1-RFLC-26-001 Capital Improvement Funding.pdf

REQUEST FOR LETTERS OF COMMITTMENT

BID NO: RFLC-26-001

BID TITLE: CAPITAL IMPROVEMENT FUNDING

PROCUREMENT DEPARTMENT

http://www.Tohowater.com.org Procurement@tohowater.com

951 MARTIN LUTHER KING BLVD.

KISIMMEE, FLORIDA 34741

SOLICITATION SCHEDULE

(Times and Dates Subject to Change by Addenda) Event Date Time

Pre-Bid Conference N/A N/A Question Deadline JANUARY 21, 2026 12:00 P.M.

Bid Due Date JANUARY 29, 2026 2:00 PM

SUBMIT BID TO: https://tohowater.bonfirehub.com

NOTICE OF ELECTRONIC BID SUBMITTAL REQUIREMENT

Toho Water Authority issues its solicitations electronically through its contracted vendor, Bonfire. Bidders shall not be permitted to hand-deliver, mail, telephone, fax, or email responses. Bids that are either received after the above-noted Submittal Deadline or transmitted outside of the designated Bonfire online portal will be rejected. If you have obtained this solicitation from a source other than Bonfire, you will not be listed on the document takers list and may not receive notification of any Addenda(s) issued. Failure to receive any issued Addenda shall not relieve the Bidder from any obligation(s) contained in the Addenda.

To access Toho Water Authority’s solicitations, any resulting Addenda, or Bid results, please go to:

https://Tohowater.bonfirehub.com. Any prospective Bidder requiring assistance with registering with Bonfire is directed to send an email to: Support@GoBonfire.com or to visit Bonfire’s online help forum at https://vendorsupport.gobonfire.com/hc/en-us.

SOLICITATION POINT OF CONTACT

Name: Jill Selby Email: Procurement@tohowater.com Title: Procurement Coordinator II Phone: 407-415-5068 mailto:procurement@tohowater.com https://tohowater.bonfirehub.com/ https://tohowater.bonfirehub.com/ mailto:Support@GoBonfire.com https://vendorsupport.gobonfire.com/hc/en-us mailto:Procurement@tohowater.com

RFLC-26-001

Table of Contents

SECTION 1. GENERAL INFORMATION AND SCOPE

1.1 INTRODUCTION:

THE TOHOPEKALIGA WATER AUTHORITY (“AUTHORITY”) HEREBY SOLICITS A SEALED TERM SHEET (“REQUEST”) FOR A DIRECT PLACEMENT

LOAN FROM FINANCIAL INSTITUTIONS IN ACCORDANCE WITH THE TERMS, CONDITIONS, AND SPECIFICATIONS OUTLINED IN THIS

REQUEST FOR LOAN TERMS(“REQUEST”) AND THE ATTACHED "SUMMARY OF PROPOSED TERMS"

1.2 PARTIES DEFINED

1.3 BACKGROUND

1.4 ADDITIONAL INFORMATION

SECTION 2. GENERAL TERMS AND CONDITIONS

2.1 CLARIFICATION OF REQUIREMENTS

2.2 EXAMINATION OF RFLC DOCUMENTS

2.3 INSTRUCTIONS FOR SUBMITTING TERM SHEET/PROPOSAL

2.4 REJECTION OR CANCELLATION OF PROPOSALS

2.5 SHAM OR COLLUSIVE PROPOSALS

2.6 NOTICE OF ADDENDA AND/OR NOTICE OF AWARD

2.7 CONTRACTUAL AGREEMENT

2.8 METHOD OF PAYMENT-NOT APPLICABLE

2.9 DISCLOSURE OF PROPOSAL CONTENT

2.10 CONE OF SILENCE

2.11 CONSULTANT COMPLIANCE REQUIREMENTS

2.12 FLORIDA BUSINESS REGISTRATION

2.13 PUBLIC ENTITY CRIMES, DISCRIMINATORY VENDORS, ANTITRUST VIOLATORS, AND SCRUTINIZED COMPANIES

2.14 DISCRIMINATORY VENDORS

2.15 ANTITRUST VIOLATORS

2.16 SCRUTINIZED COMPANIES

2.17 FOREIGN COUNTRIES OF CONCERN

2.18 E-VERIFICATION REQUIREMENT

2.19 SOCIAL/POLITICAL/IDEOLOGICAL INTERESTS

2.20 ANTI-HUMAN TRAFFICKING

2.21 COMMON CARRIER

2.22 SOVEREIGN IMMUNITY LIABILITY

2.23 PUBLIC RECORDS

2.24 INDEMNITY/HOLD HARMLESS AGREEMENT

SECTION 3. SUBMISSION REQUIREMENTS:

SECTION 4. PROPOSAL EVALUATION AND AWARD CRITERIA

SECTION 5. SUMMARY OF PROPOSED TERMS

TOHO FORMS (ATTACHED IN SEPARATE FILE)

SECTION 1. GENERAL INFORMATION AND SCOPE

1.1 INTRODUCTION:

The Tohopekaliga Water Authority (“Authority”) hereby solicits a sealed term sheet (“Request”) for a direct placement loan from financial institutions in accordance with the terms, conditions, and specifications outlined in this Request for Loan Terms(“Request”) and the attached "Summary of Proposed Terms".

1.1 (a) Purpose of the Loan:

Issuance by the Authority of not to exceed $190.0 million Tohopekaliga Utility System Revenue Note, Series 2026A (“Series 2026A Note” or “Note”) to provide funds for financing capital improvements of the utility system. The Series 2026A Note is expected to be refinanced by an approved EPA funded WIFIA loan or funds of the System on or before October 1, 2029.

1.1 (b) Security for the Loan:

The Series 2026A Note will be issued pursuant to Resolution No. 2010-008 adopted by the Authority on May 26, 2010, as amended and restated, and specifically as amended and restated by Resolution No. 2016-003 adopted by the Authority on March 9, 2016, as amended by Resolution No. 2020-002 adopted by the Authority on January 22, 2020, as further amended by Resolution No. 2024-006 adopted by the Authority on June 12, 2024.

The Series 2026A Note will be secured by a lien and pledge of Pledged Revenues, on parity with all other outstanding Authority Bonds and Notes all as further described herein in an amount sufficient for payment of principal and interest on outstanding Authority Bonds and the Series 2026A Note as they become due. The Series 2026A Note will not be secured by a debt service reserve fund.

The Series 2026A Note will be designated as a Designated Maturity Bond under the Bond

Resolution.

1.2 PARTIES DEFINED

A. The term “Toho” used in the RFLC documents refers to Tohopekaliga Water Authority.

B. The term “Proposer” refers to the firm that elects to submit a response/proposal (Term

Sheet) for this RFLC.

C. The term “Successful Proposer” or “Consultant” refers to the Proposer to whom Toho makes an award.

1.3 BACKGROUND

In 2003, Tohopekaliga Water Authority was created and established as an independent special district pursuant to the enactment by the Florida Legislature of Chapter 2003-368, Laws of Florida, as amended and codified, also known as the Tohopekaliga Water Authority Act was approved by the Governor of the State of Florida (the “Act”).

Toho was created as a special-purpose entity so that the general purpose local governments within Osceola County and adjacent areas could develop a regional approach to the governmental delivery and provision of potable water, wastewater, non-potable water and reclaimed water facilities and services, the protection of the environment, and the use of valuable water resources, which pursuant to the transfer of power clause under Article VIII, Section 4, Florida Constitution, expressly provides that each government authorized by resolution and interlocal agreement have the authority to serve within the consenting general purpose local government’s boundaries or jurisdiction.

The Authority, on July 25, 2024, entered into an agreement with the United States Environmental Protection Agency under a WIFIA Master Agreement in a principal amount of up to $292,755,618 which provides for advances to be made under supplemental loan agreements (the "WIFIA Loan Agreement"). The Authority intends to refinance the Series 2026A Note with an advance made pursuant to the WIFIA Loan Agreement.

1.4 ADDITIONAL INFORMATION

Annual Financial Reports of the Authority can be obtained on the Authority's website www.tohowater.com.

SECTION 2. GENERAL TERMS AND CONDITIONS

2.1 CLARIFICATION OF REQUIREMENTS

Questions regarding clarification or interpretation of this solicitation should be addressed in writing no later than the date and time specified on the cover page to at https://tohowater.bonfirehub.com and initiate the questions electronically through the Vendor Discussions feature. However, unless modified by a written addendum issued by the Procurement Services Office through the Bonfire portal, the specifications and conditions contained herein stand as stated. Verbal communications are neither authoritative nor binding.

Any verbal interpretation conflicting with these specifications as written should immediately be directed in writing to the Procurement Services Office. Any interpretation provided to any vendor in response to inquiries regarding this solicitation which may affect the outcome of this proposal will be furnished in writing to all Proposers via https://tohowater.bonfirehub.com.

2.2 EXAMINATION OF RFLC DOCUMENTS

It is the responsibility of each Proposer before submitting a proposal:

• To examine thoroughly the proposal documents.

• To study and carefully correlate the Proposer’s knowledge and observations of the proposal documents and such other related data; and

• To promptly notify Toho of all conflicts, errors, ambiguities, or discrepancies.

2.3 INSTRUCTIONS FOR SUBMITTING TERM SHEET/PROPOSAL

A. The deadline for submitting proposals is shown on the cover sheet. No proposal shall be considered if it arrives after the scheduled deadline.

B. Each Proposer shall submit one proposal which includes completing and submitting all required documents, attachments, bid tables, pricing sheets, and/or questionnaires. The submittal shall be in the prescribed format outlined for this solicitation on Bonfire at https://tohowater.bonfirehub.com

C. Proposals will be available for inspection within thirty (30) days of the closing date or after a Recommendation for Award has been posted, in accordance with section 119.071(1)(b), Florida Statutes. Inspections shall be by appointment during normal business hours in the Procurement Services office.

2.4 REJECTION OR CANCELLATION OF PROPOSALS

Toho reserves the right, in its sole discretion, to reject any or all proposals or parts thereof.

Proposals may be rejected if they show any omission, alteration of form, additions or deductions not called for, conditional or uninvited alternate proposals, or irregularities of any kind; however, Toho also reserves the right to waive any informality or minor deviation on proposals.

http://www.tohowater.com/

2.5 SHAM OR COLLUSIVE PROPOSALS

The proposal of any Proposer or Proposers who engages in collusive bidding shall be rejected.

Any Proposer who submits more than one proposal in such a manner as to make it appear that the proposals submitted are on a competitive basis from different parties shall be considered a collusive Proposer.

2.6 NOTICE OF ADDENDA AND/OR NOTICE OF AWARD

Notice of addenda and/or notice of award will also be posted on Bonfire at https://tohowater.bonfirehub.com.

A. Toho reserves the right to amend this solicitation any time prior to the deadline for submitting

Proposals. If it becomes necessary to revise any part of this RFLC, notice of the revision will be posted on Bonfire at https://tohowater.bonfirehub.com. If, in the opinion of the Procurement Analyst, the deadline for the submission of proposals does not provide sufficient time for consideration of any Addendum, then such deadline may be extended at Toho’s sole discretion.

B. It shall be the responsibility of each Proposer to check Bonfire (https://tohowater.bonfirehub.com) prior to submission of a proposal hereunder to determine whether any Addenda have been issued in connection with this procurement. Notwithstanding any provision to the contrary, the failure of any Proposer to receive any Addenda shall neither constitute grounds for withdrawal of its proposal nor relieve such Proposer from any responsibility for incorporating the provisions of any Addenda in its proposal.

2.7 CONTRACTUAL AGREEMENT

An Agreement will be required for this service and must be signed by the Proposer prior to execution by Toho, whereupon the Proposer/s becomes the Consultant/s upon approval. TOHO intends to award one or more service contract(s) for these services. The Agreement shall consist of the Agreement, the RFLC, and the successful Proposer’s proposal, together with any negotiated terms and pricing. The Proposer shall inform itself in full of the conditions relating to the performance of the Agreement. Failure to do so shall not relieve the successful Proposer of its obligations to furnish services, materials, and other services necessary to carry out the provisions of this solicitation and resulting Agreement. In no event shall an Agreement be considered binding upon Toho until it has been properly executed by all parties.

2.8 METHOD OF PAYMENT-Not Applicable.

2.9 DISCLOSURE OF PROPOSAL CONTENT

All material submitted shall become the property of Toho and may be returned at Toho’s option.

Toho has the right to use any or all ideas presented in any reply to this proposal. Toho’s selection or rejection of any proposal will not affect this right.

Toho is governed by Florida’s Public Record Law, as set forth in Chapter 119, Florida Statutes.

Only trade secrets, as defined in section 812.081(1)(c), Florida Statutes, or financial statements required by Toho, as defined in section 119.071(1)(c), Florida Statutes (collectively “Confidential Materials”), may be exempt from disclosure. If a Proposer submits Confidential Materials, the information must be segregated, accompanied by an executed Non-Disclosure Agreement for Confidential Materials and each pertinent page must be clearly labeled “confidential” or “trade secret.” Toho will not disclose such Confidential Materials, subject to the conditions detailed within the Agreement, a copy of which is attached to this solicitation. When such segregated and labeled materials are received with an executed Agreement, Toho shall execute the Agreement and send the Proposer a “Receipt for Trade Secret Information.”

RETURN THIS FORM ONLY IF CONFIDENTIAL MATERIALS ARE INCLUDED IN THE

PROPOSAL. PLEASE READ THE SECTION IN THE RFLC DOCUMENT TO DETERMINE IF

THIS APPLIES.

2.10 CONE OF SILENCE

Firms are hereby advised that a cone of silence applies to this solicitation. Accordingly, communications regarding this matter are prohibited between anyone that seeks a contract related to this solicitation including firms or each firm’s representatives (or any intermediary on their behalf) and any Toho Board member, Toho staff, the Executive Director, counsel, deputies, assistants and support staff, or any advisor or person who evaluates or recommends selection or that may make an award in this solicitation process. The cone of silence and the prohibition on communication shall begin immediately upon the date of advertising and terminate upon the date of award or termination of this request by Toho. All oral or written questions and inquiries must be directed to the point of contact listed on the cover page of this solicitation. The response of any firm which violates the cone of silence may be rejected or disqualified.

2.11 CONSULTANT COMPLIANCE REQUIREMENTS

The successful Consultant shall comply with all local, State, and Federal statutes, regulations, directives, and orders as applicable to the services provided and offered to Toho.

2.12 FLORIDA BUSINESS REGISTRATION

The Awarded Proposer must be eligible and registered to do business in the State of Florida.

Information regarding registration can be found at the Florida Department of State, Division of Corporations website at http://dos.myflorida.com/sunbiz .

2.13 PUBLIC ENTITY CRIMES, DISCRIMINATORY VENDORS, ANTITRUST VIOLATORS, AND

SCRUTINIZED COMPANIES

Pursuant to Subsections 287.133(2) and (3), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid or proposal on a contract to provide any goods or services to a public entity, may not submit a bid or proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids or proposals on leases of real property to a public entity, may not be awarded or perform work as a Consultant, supplier, subconsultant, or consultant under a contract with any 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.

2.14 DISCRIMINATORY VENDORS

Pursuant to Subsection 287.134(2)(a), Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Consultant, supplier, subconsultant, or consultant under a contract with any public entity;

and may not transact business with any public entity.

2.15 ANTITRUST VIOLATORS

Pursuant to Subsection 287.137(2)(a), Florida Statutes, a person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a http://dos.myflorida.com/sunbiz public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a Consultant, supplier, subconsultant, or consultant under a new contract with a public entity; and may not transact new business with a public entity. At all times during the performance of the Services, CONSULTANT shall comply with Title VII of the Civil Rights Act of 1964, as amended, and the Florida Civil Rights Act of 1992. CONSULTANT shall not discriminate in any form or manner against its employees or applicants for employment on the basis of race, color, national origin, religion, sex, age, handicap, or marital status. Further, CONSULTANT shall comply with all applicable rules, regulations or executive orders promulgated to give effect to the Civil Rights Act of 1964, as amended.

2.16 SCRUTINIZED COMPANIES

Pursuant to Section 287.135, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods or services of any amount if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel; or One million dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company: (a) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, created pursuant to Section 215.473, Florida Statutes; or (b) is engaged in business operations in Cuba or Syria.

2.17 FOREIGN COUNTRIES OF CONCERN

Pursuant to Section 287.138, Florida Statutes, Toho may not enter into a contract with an entity that gives access to an individual’s personal identifying information if the entity is owned, controlled, or organized under the laws of a Foreign Country of Concern which includes: the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, the Syrian Arab Republic, or any other entity or agency under the significant control of such Foreign Country of Concern.

2.18 E-VERIFICATION REQUIREMENT

In accordance with Section 448.095, Florida Statutes, the Awarded Proposer shall be registered with and utilize the U.S. Department of Homeland Security’s E‐Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. To ensure compliance with this provision.

2.19 SOCIAL/POLITICAL/IDEOLOGICAL INTERESTS

Proposers are hereby notified that Section 287.05701, Florida Statutes, requires that Toho may not request documentation of or consider a Proposer’s social, political, or ideological interests when determining if the vendor is a responsible Proposer and may not give preference to a Proposer based on the Proposer’s social, political, or ideological interests.

2.20 ANTI-HUMAN TRAFFICKING

Consultant hereby represents, warrants, and certifies that Consultant does not use coercion for labor or services as defined in Section 787.06, Florida Statutes and that Consultant has provided the affidavit attached hereto as Toho Form #TOH-240.

2.21 COMMON CARRIER

If Vendor meets the definition of “Common Carrier” under Section 908.111, Florida Statutes, then Vendor shall execute an attestation in conformity with Section 92.525, Florida Statutes, that the common carrier or contracted carrier is not willfully providing and will not willfully provide any service during the contract term in furtherance of transporting a person into the State of Florida knowing that the person is an unauthorized alien, except to facilitate the detention, removal, or departure of the person from this state or the United States. Such attestation must be provided to Toho prior to commencement of this Contract. In accordance with Section 908.111, Florida Statutes, Toho may terminate this Contract for cause if Vendor is found to be in violation of this provision or its attestation.

2.22 SOVEREIGN IMMUNITY LIABILITY

Toho expressly retains all rights, benefits, and immunities of sovereign immunity, in accordance with section 768.28, Florida Statutes. Notwithstanding anything set forth in any paragraph, section, or article of the Contract Documents to the contrary, nothing in the Contract Documents shall in any manner be deemed as a waiver of the sovereign immunity or limits of liability which may have been or may be adopted by the Florida Legislature. In no event shall the Vendor be entitled to recover from Toho any indirect, incidental, or consequential damage in any proceeding arising out of or relating to this Contract or breach thereof. Without waiver of the foregoing limitation on Toho’s liability, the cap on the amount and liability of Toho for damages, attorney fees and costs, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the Florida Legislature for tort. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim against Toho which would otherwise be barred under the Doctrine of Sovereign Immunity or operation of law.

2.23 PUBLIC RECORDS

Each Proposer, by submitting a proposal, acknowledges the agency’s legal obligation in accordance with Chapter 119 of the Florida Statutes, to respond to all public records requests in a timely manner and expressly waives any right to contest, impede, prevent or delay such disclosure, or to initiate any proceeding that may have the effect of impeding, preventing or delaying such disclosure, unless the Proposer establishes its right to a public records exception.

It is the responsibility of the Proposer alone to establish its right to any such exception. Under no circumstances will Toho be responsible or liable to a Proposer or any other party as a result of disclosing any such information or materials.

Each Proposer may clearly mark each page of the Bid that contains trade secrets or other confidential commercial or financial information which the Proposer believes should not be disclosed outside of Toho. Disclosure of requested information will be determined in accordance with Florida laws, rules, and regulations. Proposers are informed that Toho is subject to the Florida Public Records and Sunshine Laws.

Each Proposer, by submitting a proposal acknowledges and agrees that if awarded a contract as a result of this RFLC the following conditions will be made a part of the contract. Vendor must keep and maintain all public records required by Toho in order to perform services under this Contract.

Upon request from Toho’s custodian of public records, Vendor shall provide Toho with a copy of the requested public records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Vendor shall ensure that public records that are exempt or confidential and exempt from public records disclosed are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Vendor does not transfer the records to Toho.

Upon completion of the contract, Vendor shall transfer, at no cost, to Toho all public records in the possession of the Vendor or keep and maintain public records required by Toho to perform the service under this contract. If the Vendor transfers all public records to Toho upon completion of the contract, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the contract, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Toho, upon request from Toho’s custodian of public records, in a format that is compatible with the information technology systems of Toho.

Each Proposer, by submitting a proposal further understands that if awarded a contract, the following instructions will apply throughout the life of the contract.

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,

CONTACT TOHO’S CUSTODIAN OF PUBLIC RECORDS AT THE

FOLLOWING:

RECORDS RETENTION

951 MARTIN LUTHER KING BLVD.

KISSIMMEE, FLORIDA 34741

(407) 483-3822

PUBLICRECORDSREQUESTS@TOHOWATER.COM

2.24 INDEMNITY/HOLD HARMLESS AGREEMENT

Consultant shall protect and defend at Consultant's expense, counsel being subject to Toho's approval, and indemnify and hold harmless Toho and Toho's officers, employees, volunteers, and agents from and against any and all losses, penalties, fines, damages, settlements, judgments, claims, costs, charges, expenses, or liabilities, including any award of attorney fees and any award of costs, in connection with or arising directly or indirectly out of any act or omission by the Consultant or by any officer, employee, agent, invitee, subconsultant, or sublicensee of the Consultant. Without limiting the foregoing, any and all such claims, suits, or other actions relating to personal injury, death, damage to property, defects in materials or workmanship, actual or alleged violations of any applicable statute, ordinance, administrative order, rule or regulation, or decree of any court shall be included in the indemnity.

SECTION 3. SUBMISSION REQUIREMENTS:

A. Provide a cover letter on the institution’s letterhead that includes:

1. Statement of Interest

2. Confirmation that the institution is duly authorized to conduct business.

3. Contact information for the primary representative.

B. Proposed Financing Terms-Provide a complete term sheet including:

1. Proposed interest rate

2. Rate lock period

3. Repayment structure

4. Fees

5. Collateral/security requirements

6. Covenants

7. Conditions precedent

8. Any required reserves

C. Credit Approval-Provide confirmation of the institution’s internal credit approval

1. Credit approval memo or certification

2. Confirmation of credit committee approval of timeline

3. Statement that the commitment is firm, subject only to customary closing conditions.

D. Bank/Institution Qualification Requirements

1. Evidence of capital adequacy and /or rating information

2. Most recent audited financial statements

3. Confirmation that institution is not suspended or debarred

4. Statement regarding any litigation or regulatory actions that could affect performance

E. Disclosure of Conflicts of Interest- Provide a brief statement regarding no conflict of interest with Authority.

F. Required Forms and Certifications-Separate attachments FL-00200 - Florida Vendor Eligibility Requirements TOH-120 - Affidavit of Non-Collusion and of Non-Interest of Toho Employees TOH-200 - E-Verification Use and Registration Certification TOH-320 - Drug-Free Workplace Compliance Form TOH-240 – Anti-Human Trafficking Affidavit

G. Term Sheet Letter Draft that includes:

1. All proposed financial terms

2. Expiration date of the commitment

3. Conditions precedent to closing

4. Any required documentation

H. Proposed Timeline

1. Ability to meet procurement timelines

2. Expected closing date

3. Any timing constraints

SECTION 4. PROPOSAL EVALUATION AND AWARD CRITERIA

Upon receipt of submittals, Toho will evaluate all responses based on the quality of the submittals in accordance with the ability to meet requirements, deliver services and demonstrate the experience and qualifications in Section 3. Toho shall select from the submittals received the firms that in its estimation are the most qualified and responsive to the requirements described in Section 3 and vision set forth in this RFLC.

No specific points criteria will be used for evaluation. Toho will consider the recommendation of staff and recommend for award to the Consultant it determines in its sole and absolute discretion to best meet the needs of Toho. Toho reserves the right to accept or reject any or all submittals received with or without cause and to waive any failure to comply with any requirement of this

RFLC.

SECTION 5. SUMMARY OF PROPOSED TERMS

Borrower:

Note Purchaser:

Series 2026A Note:

Amount: Aggregate principal amount of the Note shall not exceed $190,000,000.

Purpose: Proceeds of the Bonds shall be used for Eligible Project Costs to finance various water system capital improvements and to pay costs of issuance.

Repayment: Interest payments on the outstanding balance of the Facility will be calculated on a 30/360-day basis and will be paid semiannually on April 1 and October 1, beginning October 1, 2026, with all Principal and Accrued interest due at Maturity.

Maturity: [October 1, 2029]

Interest Rate: The following fixed rate option is offered:

Prepayment: The Authority prefers that the Note allows for prepayment without premium or penalty four months prior to maturity.

5.1 FEES AND EXPENSES

The Borrower(s) shall pay to the Purchases on demand any and all costs and expenses

(including, without limitation, reasonable attorney’s fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Purchases in connection with the preparation, review, administration, and enforcement of all documents related to the Credit Facilities, regardless of whether this transaction closes.

The Purchaser expects to utilize __________________________as counsel to represent the Purchaser and review the applicable documents drafted by Bond Counsel. For review, legal fees are estimated at $__________ plus disbursements, if applicable.

5.2 FINANCED AMOUNT

An amount not to exceed $190,000,000, to be issued as a revenue note secured by the Authority’s Utility System revenues.

5.3 TAX STATUS:

The Series 2026A Note will be issued as a non-bank tax-exempt obligation.

5.4 AWARD DATE:

The Authority anticipates awarding the loan on or before Wednesday, March 25, 2026.

5.5 FUNDING DATE:

Funding of the Note is expected to occur on or before April 1, 2026.

Commitments shall be binding until March 24, 2026.

TOHO FORMS (ATTACHED IN SEPARATE FILE)

FL-00200 - Florida Vendor Eligibility Requirements TOH-120 - Affidavit of Non-Collusion and of Non-Interest of Toho Employees TOH-200 - E-Verification Use and Registration Certification TOH-320 - Drug-Free Workplace Compliance Form TOH-240 – Anti-Human Trafficking Affidavit