant materials are incorporated into landscaped areas on residential properties; and WHEREAS, the City desires to amend the Community Development Code to provide clarification regarding the use of organic mulch; and WHEREAS, the City has determined that these amendments to the Community Development Code promote and support the public health, safety, morals, and welfare, of the City’s residents; and WHEREAS, the City desires for the Community Development Code to function effectively and equitably throughout the City; and WHEREAS, at a duly noticed public meeting the Clearwater Community Development Board, pursuant to its responsibilities as the Local Planning Agency, has reviewed this amendment, conducted a public hearing, considered all public testimony and has determined this amendment is consistent with the City of Clearwater’s Comprehensive Plan and recommended that the City Council adopt this amendment; and WHEREAS, the City Council has fully considered the recommendation of the Community Development Board and testimony and evidence submitted at its public hearing; now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Article 3, Development Standards, Division 12. Landscaping/Tree Protection, of the Community Development code is hereby amended as follows: 3 Ordinance 9805-25 DIVISION 12. LANDSCAPING/TREE PROTECTION/ARTIFICIAL TURF Section 3-1201. Purpose. It is the purpose of this division to establish minimum landscaping/tree protection standards in order to promote the preservation of existing tree canopies, to promote the expansion of that canopy and to promote the enhancement of the quality of existing and future development in the city. This division also establishes parameters for the use of artificial turf. Section 3-1202. - General landscaping standards. A. Applicability. 1. In general. All new landscaped areas shall be constructed in accordance with the standards in this division. 2. New uses. Any landscaped area serving a new use or a change of use shall satisfy the standards of this division. 3. Existing developed lots. Existing lots not meeting the requirements contained in this division shall be brought into full compliance to the greatest extent practicable as determined by the Community Development Coordinator under one or more of the following conditions: a. If an existing use except those uses identified in d. below is improved or remodeled in a value of 25 percent or more of the total assessed valuation of the principal structure as reflected on the property appraiser's current records at the time of application or as established by a qualified independent appraiser using a recognized appraisal method. b. If an amendment, other than a minor amendment, is required to an existing approved site plan. c. If a parking lot requires additional landscaping pursuant to the provisions of Article 3 Division 14. d. If a single-family detached dwelling and two-family attached dwelling property not meeting the requirements contained in Section 3-1205.D.2 proposes an addition to the principal structure or new accessory structure exceeding 200 square feet, that lot shall be brought into full compliance with the tree requirements as established in that section. 4. Residential Landscaped Area Requirement. Any residential property that meets one of the below scenarios shall set aside a minimum of 25% of the gross land area of the front yard for landscaped areas, which shall contain living plant materials. 1. New construction of detached or attached dwellings on property within a residential zoning district. 2. Improvements within the front yard of a property within a residential zoning district that is developed with detached or attached dwellings. 4 Ordinance 9805-25 3. Any property proposing a new installation or repair/replacement of artificial turf in the front yard. B. Plant material specifications. Except as provided in subsection (6) below, plant materials which are utilized to satisfy the landscaping required by this development code shall comply with the following minimum standards: 1. Minimum plant material standards: PLANT SIZE (at installation) OTHER REQUIREMENTS Shade Tree 10' height 2.5" caliper All materials shall be Florida Grade #1 and be planted a minimum of five feet from any impervious area. Accent Tree 8' height 2" caliper 2 accent trees = 1 shade tree; unless overhead lines are unavoidable; no more than 25% of required trees may be accent trees. All materials shall be Florida Grade #1. Palm Tree 10' clear trunk Can be used to satisfy 75% of tree requirements on Beach, Sand Key & Island Estates, 25% elsewhere in the City. Staggered clusters of 3 palm trees = 1 shade tree, except for specimen palm trees such as: phoenix canariensis (canary island date palm), phoenix dactylifera (edible date palm) and phoenix reclinata (senegal date palm), which count as shade trees on a 1:1 ratio. All materials shall be Florida Grade #1. Shrubs A.) 18—24" in height when used in a perimeter buffer - planted every 36", (measured from the center of the shrub) providing a 100% continuous hedge which will be 36", high and 80% opaque 12 months from the time a certificate of occupancy is received (excluding drives and visibility triangles where applicable) B.) 14—24" in height when used for interior - planted every 30"—36", respectively (measured from the center of the shrub) with a 3 gallon minimum 5 Ordinance 9805-25 * * * * * * * * * * 2. Exceptions. a. Single-family detached and two-family attached dwellings. The above size requirements with regard to shade trees and accent trees shall not be applied to single- family detached dwellings and two-family attached dwellings. For those uses shade trees shall have minimum height of eight feet and minimum caliper of two inches, and accent trees shall have minimum height of six feet and minimum caliper of one inch. b. Parks and athletic fields. Artificial turf may be used in lieu of plant materials in parks and athletic fields. 3. Organic mulch may be used as an integral, but minor, element of a landscaping plan as determined by the Community Development Coordinator. * * * * * * * * * * C. Irrigation. * * * * * * * * * * 9. Natural Tturf grass areas shall be irrigated on separate irrigation zones from tree, shrub and groundcover beds. 10. Retained trees, shrubs and native plant communities shall not be required to be irrigated, unless directed to do so by the cCommunity dDevelopment cCoordinator. D. Perimeter buffers. Except in the dDowntown or tTourist dDistricts, excluding the Old Florida District where landscaping requirements are defined in Beach By Design: A Preliminary Design for Clearwater Beach and Design Guidelines, or in designated scenic corridors with approved special plans, landscaping shall be installed in a perimeter buffer in accordance with the standards in this division and the following table: PLANT SIZE (at installation) OTHER REQUIREMENTS Ground Cover 1 gallon minimum - planted a maximum of 24" O.C. Encouraged in lieu of natural turf to reduce irrigation needs. Natural Turf N/A Natural Tturf areas should be consolidated and limited to areas of pedestrian traffic, recreation and erosion control, and shall be a drought tolerant species. 6 Ordinance 9805-25 1. Perimeter landscaping requirements: * * * * * * * * * * 7. The use of artificial turf in required perimeter buffers is prohibited. E. Interior landscaping. * * * * * * * * * * 2. Parking lots. If the paved vehicular use area is greater than 4,000 square feet, then landscaping for the interior of parking lots shall be provided in accordance with the following: a. Required interior islands. ADJACENT USE Detached Dwellings Attached Dwellings or Residential Equivalent Non- Residential Arterial or Collector Rights-of- Way Local Rights- of-Way PROPOSED USE Non- Residential Min. 10' wide buffer Min. 10' wide buffer Min. 5' wide buffer Min. 15' wide buffer Min. 10' wide buffer 1 Tree / 35' 100% Shrubs (6' high within 3 years) 100% Shrubs Attached Dwellings or Residential Equivalent Min. 10' wide buffer Min. 10' wide buffer Min. 10' wide buffer Min. 15' wide buffer Min. 10' wide buffer 1 Tree / 35' 100% Shrubs (6' high within 3 years) 100% Shrubs 7 Ordinance 9805-25 1. 10 percent of gross vehicular use area or 12 percent of gross vehicular area if parking spaces are greater than or equal to 110 percent of required parking shall be provided in an island. 2. Interior islands shall be incorporated into parking lot designs so that no more than 20 parking spaces are provided in a row. 3. Interior islands incorporating bioswales shall not be required to provide curbing; however: 7. If curbing is provided, then breaks shall be incorporated that would allow water to enter the bioswales within the interior islands. 8. If curbing is not provided, then a two-foot-wide gravel rock buffer shall be constructed between the edge of the pavement and the bioswale. 4. Depth of interior islands. All interior landscape islands shall have a minimum depth that is consistent with the depth of the adjacent off-street parking space. 5. Width of interior islands. All interior landscape islands shall have a minimum width of 17 feet as measured from back of curb to back of curb. 6. Required trees/plants. i. A minimum of one shade tree, or accent/palm equivalent, shall be provided in each interior landscape island. ii. One shade tree, or accent/palm equivalent, shall be provided per 300 square feet of required greenspace. iii. Shrubs shall be provided in an amount to equal or exceed 50 percent of the required greenspace. iv. Groundcover shall be utilized for required greenspace in-lieu of natural turf. v. The use of artificial turf in interior landscaped islands is prohibited. 7. Plantings associated with community gardens cannot be counted toward meeting the interior island requirements. b. Central landscape island. * * * * * * * * * * 3. Required trees/plants. i. One shade tree, or accent/palm equivalent, shall be provided per 300 square feet of island area. ii. Shrubs shall be provided in an amount to equal or exceed 50 percent of the required greenspace. iii. Groundcover shall be utilized for required greenspace in-lieu of natural turf. iv. The use of artificial turf in central landscaped islands is prohibited. * * * * * * * * * * 8 Ordinance 9805-25 Section 3-1203. - Scenic corridors. A. Purpose. The purpose of designating primary and secondary scenic corridors is to establish areas in the city which have particular significance, in terms of tourism, economic development or community character, and which therefore should have enhanced and differentiated landscaping requirements. It is anticipated that specific corridor plans will be approved by the city commission for each corridor and that when such plans are adopted, they shall constitute the requirements for landscaping along these corridors. B. Primary corridors. 1. Bayshore Boulevard 2. Belcher Road 3. Causeway Boulevard 4. Chestnut Street 5. Cleveland Street 6. Coronado Drive 7. Court Street 8. Courtney Campbell Causeway 9. Druid Road 10. East Shore Drive 11. Fort Harrison Avenue 12. Gulf Boulevard 13. Gulf to Bay Boulevard 14. Gulfview Boulevard 15. Hamden Drive 16. Mandalay Avenue 17. Marianne Street 18. McMullen-Booth Road 19. Memorial Causeway 20. Missouri Avenue 21. Pierce Boulevard 22. Poinsetta Street 23. State Road 580 24. U.S. 19 C. Secondary corridors. 1. Bayshore Drive 2. Belleair Road 3. Countryside Boulevard 4. Curlew Road 5. Drew Street 6. East Avenue 9 Ordinance 9805-25 7. Edgewater Drive 8. Enterprise Road 9. Hampton Road 10. Hercules Avenue 11. Highland Avenue 12. Keene Road 13. Lakeview Road 14. Landmark Drive 15. Myrtle Avenue 16. Northeast Coachman Road 17. Nursery Road 18. Old Coachman Road 19. State Road 590 20. Sunset Point Road Section 3-1203. – Artificial Turf. A. General standards. 1. The use of artificial turf is permitted on all properties upon approval of a building permit and must meet and maintain compliance with the provisions of this Section. 2. For properties in residential zoning districts, artificial turf shall not be counted towards the minimum required landscaped areas. 3. The use of indoor or outdoor plastic or nylon carpeting as a replacement for artificial turf or natural turf on the ground shall be prohibited. 4. Artificial turf may be used in lieu of plant materials required in Section 3-1202.B for Parks and Recreation Facilities and athletic fields. B. Location standards. 1. Artificial turf may be installed on approved concrete patios, porches, and rooftop patios or decks without a permit. 2. Artificial turf may not be installed in a right-of-way unless otherwise approved by the City Engineer. If such artificial turf is approved to be installed, a city right-of-way permit must be obtained prior to commencing work. 3. Artificial turf may not be installed in permanent drainage features such as drainage swales or ponds unless otherwise approved by the City Engineer. 4. Artificial turf shall not be installed in perimeter buffers required by Section 3-1202.D or vegetative buffers adjacent to the Preservation District or jurisdictional wetlands required by Section 3-907.A. 5. Artificial turf shall not be installed as required trees/plants in interior or central landscape islands consistent with Section 3-1202.E. 10 Ordinance 9805-25 6. Artificial turf is prohibited in any area that is used for the parking or driving of motor vehicles. C. Minimum design standards. 1. Artificial turf shall consist of green lifelike individual blades of grass that emulate natural turf in look and color except where artificial turf is used in Parks and Recreation Facilities and athletic fields. 2. Artificial turf shall have a pile height of: a. A minimum of 1.5 inches for residential installations except for specialty artificial turf installations such as K-9 grass or putting greens located in the side or rear yards, which may be approved with a shorter pile height as determined to be deemed practicable by the Community Development Coordinator. b. A minimum of 0.5 inches for nonresidential installations. 3. Artificial turf shall have a minimum face weight of 50 ounces per square yard. 4. A minimum eight-year manufacturer’s warranty that protects against color fading and a decrease in pile height is required for all artificial turf. 5. Artificial turf shall be flame retardant and free of lead and PFAS. D. Permitting. 1. Installation requires a building permit, and such supporting documentation as required the Community Development Coordinator. 2. A building permit will not be required for installation of 100 square feet or less of artificial turf installed in the side or rear yard of private property if the requirements of this Section are met. One installation of 100 square feet or less is allowed on a property and will be counted toward the property’s total impervious surface ratio (ISR). E. Installation. 1. All artificial turf shall, at a minimum, be installed according to the manufacturer's specifications. 2. Artificial turf installations shall meet tree preservation and protection requirements pursuant to Section 3-1206. 3. Installation around existing trees may be restricted to ensure tree roots are not damaged with the installation of the base material or artificial turf and that the overall health of the tree will not be compromised. 4. Drainage shall be designed so that stormwater is discharged in a manner that does not adversely affect adjacent lots, rights-of-way (ROW), and/or other downstream or upstream properties and shall follow historic flow paths in the watershed. 5. An appropriate barrier device (e.g. concrete mow strip, bender board, brick pavers), installed consistent with manufacturer’s specifications, is required to separate artificial turf from live plant materials. 6. Artificial turf seams shall be installed using a combination of seaming tape and glue with the grain of each piece of artificial turf running in the same direction. 11 Ordinance 9805-25 7. All edges shall be secured with staples or nails, trimmed to fit against all regular and irregular edges to resemble a natural look and tucked in and anchored consistent with the manufacturer's specifications. 8. If installed immediately adjacent to a seawall, artificial turf shall be pinned or staked behind the seawall. No artificial turf or installation mechanism shall be attached directly to or placed on a seawall or seawall cap. 9. After installation, artificial turf shall be visually smooth with the grain pointing in a single direction. 10. If infill is recommended by the manufacturer, it shall consist of clean silica sand or sand- based product with no plastic pellets or crumb rubber with the exception of Parks & Recreation Facilities and athletic fields which may use crumb rubber. 11. Artificial turf installed by residential property owners shall be treated as impervious and count towards the property’s impervious surface ratio (ISR). 12. Artificial turf installed by a licensed general contractor or professional with experience in installation of artificial turf will be treated as pervious if the following installation standards are met: a. Artificial turf backing must be dual flow or hole punched to allow for drainage. b. For nonresidential installations, a leveling layer shall be provided consisting of one inch of decomposed limestone or granite. c. A subbase layer shall be provided consisting of four inches or more of clean stone, which consists of washed granite or limestone that meets FDOT #4, #57, or #89 stone specifications. d. To ensure adequate retention volume in the subbase layer, a minimum size of ⅜ to 1 inch stone is required. e. The underlying soils must remain uncompacted. F. Inspection. The Community Development Coordinator shall inspect the property to verify that the artificial turf was installed in accordance with all provisions of the Development Code. G. Maintenance. 1. Artificial turf shall be maintained by the property owner in a green fadeless condition and free of dirt, mud, sand, stains, odors, weeds, debris, tears, holes, seam separations, excessive wear, and impressions. 2. Maintenance shall include but is not limited to regular rinsing with water to wash away pollen and seeds, brushing to keep the blades upright and protect against damage, debris removal, repair of depressions and ruts to maintain a visually smooth surface, elimination of odors or weeds, and ensuring edges are tucked and staked. 3. Artificial turf must be maintained in a manner so that stormwater drainage does not adversely affect adjacent lots, ROWs, and/or other downstream or upstream properties and allows historical flow paths in the watershed to continue and function. 12 Ordinance 9805-25 4. Artificial turf must be replaced if it falls into disrepair with fading/discoloration, excessive wear, holes, seam separations, heat degradation, or surfaces that are no longer level due to depressions, ruts, air pockets, or loose areas. a. Repair of artificial turf areas shall be performed with like for like materials from the same manufacturer and done in a manner that results in a repair that blends in with the existing artificial turf. b. In the event a like material cannot be obtained, then the most similar material which still meets installation standards may be used; however, evidence that supports the unavailability of a like material from the same manufacturer must be provided. c. Repair or replacement of artificial turf requires a building permit as described in this Section. d. Repair or replacement of artificial turf that is not in compliance with the regulations of this Section must bring the property into conformance to the greatest extent practicable as determined by Community Development Coordinator. H. Existing Artificial Turf. 1. Artificial turf installed before March 20, 2025 (the “Enactment Date”) is permitted to remain on a property if the below conditions are met: a. Evidence is provided to the Community Development Coordinator demonstrating the artificial turf was installed before the Enactment Date. Such evidence may be provided in the form of a dated invoice identifying the purchase of the artificial turf before the Enactment Date or other compelling evidence deemed acceptable by the Community Development Coordinator. b. If artificial turf was installed in a right-of-way before the Enactment Date, an after the fact right-of-way permit must be applied for. The City Engineer will determine if the artificial turf may remain and issue the right-of-way permit or deny the permit and require the artificial turf to be removed from the right-of-way. c. All existing artificial turf must comply with maintenance standards in Section 3-1203.G. 2. Artificial turf permitted to remain on a property will count toward the calculation of stormwater fees and the property’s ISR for purposes of future development and permitting and could impact future improvements to the property. 3. Notwithstanding this section, properties meeting one of the conditions provided under Section 3-1202.A.3 shall be brought into conformance with this Code. Section 3-1204. - Installation and maintenance. A. All required landscaping shall be installed in accordance with an approved landscape plan, including all specified conditions to a particular development approval, and inspected prior to the issuance of a certificate of occupancy or certificate of completion. In the event there are any changes to the approved landscape plan, such changes must be reviewed and approved and noted on the plan prior to notification for the final inspection for a certificate of occupancy or certificate of completion. 13 Ordinance 9805-25 B. All landscaped areas must be covered with shrubs, ground cover, natural turf, three inches of organic mulch, artificial turf (where permissible), or other suitable material which permits percolation. 1. Where mulch is used, it must be protected from washing out of the planting bed. 2. Inorganic mulch, such as gravel or rock, should only be used where washouts occur. Landscape rock with a minimum size or ¾ inch to 1 inch in diameter shall be used to redirect stormwater from gutter systems to prevent erosion. 3. Plastic sheets shall not be installed under mulches. 4. Artificial turf shall be installed according to the standards in Section 3-1203. * * * * * * * * * * Section 3-1206. - Scenic corridors. A. Purpose. The purpose of designating primary and secondary scenic corridors is to establish areas in the city which have particular significance, in terms of tourism, economic development or community character, and which therefore should have enhanced and differentiated landscaping requirements. It is anticipated that specific corridor plans will be approved by the city commission for each corridor and that when such plans are adopted, they shall constitute the requirements for landscaping along these corridors. B. Primary corridors. 1. Bayshore Boulevard 2. Belcher Road 3. Causeway Boulevard 4. Chestnut Street 5. Cleveland Street 6. Coronado Drive 7. Court Street 8. Courtney Campbell Causeway 9. Druid Road 10. East Shore Drive 11. Fort Harrison Avenue 12. Gulf Boulevard 13. Gulf to Bay Boulevard 14. Gulfview Boulevard 15. Hamden Drive 16. Mandalay Avenue 17. Marine Street 18. McMullen-Booth Road 19. Memorial Causeway 20. Missouri Avenue 14 Ordinance 9805-25 21. Pierce Boulevard 22. Poinsettia Avenue 23. State Road 580 24. U.S. 19 C. Secondary corridors. 1. Bayshore Drive 2. Belleair Road 3. Countryside Boulevard 4. Curlew Road 5. Drew Street 6. East Avenue 7. Edgewater Drive 8. Enterprise Road 9. Hampton Road 10. Hercules Avenue 11. Highland Avenue 12. Keene Road 13. Lakeview Road 14. Landmark Drive 15. Myrtle Avenue 16. Northeast Coachman Road 17. Nursery Road 18. Old Coachman Road 19. State Road 590 20. Sunset Point Road Section 2. Article 3, Development Standards, Division 14. Parking and Loading, of the Community Development code is hereby amended as follows: Section 3-1401. - Parking. * * * * * * * * * * B. Applicability. 1. In general. All off-street parking areas and loading spaces shall be constructed in accordance with the standards in this division. 2. Parking lots serving a new use. Any parking area which is to serve a new use of land, shall satisfy the standards in this Division and the landscaping standards in Article 3, Division 12. 3. Existing parking lots. Existing parking lots not meeting the requirements contained in this division shall be brought into compliance to the greatest extent practicable as determined 15 Ordinance 9805-25 by the Community Development Coordinator under one or more of the following conditions: a. If an existing use is improved or remodeled in a value of 25 percent or more of the total assessed valuation of the existing principal structure as reflected on the property appraiser's current records at the time of application or as established by a qualified independent appraiser using a recognized appraisal method. b. If an amendment, other than a minor amendment, is required to an existing approved site plan. * * * * * * * * * * Section 3-1403. - Parking lot surfaces A. Permanent surface. Except as otherwise permitted in subsection (B) of this section, all unenclosed parking lots, spaces, vehicular accessways and driveways shall be improved with a permanent all-weather paving material which is graded to drain stormwater. B. Grass surface. 1. No parking, displaying, or storing of motor vehicles shall be permitted on any grass or other unpaved area unless specifically authorized in this section. 2. Eighty-five percent of parking required for places of worship, outdoor recreational facilities and other uses as determined by the community development coordinator may have a durable grass or other permeable surface. 3. Community gardens may provide parking spaces on the grass, provided that the grass parking areas are clearly identified, dedicated and maintained in a clean and un- deteriorated manner. 4. All surface parking spaces provided in excess of the minimum required pursuant to Article 2 may be surfaced with reinforced grass or other permeable surface as approved by the City Engineer. However, all vehicular accessways and driveways for these excess parking spaces shall be improved in a manner consistent with Section 3-1403.A. 5. The city manager or the community development coordinator may permit parking on the grass or other permeable surface for public purpose needs, including reducing stormwater impacts. 6. Any grass parking areas must be a minimum of ten feet from any tree. 7. The use of artificial turf for a parking surface shall be prohibited. Section 3-1407. - Parking restrictions in residential areas. A. Restrictions. For the dual purpose of preserving attractive residential areas within the city and promoting safe unimpeded traffic circulation throughout such neighborhoods, the following parking restrictions shall apply except as provided in paragraph B of this section: * * * * * * * * * * 16 Ordinance 9805-25 5. Exception to prohibition of parking on unpaved areas on single-family and duplex residential property. One designated parking space may be located on the grass in a required front setback adjacent to and parallel to the driveway located on the property. Access to such designated parking space shall be by way of the property's driveway. If the designated parking space cannot be maintained as a grass area and is either reported by neighboring residents as a detrimental property or is identified by any code inspector as in violation of this provision, such designated parking area shall be filled in, by the property owner, with pavers, concrete, turf block or asphalt. Materials not permitted include artificial turf, crushed shell, mulch, millings, or similar material. * * * * * * * * * * Section 3. Article 3, Development Standards, Division 15. Property Maintenance Standards, of the Community Development code is hereby amended as follows: Section 3-1502. - Property maintenance requirements. * * * * * * * * * * H. Yards, and landscape areas, and artificial turf areas. 1. All required landscaping materials shall be maintained in accordance with the provisions of Article 3, Division 12. 2. Any portion of a lot not covered by a building or structure or otherwise devoted to parking, a service drive or a walkway shall be landscaped with grass or other appropriate ground cover and shall be maintained in a neat and orderly manner. 3. All Llandscape materials, including natural turf, shrubs, and trees, excluding artificial turf, whether required or optional, shall be maintained in a healthy live condition so as to present a neat and attractive appearance and so as to discourage the accumulation of trash or debris and/or infestation by pests. 4. Artificial turf shall be maintained according to Section 3-1203.G. 54. No yard, landscape area or, growth of landscape material, or artificial turf area (unless previously approved by the City Engineer) shall encroach upon the public right-of-way so as to hinder safe and convenient vehicular or pedestrian movement in the public right-of- way. 65. No yard shall be used for dumping or accumulation of any garbage, rubbish, dead animals, trash, waste vegetable or animal matter of any kind or construction debris. * * * * * * * * * * K. Public rights-of-way and sidewalks and parking surfaces. * * * * * * * * * * 1. Public rights-of-way and sidewalks adjoining an improved parcel of land which, because of its location and character, is used as if it were appurtenant to or an extension of the parcel of land, shall be maintained in a safe and clean condition by the owner of the parcel of land. The owner shall, at a minimum, keep such rights-of-way and sidewalks clear of 17 Ordinance 9805-25 litter, trash, debris, equipment, weeds, trees, shrubs and other vegetation and refuse and provide a height clearance of at least eight feet from the sidewalk pavement measured vertically from the pavement surface, unless an exception has been granted by the urban forester for protected trees. All unpaved areas shall be landscaped with grass or other ground cover unless alternative materials are approved by the city and such areas shall be regularly mowed or otherwise maintained in a neat and attractive condition. * * * * * * * * * * Section 4. Article 8, Definitions and Rules of Construction, Section 8-102. Definitions, of the Community Development code is hereby amended as follows: Section 8-102. – Definitions. * * * * * * * * * * Face weight means a measurement of the weight of the turf fibers and stitching per square yard of artificial. * * * * * * * * * * Front yard means the area between the principal structure and the front property line. 18 Ordinance 9805-25 * * * * * * * * * * Landscaped area is part of a property used for growing live plants such as groundcover, vines, shrubs, and trees. Landscape material means living material used in a landscape area including but not limited to trees, shrubs, vines, natural turf, and groundcover. Landscape rock means rocks that are primarily used to enhance the appearance of gardens and front and backyard landscaped areas. Landscaping means grasses, ground covers, vines, shrubs, trees including those and inanimate durable material such as organic mulches. * * * * * * * * * * Mulch, inorganic means a type of mulch that does not decompose or return nutrients to the soil and includes materials like gravel, plastic sheeting or landscape fabric, and rubber mulch. Mulch, organic means a natural layer of plant residue, such as straw pine needles or shredded bark, covering the land surface, which conserves moisture, holds soil in place, aids in establishing plant cover, and minimizes temperature fluctuations. * * * * * * * * * * Pile height means the length of the blades of artificial turf measured from the base to the tip of the blade. * * * * * * * * * * Shell means commons shells used for hardscaping such as oyster, clam, and scallop. 19 Ordinance 9805-25 * * * * * * * * * * Turf, artificial means an artificial product manufactured from synthetic materials that effectively simulates the appearance of live/natural healthy turf, grass, sod, or lawn. Turf, natural means grass-covered soil held together by the roots of the live grass. * * * * * * * * * * Section 5. Appendix A, Schedule of Fees, Rates, and Charges, Section V. Buildings and Building Regulations, of the Community Development Code, is hereby amended as follows: Permit fees and charges: (1) Permits and fees and charges, in general; exceptions: * * * * * * * * * * (g) Tree removal and artificial turf permits are included in this fee schedule; however, are not governed nor subject to the requirements of the Florida Building Code. (2) Fee schedule. In the case of reviews, inspections and similar activities associated with building and related codes requiring a permit, the following schedule of fees shall apply: * * * * * * * * * * (k) Artificial turf permits: ….. 200.00 * * * * * * * * * * Section 6. Appendix B, US 19 Zoning District and Development Standards, Division 5. Site Design Standards, of the Community Development Code is hereby amended as follows: Section B-504. - Parking and service areas. A. Surface Parking and Service Area 1. Surface parking and service areas shall be designed to meet parking design, landscape, and screening requirements in Article 3, Divisions 12 and 14. 2. Interior islands of parking lots in new projects shall be designed to utilize Low Impact Development techniques such as bioretention swales and native species. Where parking curbs and gutters are provided, they shall have breaks to allow water to enter the bioretention facilities within the parking landscape islands. 3. Surface parking spaces provided between 85 percent and 125 percent of the minimum required in Table 2. Use & Off-Street Parking may utilize reinforced grass or other permeable surface (excluding artificial turf). All surface parking spaces provided in excess of 125 percent of the minimum required in Table 2. Use & Off-Street Parking shall utilize reinforced grass or other permeable surface. All driveways and/or access aisles shall be improved with a permanent all-weather paving material which is graded to drain stormwater, consistent with Section 3-1403.A. 20 Ordinance 9805-25 4. Where required parking is located adjacent to excess surface parking spaces, the Community Development Coordinator may permit the continuation of reinforced grass or permeable surface (excluding artificial turf) parking for the adjacent parking spaces within the same row. * * * * * * * * * * Section 7. Amendments to the Community Development Code of the City of Clearwater (as originally adopted by Ordinance No. 6348-99 and subsequently amended) are hereby adopted to read as set forth in this Ordinance. Section 8. The City of Clearwater does hereby certify that the amendments contained herein, as well as the provisions of this Ordinance, are consistent with and in conformance with the City’s Comprehensive Plan. Section 9. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 10. Notice of the proposed enactment of this Ordinance has been properly advertised in a newspaper of general circulation in accordance with applicable law. Section 11. This ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING ____________________________ PASSED ON SECOND AND FINAL ____________________________ READING AND ADOPTED ____________________________ Bruce Rector Mayor Approved as to form: Attest: ____________________________ ____________________________ Matthew J. Mytych, Esq. Rosemarie Call, MPA, MMC Senior Assistant City Attorney City Clerk PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: January 21, 2025 AGENDA ITEM: ID#24-1601 CASE: TA2024-07002 ORDINANCE NO.: 9805-25 REQUEST: Amendments to the Community Development Code to establish standards for artificial turf, require landscaped areas in front yards for residentially zoned properties, and make other associated updates. INITIATED BY: City of Clearwater, Planning and Development Department UPDATE FOR CITY COUNCIL The Community Development Board, in its capacity as the Local Planning Agency (LPA), reviewed the proposed amendments to the Community Development Code at its meeting on January 21, 2025, and recommended approval with certain modifications and considerations as follows: 1. Clarify that the requirement to bring existing lots into compliance with the landscaping standards to the greatest extent practicable if the existing use is improved or remodeled in a value of 25 percent or more, as established by Section 3-1202.A.3.a, is applicable to properties other than single-family detached dwelling and two-family attached dwelling properties. 2. Consider modifying proposed Sections 3-1202.E.2.a.6.v and 3-1202.E.2.b.3.iv to permit the use of artificial turf in required interior and central landscape islands. 3. Consider incorporating licensure requirements into proposed Section 3-1203.E.12 to provide clarity regarding who would qualify as a “professional with experience in installation of artificial turf”. Additionally, while not incorporated into the Board’s motion for approval, the Board discussed the desire to allow for an independent appraisal to be used for the determination of 25 percent of the value of the principal structure, in addition to the value reflected in the property appraiser’s records, as established in Section 3-1202.A.3.a. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 2 Proposed Ordinance No. 9805-25 addresses the Board’s recommended clarification detailed in number 1., above. Additionally, staff has incorporated, for the City Council’s consideration, changes to Sections 3- 1202.A.3.a. and 3-1401.B.3.a to provide that an independent appraisal may also be used to determine 25 percent of the value of the primary structure which, if exceeded, would require improvements to landscaping and parking. While the Board’s discussion was focused on the provisions in the landscape code, this same language is utilized for parking. The proposed language is consistent with comparable provisions in the US 19 and Downtown Districts. No further modifications are recommended to address the Community Development Board’s suggestions detailed in numbers 2. and 3., above, for the following reasons. The proposed ordinance includes provisions to address any properties that have installed artificial turf prior to the enactment of the ordinance, permitting such artificial turf to remain, if maintained. Existing properties that may have installed artificial turf in required landscape islands would not be impacted by the proposed prohibition. Section 1-103 details the general purposes of the Community Development Code, adopted in 1999, which recognizes the different factors the City of Clearwater faces as a redevelopment community compared to other cities that have more vacant land for new development. Beautification of the city is a high priority, as is the preservation of natural resources and the aesthetic character of the community for both the resident and tourist populations. The transformation of the city aesthetically is noticeable and has been possible through both full redevelopment of properties and the incremental improvements to parking and landscaping required through the Sections referenced above. Landscape islands provide opportunities for shade and live plant materials within parking areas, and the standards have been amended in the past to address past deficiencies (i.e., larger islands spaced further apart to allow more room for trees to grow). The prohibition of the use of artificial turf is proposed to be stated for clarity to property owners but is not otherwise a change to current landscape standards. Staff explored additional options to address the Board’s suggestion regarding additional licensure requirements for professional installers, including conversations with representatives from additional companies that currently install artificial turf. To allow flexibility in the implementation of this provision, staff is recommending that no additional changes be incorporated, rather this be addressed through required documentation at the time of permit application. Section 4-202 provides a minimum list of information required for applications for development approval, and states that additional information may be required unless waived or modified by the Community Development Coordinator. This section permits the city to establish a permit application for artificial turf installation and, as previously presented to City Council, many of the details are appropriately located in an application and not directly codified. This will also provide flexibility in the implementation of the new standards, including how to best verify an installer’s credentials and experience, while keeping consistent with codified requirements. Minor modifications were made to the Ordinance between the Community Development Board hearing and the City Council first reading. These include correction of typos, moving of tables to be placed consistent with the codified code, and revising the phrasing of Proposed Section 3-1202.A.3.d to use consistent terminology as defined or used elsewhere in the Code. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 3 BACKGROUND The Community Development Code (CDC) prescribes the use of live landscaping materials for areas not occupied by buildings, structures, or pavement. Artificial turf is man-made and is not in a living condition; therefore, would not currently be permitted for use within the city, except for limited use in parks and athletic fields. In May of 2023, the city’s Code Compliance Division began issuing citations for properties where artificial turf had been installed illegally. After receiving these citations, property owners brought concerns to the attention of City Council. At the request of City Council, staff prepared a presentation on the current Code requirements and regulation of artificial turf within the city as well as information related to the impacts of the use of artificial turf. Staff presented the information to City Council in December of 2023 where the public was also permitted to voice their opinions, both in favor of or and against the use of artificial turf. Subsequent to this meeting, City Council directed staff to draft regulations to allow the use of artificial turf within the City of Clearwater. Staff reviewed existing regulations or policies regarding the use of artificial turf in other municipalities in Florida. While places like Surfside, Orlando, Winter Park, West Palm Beach, Lighthouse Point, Ocean Ridge, and Lantana have specific regulations adopted in an ordinance, most local jurisdictions either have no regulations or have an interpretation or policy on how artificial turf is handled. For those municipalities that have ordinances, regulations cover whether artificial turf is pervious or impervious, design, installation, and maintenance standards, the permitting process, and any restrictions on where artificial turf may be permitted. The City of Tampa has the most recent experience with regulating artificial turf. In the process of creating regulations for artificial turf, Tampa found limited adopted regulations and therefore opted to regulate the use of artificial turf through guidelines and a permit application process. Staff used adopted ordinances and policies as a guide to begin the creation of regulations to permit artificial turf. Staff performed additional research on artificial turf to ensure the most recent information, materials, installation techniques, and any emerging advancements in the artificial turf industry were captured in the city’s regulations. In addition, staff met with a local industry expert to discuss installation techniques and get a better understanding of how regulations and permitting may impact the artificial turf installation process. This research also provided a better understanding of artificial turf and the many complexities to this topic. Based on information gathered, staff drafted an outline of the proposed amendments and began discussions with other departments and divisions within the city including Public Works, Parks and Recreation, Code Compliance, and Land Resources. This comprehensive review of the proposed regulations ensured that all city staff that would be involved in the review and permitting of artificial turf were involved in the drafting of the ordinance and defining the process for approving an artificial turf permit. Additionally, staff conducted community engagement to share the draft ordinance and gather feedback from the community. Staff attended a Clearwater Neighborhoods Coalition meeting on August 5, 2024, and held Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 4 a community meeting at the Countryside Library on September 12, 2024. In addition, staff conducted a live webinar on September 11, 2024, that was recorded and posted to the city’s YouTube page. Attendees were interested to learn how artificial turf would be permitted, to learn how existing artificial turf installations would be treated, and in sharing concerns related to the environmental impacts of allowing artificial turf. Staff met with the Environmental Advisory Board (EAB) on September 18, 2024, to discuss the proposed amendments to the Community Development Code. Rather than allow artificial turf, the EAB recommends City Council promote Florida Friendly Landscaping practices which aim to conserve water, preserve natural resources, and reduce water pollution. However, the EAB understands the City Council has an interest in regulating artificial turf, while the product does not meet Greenprint 2.0 standards, Florida Friendly Landscaping criteria, and its environmental risks far outweigh the potential benefits, the EAB recommends City Council demand the highest possible standards including ensuring any artificial turf is PFAS free and recyclable should an ordinance be adopted. Staff collected input throughout the process of drafting this Ordinance resulting in the continued evolution of the approach based on feedback from the various stakeholders. AMENDMENT PROPOSAL Proposed Ordinance 9805-25 contains numerous amendments throughout the Community Development Code, which can be generally broken down into the following categories: 1. Artificial turf, including general standards, location standards, minimum design standards, permitting, installation, inspection, maintenance, and existing artificial turf. 2. “Clean up” amendments consisting of correcting typographical errors, reordering sections, providing clarification, adding a provision for existing developed lots, creating a front yard residential landscaped area requirement, and adding, deleting, or amending definitions as needed. The proposed amendments are detailed further within the analysis section. ANALYSIS Artificial Turf [Pages 3, 6-7, 9-13, 15-17, and 18-19 of Ordinance] Ordinance 9805-25 proposes to create regulations to permit the use of artificial turf citywide including general, location, and minimum design standards, permitting, installation, inspection, maintenance, and existing artificial turf. A new Section 3-1203 is proposed that would govern all artificial turf installations resulting in the relocation of the existing 3-1203. Scenic Corridors to a new Section 3-1206. Section 3-1203.A - General Standards This Section proposes regulations to allow the use of artificial turf citywide with approval of a permit and compliance with all provisions of Section 3-1203. Artificial turf is not a living plant material; therefore, it would not count toward any required landscaped areas. In addition, the proposed regulations prohibit the use of indoor/outdoor plastic or nylon carpeting as a replacement for artificial or natural turf. Lastly, an Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 5 existing provision that allows Parks and Recreation Facilities and athletic fields to use artificial turf in lieu of plant materials was carried over and relocated to this Section. Section 3-1203.B - Location Standards This Section proposes to limit where artificial turf may be installed. Artificial turf may be installed on approved concrete patios, porches, and rooftop patios or decks without a permit as these surfaces may already be in place and would be considered part of the properties impervious surface ratio (ISR). Artificial turf may not be installed in a right-of-way or permanent drainage feature without approval of the City Engineer. These areas may contain infrastructure that could be impacted by the excavation and compacting required for artificial turf installation. If artificial turf is proposed within a right-of-way, a city right-of-way permit would be required. Artificial turf is prohibited from being installed in required perimeter or vegetative buffers, interior or central parking islands, or areas used for parking or driving of motor vehicles. As previously noted, artificial turf is not a live plant material and buffers and islands are intended to contain live plant materials. In addition, artificial turf is not considered an all-weather driving surface; therefore, it cannot be used as a parking or driving surface. Section 3-1203.C - Minimum Design Standards This Section proposes regulations establishing quality and design standards for artificial turf. With the exception for Parks and Recreation Facilities and athletic fields, artificial turf must be green lifelike blades that look like natural turf. The minimum pile height is required to be 1.5 inches for residential installations and 0.5 inches for nonresidential installations. Pile height is the height of the blades of grass. Longer blades of grass are for low traffic areas like residential yards and are softer, more flexible, and more natural looking. Shorter blades of grass are meant for high traffic areas like playgrounds or athletic fields and are firmer, more durable, and easier to clean. The minimum pile height for residential uses is proposed to be 1.5 inches except for specialty artificial turf installations such as K-9 grass or putting greens located in the side or rear yards, which may be approved with a shorter pile height as determined to be deemed practicable by the Community Development Coordinator. The minimum pile height for nonresidential uses is proposed to be 0.5 inches. The minimum face weight for all artificial turf is required to be 60 ounces per square yard. The face weight is the weight of the grass fiber materials per square yard where higher weight result in a better quality and more durable artificial turf. The average face weight for residential uses in between 50 and 80 ounces per square yard with higher number giving a higher quality and a denser and sturdier artificial turf. The average face weight for an athletic field would be between 40 and 90 ounces per square yard with 60 ounces being recommended for sports fields or areas of intense activity. For safety and longevity, all artificial turf must flame retardant, free of lead and PFAS, and provide a minimum 8-year manufacturer’s warranty. Section 3-1203.D - Permitting This Section proposes to require a permit for installation of artificial turf. This permit would be reviewed by city staff in Land Resources, Development Review, and Engineering for compliance with the Code. This Section allows the Community Development Coordinator to establish what information will be required, and staff will create an application that includes submittal requirements and the process for review and approval. The submittal requirements will include the following documentation: • A landscape plan or survey; and Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 6 • Tree preservation plan, if required; and • Scaled edge detail or cross section similar to the one below; and • Manufacturer’s specifications including installation instructions and warranty. In addition, the proposed regulations create an option to allow installation of 100 square feet or less of artificial turf without a permit; however, this approved area would count toward the property’s ISR and is limited to one such installation per property. This would allow flexibility for a property owner to install a small area of artificial turf. Section 3-1203.E - Installation This Section proposes regulations to ensure quality installation of artificial turf and determine whether it would be treated as pervious or impervious. If trees are located on or overhanging the property, a tree preservation plan will be required to evaluate any potential impacts to the tree. All artificial turf is required to be installed meeting the manufacturer’s specifications. This installation must be designed to not adversely impact other properties or the right-of-way and follow the historic flow of the watershed. This can be accomplished through an underdrain system installed within the subbase or through a pervious installation as detailed later in this Division. To deter live plant materials from growing under and within the artificial turf, a barrier would be required to separate the artificial turf from live plant materials, limiting the amount of debris and seeds that may fall on the artificial turf. To ensure artificial turf stays in place and resembles a natural look, seams must be installed with seaming tape and glue and edges must be trimmed to fit all regular and irregular shapes and tucked and anchored consistent with manufacturer’s specifications. In addition, the proposed regulations require that artificial turf be pinned or staked behind any seawall and not be attached to a seawall or seawall cap. After installation, artificial turf must be visually smooth with grain pointing in single direction. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 7 Infill is the granular material applied on top of artificial turf after installation and serves as a ballast, keeping the turf weighted down and level and provides a similar footing to natural turf. Infill also provides an extra layer of cushioning, maintains the fibers in an upright position, and extends the life of the artificial turf. If infill is recommended by the manufacturer or proposed for use in any artificial turf installation, it must be a clean silica sand or a sand-based product. The use of plastic pellets or crumb rubber infill is prohibited with the exception of Parks and Recreation Facilities and athletic fields, which may use crumb rubber to provide a safer surface in high traffic areas. Artificial turf may be installed by a residential property owner; however, it would count toward the property’s ISR. The installation of artificial turf has several steps that require knowledge and equipment to be done properly in order to be treated as pervious. Artificial turf installed by a contractor or professional with experience installing artificial turf may be treated as pervious if the following are met: • Backing must be dual flow or hole punched for drainage; and • For nonresidential installation only: a minimum of a one-inch leveling layer composed of decomposed limestone or granite is provided; and • A minimum of a four-inch subbase composed of washed granite or limestone that meets FDOT #4 57, or 89 stone is provided; and • The subbase stone size is a minimum of ⅜ to 1 inch; and • The underlying soils remain uncompacted. In addition, the contractor or professional installer would be required to sign a verification form certifying that the artificial turf was installed compliant with the Code and meets the city’s definition of pervious. This provides a professional assurance that the artificial turf was installed per the manufacturer’s specifications and will have no adverse impacts on adjacent properties or the right-of-way. Section 3-1203.F - Inspection This Section proposes regulations requiring the city to inspect properties where artificial turf has been installed for compliance with all provisions in the Code. An initial inspection would be required for any artificial turf installations that may impact trees on the property and a final inspection would be required for all artificial turf installations. Staff is proposing a process that would limit the number of inspections to allow the installation of artificial turf to be completed without interruption after a permit is issued. Upon completion of installation, the following information must be submitted to request a final inspection: • A copy of the aggregate testing report (from the aggregate supplier) to document the clean stone used in the subbase layer meets FDOT gradation requirements (if treated as pervious). • A Verification Form stating the artificial turf was installed pursuant to this section and the manufacturer’s specifications and indicating whether the installation meets this Code’s definitions of impervious or treated as pervious. • Photos of the subbase and leveling layers prior to covering each layer. • Photos of project area post installation including any areas where tree barricades were previously installed. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 8 Section 3-1203.G - Maintenance This Section proposes regulations to ensure proper maintenance of artificial turf as well as repair and replacement when needed. Artificial turf must be kept in a green fadeless condition and free of dirt, mud, sand, stains, odors, weeds, debris, tears, holes, seam separations, excessive wear, and impressions. This can be accomplished through proper maintenance including rinsing to wash away pollen and seeds, brushing to keep blades upright and protect against damage, debris removal, elimination of odors or weeds, and ensuring edges stay tucked and staked. Maintenance also includes ensuring that artificial turf continues to allow infiltration, and any stormwater drainage does not adversely impact adjacent properties or the right-of-way over time. If artificial turf were to fall into disrepair and repair or replacement is necessary, the property owner must use the same artificial turf that exists on the property or similar materials that will blend with the existing turf. Any repair or replacement of artificial turf would require a permit and if there are areas of artificial turf that do not comply with Section 3-1203, the property owner would be required to bring the property into conformance to the greatest extent deemed practicable by the Community Development Coordinator. Staff would work with the property owner to identify any nonconformities and discuss what could be done to bring to property more into conformance with the Code. Section 3-1203.H - Existing Artificial Turf This Section proposes regulations related to properties that installed artificial turf prior to the adoption of this Ordinance. At this point there is no way for staff to equitably identify properties with existing artificial turf as staff is unaware of the number of properties that may have already installed artificial turf in the backyard or other areas not visible from the public access. It would be a large undertaking for staff to bring them all into conformance at one time; therefore, regulations are being proposed to allow artificial turf installed before the enactment date of this Ordinance to remain if the following are met: • Evidence demonstrating the turf was installed prior to enactment date is provided; and • If any artificial turf was installed within the right-of-way (ROW), an after-the-fact ROW permit must be applied for; and • All existing artificial turf must comply with maintenance standards in Section 3-1203.G. This allows property owners who comply with the above requirements to keep the existing artificial turf as long as they maintain it. Any existing artificial turf permitted to remain would count towards the calculation of stormwater fees and the property’s ISR, which may impact future improvements to the property. Appendix A, Schedule of Fees, Rates, and Charges, Section V Buildings and Building Regulations This Section clarifies that tree removal and artificial turf permits are included in this Section; however, they are not subject to the Florida Building Code. Additionally, a new fee is proposed for artificial turf permits of $200 to cover the cost of staff review and inspection. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 9 Additional Amendments [Pages 3-5, 7-9, 12-14, and 17-18 of Ordinance] The additional proposed amendments are considered to be clean up amendments and consist of correcting typographical errors, reordering sections, providing clarification, adding a provision for existing developed lots, creating a residential landscaped area requirement for residential front yards, and adding, deleting, or amending definitions as needed. Section 3-1202, General Landscaping Standards, is being updated to add a requirement for existing single- family and two-family lots to come into full compliance with the tree requirements when an addition or improvement to the lot is proposed. In addition, a new subsection is being added to create a residential landscaped area requirement of 25% of the front yard for residentially zoned properties under certain circumstances. Section 8-102, Definitions, is being updated to include definitions that relate to artificial turf and other nonliving landscape materials including clarification of organic mulch; adding face weight, landscaped area, landscape material, landscape rock, inorganic mulch, natural turf, artificial turf, pile height, and shell; and deleting landscaping. Additionally, a definition along with diagrams is being added for front yard. CRITERIA FOR TEXT AMENDMENTS CDC Section 4-601 sets forth the procedures and criteria for reviewing text amendments. All text amendments must comply with the following: 1. The proposed amendment is consistent with and furthers the goals, policies, and objectives of the Comprehensive Plan. Objective CCM 1.2 Continue to protect floodplains, drainage ways, and all other natural resources from encroachment and development. Policies QP 5.6.1 Continue to protect trees during site development or redevelopment through standards in the CDC. QP 5.6.2 Ensure new development is sited to reduce impacts to trees within rights-of-way. CCM 1.4.3 Consider adopting performance standards to reduce the current rates of potable water consumption. SS 1.5.3 Continue to develop strategies aimed at reducing potable water consumption. The proposed amendments related to the regulation of artificial turf are supported by Objective CCM 1.2. Ensuring that any artificial turf installations do not adversely affect adjacent lots or ROW, and that any drainage follow historic flows and protects drainage ways from negative impacts related to artificial Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 10 turf. Additionally, limiting the use of artificial turf where the city has drainage easements allows the City Engineer to review any installation for impacts to the drainage system prior to approval. Policies QP 5.6.1 and 5.6.2 support limiting the use of artificial turf under trees, requiring a tree preservation plan to evaluate the species and size of each tree to determine a protection zone. Policies CCM 1.4.3 and SS 1.5.3 support permitting artificial turf in an effort to conserve water resources that would be spent on maintenance of natural turf. As such, the proposed amendments within Ordinance 9805-25 furthers the Comprehensive Plan through the specific objective and policies referenced above. 2. The proposed amendments further the purposes of the Community Development Code (CDC) and other City ordinances and actions designed to implement the Plan. The proposed text amendment will further the purposes of the CDC in that it will be consistent with the following purposes set forth in CDC Section 1-103: • It is the purpose of this Development Code to implement the Comprehensive Plan of the city; to promote the health, safety, general welfare and quality of life in the city; to guide the orderly growth and development of the city; to establish rules of procedure for land development approvals; to enhance the character of the city and the preservation of neighborhoods; and to enhance the quality of life of all residents and property owners of the city (Section 1-103.A., CDC). • It is the purpose of the Community Development Code to create value for the citizens of the City of Clearwater by allowing property owners to enhance the value of their property through innovative and creative redevelopment (Section 1-103.B.1, CDC). • It is the further purpose of this Development Code to make the beautification of the city a matter of the highest priority and to require that existing and future uses and structures in the city are attractive and well-maintained to the maximum extent permitted by law (Section 1-103.D, CDC). The proposed amendments in this Ordinance will further the above referenced purposes of the Community Development Code by providing standards for the use of artificial turf. Through the regulations of this Ordinance, the city is encouraging the continued investment in properties by requiring residential properties to maintain 25% of the front yard of a property as a landscaped area containing living plant materials and allowing property owners to enhance the value of their property through the installation of artificial turf. Regulations for design standards and maintenance of artificial turf are also proposed to ensure properties utilizing artificial turf are attractive and well-maintained. Additionally, amendments in this Ordinance propose to establish reasonable standards which encourage orderly development that will enhance the character of the city. As such, proposed Ordinance No. 9805-25 furthers the purposes in the CDC. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – January 21, 2025 Revised for City Council First Reading – March 6, 2025 TA2024-07002 – Page 11 RECOMMENDATION The Development Review Committee (DRC) reviewed the proposed text amendments to the Community Development Code at the DRC meeting of July 1, 2024. The Planning and Development Department, having reviewed the requirements of the Community Development Code, recommends APPROVAL of Ordinance 9805-25. Prepared by Planning and Development Department Staff: ___________________________ Lauren Matzke, AICP Interim Planning and Development Director ATTACHMENTS: Ordinance No. 9805-25 Resume INDIVIDUAL SPEAKER Citizen Comment Card Name: 312, L Tti\sb.iJ Address: oZb?`7'k`b CT, " City: ,1-he149k. Zip: (3 3 TT Telephone Number: 7'7` CO3 6 04 Email Address: (Ai G 1-Dj•S DSC / CfteLa C Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak: J ' What is your position on the item? For Against Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0310 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Council Discussion Item In Control: Council Work Session Agenda Number: 13.1 SUBJECT/RECOMMENDATION: Billboards - Vice Mayor Allbritton SUMMARY: Page 1 City of Clearwater Printed on 4/8/2025 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0317 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Council Discussion Item In Control: Council Work Session Agenda Number: 13.2 SUBJECT/RECOMMENDATION: Strategic Downtown Discussion - Councilmember Mannino SUMMARY: Page 1 City of Clearwater Printed on 4/8/2025 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0087 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for Council Meeting In Control: Council Work Session Agenda Number: 17.1 SUBJECT/RECOMMENDATION: April Service Awards SUMMARY: 5 Years of Service: Leduan Viamonte Public Utilities Dustin Dean Public Utilities 10 Years of Service: Kyle Brynjulson Fire Joshua Bender Fire Austin Dente Fire Heather Wright Information Technology Jackelyn Richardi Fire Matthew Mauger Fire Dwayne Nash Library Fredy Ortiz Fire Andrew Sullivan Fire Autumn Jones Fire Harold Davis Public Utilities Dane Whitt Gas Daniel Negersmith Police Robert Fahey Public Works Michael Jenson Police Cara Zamudio Police 20 Years of Service: Sebastian Dembek Public Utilities 25 Years of Service: Robert DeVore Utility Customer Service 30 Years of Service: Thelma Catio Parks & Recreation Page 1 City of Clearwater Printed on 4/8/2025 File Number: ID#25-0087 STRATEGIC PRIORITY: The city of Clearwater celebrates its employees and the Superior Public Service they provide to our citizens. The city strives to attract and retain top-quality personnel through the maintenance of a competitive compensation program. The service awards are a testament to the city and our high performing government. Page 2 City of Clearwater Printed on 4/8/2025 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#25-0220 Agenda Date: 4/14/2025 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for Council Meeting In Control: Council Work Session Agenda Number: 17.2 SUBJECT/RECOMMENDATION: Arbor Day 2025 Proclamation - Ali Ismailoski, Right of Way Division Manager, Public Works Page 1 City of Clearwater Printed on 4/8/2025