Tax-Exempt_General_Obligation_Note_(Addendum_#1_Revision).pdf

City of New Smyrna Beach

210 Sams Avenue New Smyrna Beach, FL 32168 https://www.cityofnsb.com/

RFP 27-25-FIN

TAX-EXEMPT GENERAL OBLIGATION NOTE

RELEASE DATE: September 26, 2025 DEADLINE FOR QUESTIONS: October 7, 2025

RESPONSE DEADLINE: October 15, 2025, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://procurement.opengov.com/portal/cityofnsb https://procurement.opengov.com/portal/cityofnsb?status=all

City of New Smyrna Beach

RFP 27-25-FIN

Tax-Exempt General Obligation Note

I. Public Notice II. Introduction

III. Loan Specific IV. Due Dates V. Response Format and Miscellaneous

VI. General Information VII. Required Responses

Attachments:

A - Public Records B - Appendix A C - Appendix B D - Required Forms

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I. Public Notice

27-25-FIN

Tax-Exempt General Obligation Note

The City of New Smyrna Beach, Florida (the “City”) is requesting proposals from financial institutions for a tax-exempt, fixed rate loan (the “Loan”) to a) finance and/or reimburse the cost of acquisition of lands along the Turnbull Creek Watershed and b) to fund the issuance costs associated with the Loan. The obligation to repay the Loan will be evidenced by a General Obligation Note (the “Note”).

Solicitation documents can be obtained through the City's eProcurement Portal found at https://procurement.opengov.com/portal/cityofnsb

End of Advertisement

Publish: Daytona News Journal, Friday, September 26, 2025 City website: www.cityofnsb.com OpenGov: https://procurement.opengov.com/portal/cityofnsb

II. Introduction

Thank you for your interest in doing business with the City of New Smyrna Beach, Florida.

If you are interested in preparing a response to this solicitation, please read the solicitation package in its entirety prior to submitting a response.

Under Chapter 119, Florida Statutes, all responses to this solicitation shall be considered public record, subject to distribution pursuant to the request for records by any interested party.

II.A Summary

The City of New Smyrna Beach, Florida (the “City”) is requesting proposals from qualified financial institutions for a tax-exempt, general obligation fixed rate loan (the “Loan”) to a) finance and/or reimburse the cost of acquisition of lands along the Turnbull Creek Watershed and b) to fund the issuance costs associated with the Loan.

Hilltop Securities Inc., Orlando, Florida, as Financial Advisor to the City in connection with the Loan, will be assisting the City with respect to the Loan. The City’s Purchasing Agent will oversee the solicitation process and work closely with the Financial Advisor.

The Financial Advisor will evaluate all submittals and provide a comprehensive analysis as to the merits and contents of the proposals. The city will make the final determination and

3 | P a g e recommendation selecting the financing proposal that provides the lowest overall borrowing cost and meets the financing requirements of the city.

II.B Background

The City serves an area of 41.6 square miles in size and serves a population of approximately 33,402. It is located off of Florida’s East Coast, in the County of Volusia, just north of Cape Canaveral with easy access to both Interstate 95 and Interstate 4. The City’s fiscal year begins on October 1st and ends on September 30th.

On November 6, 2018, voters approved the issuance of general obligation bonds in an aggregate principal amount not exceeding $15,000,000 for the purpose of financing the acquisition of lands along the Turnbull Creek Watershed. On August 29, 2019, the City issued a $9,500,000 General Obligation Note, Series 2019, and has $5,500,000 remaining authorization under the referendum.

The full faith, credit and taxing power of the City shall be pledged for the full and prompt payment of the principal, interest, and redemption premiums, if any on the Note. The City shall, each year, levy and collect a direct ad valorem tax, without limitation as to the rate or amount, on all taxable property within the City sufficient to pay the debt service on the Note for such year. Such tax shall be assessed, levied and collected at the same time and in the same manner as City ad valorem taxes are assessed, levied and collected, and shall be in addition to all other taxes authorized to be levied by the City.

Information on the City’s government and financial information can be found in City of New Smyrna’s Annual Comprehensive Annual Financial Reports (ACFR) and the annual adopted budget. These reports may be viewed from the following links:

FY 2024 ACFR: https://www.cityofnsb.com/DocumentCenter/View/21930/14295ACFR24-Final- City-of-New-Smyrna-Beach

FY 2023 ACFR: https://www.cityofnsb.com/ArchiveCenter/ViewFile/Item/2095

FY 2022 ACFR: https://www.cityofnsb.com/ArchiveCenter/ViewFile/Item/2094

FY 2025 Budget Book:

https://www.cityofnsb.com/DocumentCenter/View/21549/FY25_BUDGET-BOOK?bidId=

II.C Contact Information

Janet Vivian Purchasing Agent Email: jvivian@cityofnsb.com Phone: (386) 410-2600 Ext: 2654 Department:

Purchasing https://www.cityofnsb.com/DocumentCenter/View/21930/14295ACFR24-Final-City-of-New-Smyrna-Beach https://www.cityofnsb.com/DocumentCenter/View/21930/14295ACFR24-Final-City-of-New-Smyrna-Beach https://www.cityofnsb.com/ArchiveCenter/ViewFile/Item/2095 https://www.cityofnsb.com/ArchiveCenter/ViewFile/Item/2094 https://www.cityofnsb.com/DocumentCenter/View/21549/FY25_BUDGET-BOOK?bidId= mailto:jvivian@cityofnsb.com tel:(386)410-2600;ext=2654

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II.D Timeline

Times listed are Eastern Standard Times (EST) and are tentative, they may be subject to change.

Issue RFP Notice September 26, 2025

Deadline for Written Questions October 7, 2025, 5:00pm

Proposal Submission Deadline October 15, 2025, 2:00pm

Opening of Submittals October 15, 2025, 2:30pm Microsoft Teams Meeting, click link to join meeting:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00Y WQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thre ad.v2/0?context=%7b%22Tid%22%3a%22e8a2 d9f9-0bd2-4e4a-ae4c- 4a9092138ff8%22%2c%22Oid%22%3a%22358 0558d-a61c-452f-b761-445deb37149f%22%7d

Meeting ID: 237 799 482 541 0 Passcode: RZ3yY6GS

Or call in (audio only): 786-636-1338 Phone Conference ID: 409 220 821#

Evaluation Meeting October 17, 2025 Microsoft Teams Meeting, click link to join meeting:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00 ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40threa d.v2/0?context=%7b%22Tid%22%3a%22e8a2d 9f9-0bd2-4e4a-ae4c- 4a9092138ff8%22%2c%22Oid%22%3a%22358 0558d-a61c-452f-b761-445deb37149f%22%7d

Meeting ID: 224 586 826 853 3 Passcode: LY2qZ9ub

Or call in (audio only): 786-636-1338 Phone Conference ID: 209 843 155# https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d

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Recommendation of award to City Commission

November 11, 2025

Closing of the Loan November 14, 2025

III. Loan Specific

III.A Purpose of the Loan

The City of New Smyrna Beach, Florida (the “City”) is requesting proposals from financial institutions for a tax-exempt, fixed rate loan (the “Loan”) to a) finance and/or reimburse the cost of acquisition of lands along the Turnbull Creek Watershed and b) to fund the issuance costs associated with the Loan. The obligation to repay the Loan will be evidenced by a General Obligation Note (the “Note”).

The City shall accept and review proposals from qualified financing institutions based upon the proposed financing structure outlined below.

III.B Structure of Financing

Amount:

Up to $5,500,000

Closing Date: Expected on or before November 14, 2025

Interest Rate: Bank Qualified (BQ), Tax-Exempt fixed interest rate for the entire term of the Loan

Final Maturity: July 1, 2045 Prepayment: The city requests the ability to prepay the Loan without penalty in whole or in part; alternative prepayment options may be considered.

Interest Payments Dates:

Semiannually on January 1st and July 1st, commencing January 1, Interest Compounding:

None

Interest Day Count Method:

Please specify in proposal

Principal Payment Dates:

Annually, commencing July 1, 2026. See Appendix A for preliminary principal amortization schedule.

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III.C Tax-Exempt Obligation

The City agrees to take such actions as may be required by U.S. Treasury regulations in order to maintain the tax-exempt status of the Note.

III.D No Yield Maintenance Covenants

The only yield maintenance provision (interest rate adjustment) the City willingly provides is one of taxability imposed by final judgement of the IRS and due from the holder which results solely from the City’s actions or inactions.

III.E Acceleration

The Loan will not be subject to acceleration of principal under an event of default.

III.F Documentation

Bryant Miller Olive P.A. (“Bond Counsel”) shall prepare the Note and other documents to close the Loan. The selected bank will be furnished, without charge to the bank, the opinion of the City’s Bond Counsel, regarding the tax-exempt status of the Loan and approving the legality of the Loan together with the closing certificates and documents related to the transaction.

At closing, the financial institution will be required to make certain certifications, including, but not limited to, signing a closing certificate that:

A. it is making the Loan for its own account, does not currently intend to syndicate the Note, will take no action to cause the Note to be characterized as a security, and will not treat the Note as a municipal security for purposes of the securities law;

B. it is not acting as a broker or other intermediary, and is funding the Note from its own capital for its own account, and not with a present view to a resale or other distribution to the public, and currently intends to hold the Loan to the earlier of maturity or redemption;

C. the Note will not be used in the future on a securitized transaction and is not a municipal security;

D. it understands that the Loan is evidenced by a note and the note is issued in a single denomination equal to the aggregate principal amount of the Loan and may not be transferred except in whole and will not be transferred to any kind of trust under any circumstances, and confirming that it understands the Loan may not be transferred in a denomination less than $100,000 even in whole;

E. the Note will only be sold to a Permitted Lender in whole, with the City’s consent.

“Permitted Lender” means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State of Florida;

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F. the Lender is a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes, and is an “accredited investor”;

G. it has in its possession or has had access to all material information concerning the security and sources of payment of the Note, and, as a result thereof, is thoroughly familiar with the nature and risks of making the Loan and purchasing the Note. It has been afforded access to all material information and has had sufficient opportunity to discuss the business of the City and the projects financed with the proceeds of the Note, with its officers, employees and others, and has been permitted to make an investigation of the City and its operations. It does not require any further information or data concerning the City. In making the Loan and purchasing the Note, it has relied solely upon its own investigation, examination, and evaluation of the City and other relevant matters, and has not relied upon any statement or materials which have not been supported by its own investigation and examination. It has knowledge and experience in financial and business matters, particularly in tax‐exempt obligations, and is capable of evaluating the merits and risks of making the Loan and purchasing the Note and has determined that it can bear the economic risk of making the Loan and purchasing the Note;

H. it is not funding the Loan for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes;

I. it understands that the Loan is not a municipal security and that, unless otherwise required, no filing may be made with respect to the Loan with EMMA, the Municipal Securities Rulemaking Board continuing disclosure site;

J. there will be no CUSIPs obtained on the Loan; and

K. there will be no credit rating obtained on the Loan

The selected financial institution shall also be required to execute such additional certifications or acknowledgments as are customary on similarly structured municipal finance transactions, as reasonably determined by Bond Counsel.

IV. Due Dates

Submittals shall be in strict compliance with the requirements listed herein. Failure to comply with all provisions of this solicitation may result in disqualification.

IV.A Evaluation Committee and Evaluation Factors

The City’s Financial Advisor will provide staff with comments and analysis of the received proposals based on the following criteria:

• Cost

• Terms & Conditions

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• Structure

• Covenants

TOTAL POSSIBLE POINTS 100

IV.B Inquires and Ambiguity

All questions related to this RFP shall be submitted in writing via the OpenGov Procurement Question/Answer Tab via the City's e-Procurement portal, on or before, 5:00 pm on Tuesday, October 7, 2025. Please include the section title for each question, if applicable, in order to ensure that questions asked are responded to correctly.

Proposers must clearly understand that the only official answer or position of the City shall be the one stated in writing by the City and posted in the City's e-Procurement portal. All questions submitted and answers provided shall be electronically distributed to proposers following this solicitation on the City's e-Procurement Portal.

When asking questions, please be sure to enter each question separately.

IV.C Submittal Due Date

Electronic proposals shall be submitted through the City’s e-Procurement Portal and will be received until 2:00 pm on Wednesday, October 15, 2025.

Proposals received after the designated time will not be permitted. Proposal Documents are available on OpenGov Procurement and the City’s website (www.cityofnsb.com). For further information, please e-mail the Purchasing Agent at purchasing@cityofnsb.com.

The City reserves the right to reject any or all proposals, waive informalities, and the award, if award is made, shall be made to the responsible respondent whose qualifications indicate that the award complies with the prescribed requirements.

The City of New Smyrna Beach reserves the right to retain all proposals submitted regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City of New Smyrna Beach and the firm selected.

There is no expressed or implied obligation for the City of New Smyrna Beach to reimburse responding firms for any expenses incurred in preparing proposals in response to this request.

IV.D Opening of Proposals

Electronic proposals will remain sealed until the time of opening listed in Section II of this document. The received proposals will be publicly opened, and the proposers' names will be read aloud. There will be no other discussion at this time. It is important to note that this is public meeting, and the meeting will be recorded.

http://secure.procurenow.com/portal/cityofnsb https://procurement.opengov.com/portal/cityofnsb?status=all https://www.cityofnsb.com/ mailto:purchasing.coordinator@cityofnsb.com

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Click link to join the meeting: Join the Meeting Now Meeting ID: 237 799 482 541 0 Passcode: RZ3yY6GS or call in (audio only): 786-636-1338, Phone Conference ID: 409 220 821#

IV.E Evaluation Criteria and Evaluation Meeting

The City’s Financial Advisor will provide staff with comments and analysis of the received proposals based on the following criteria:

• Cost

• Terms & Conditions

• Structure

• Covenants

The time and date of Evaluation meeting is provided in Section II of this document and on the city website.

May also click the following link to join the meeting: Join the Meeting Now Meeting id: 224 586 826 653 3 Passcode: LY2qZ9ub or call in (audio only): 786-636-1338 Phone Conference ID: 209 843 155 #

A submission of a proposal to the City offers no rights upon the respondent nor obligates the City in any manner. Acceptance of a proposal does not guarantee issuance of any other governmental approvals.

If made, the recommendation of award will be made to the best overall respondent whose proposal is most advantageous to the City, taking into consideration the evaluation factors set forth in this solicitation. The City will not use any other factors or criteria in the evaluation process.

The consensus of the committee will be the deciding factor on how to move forward.

V. Response Format and Miscellaneous

Submittals shall be in strict compliance with the requirements listed herein. Failure to comply with all provisions of this solicitation may result in disqualification.

V.A Response Format

In order to assist the City and Hilltop Securities in reviewing the responses, each proposal should include the following information.

A. The legal name of the bank and the primary bank contact person(s) (include address, telephone number, and e-mail address).

https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzkzZjk4ZTgtZWFlMC00YWQ0LWE1YTYtN2UyNWZmNDRlY2Mw%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZjMwNzQ4ZjEtNmI4MC00ZGI4LWJlMDAtM2ExMTUxMjM4Mjhl%40thread.v2/0?context=%7b%22Tid%22%3a%22e8a2d9f9-0bd2-4e4a-ae4c-4a9092138ff8%22%2c%22Oid%22%3a%223580558d-a61c-452f-b761-445deb37149f%22%7d

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B. A tax-exempt, fixed interest rate for the full term of the Loan. The proposal shall give a stated time in which the proposed rate will be held as well as the index in which the rate shall be calculated should the stated time elapse. The proposal should acknowledge the preliminary Loan amortization schedule provided in Appendix A and acknowledge there may be adjustments to the preliminary amortization schedule in order to achieve the desired debt service structure based upon the final interest rate and Loan size.

C. Describe in detail all fees and expenses which the City will be responsible to pay to the bank, including its legal counsel. The City has retained Bond Counsel to prepare the Loan documents. The amounts stated in the proposal shall represent the maximum amounts payable to the Bank by the City. All fees and expenses, with the exception of those of Bond Counsel and Financial Advisor, in excess of those stated in the proposal shall be the sole responsibility of the Bank and will not be paid or reimbursed by the City.

D. A listing of all conditions, covenants, terms or restrictions, other than those specified in this RFP, which would be included in your commitment to provide the Note. Certain covenant requirements, including but not limited to cross-default with other City debt, or those that create notice defaults not subject to a cure period, may be deemed non-responsive to this request.

V.B Miscellaneous

A. The City will not accept proposals that include: (i) reserve requirements or other restrictions to revenues or requirements to maintain minimum balances in any bank account as a condition for the Note; (ii) which require the bank, directly or indirectly, to approve the issuance of additional indebtedness under the resolution; or (iii) that provide for covenant events of default without an opportunity to cure.

B. The City reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive any irregularities or informalities in any proposal or in the bidding, and to accept or reject any items or combination of items. Further, the City has the right to reject any proposal not meeting the requirements of this RFP. Moreover, if the City rejects all proposals, the City reserves the right to negotiate with any of the proposers or any other entity to secure the intended financing. The City reserves the right at any time, including after the opening and review of the proposals, to ask questions and seek clarification and additional information in regards to the proposals submitted. If a bank financing proposal is selected, the award will be to the financial institution whose response best complies with the requirements set forth in this RFP and whose bid, in the opinion of the City and its Financial Advisor, is in best interest of the City, taking into consideration all aspects of the proposers’ response. The City is not obligated to accept the lowest proposal. The award is subject to approval by the City Commission and contingent upon execution of the Note and other closing documents acceptable to the City. The City reserves the right, for any reason, to rescind any award prior to the execution of the Note without liability to the City.

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C. Changes to this RFP may be made by and at the sole discretion of the City. It is the bidder’s responsibility to check for any addenda. During the proposal evaluation process, the City reserves the right to request additional information or clarifications from the proposers, or to allow, in the City’s sole discretion, corrections of errors or omissions in a proposal.

D. The City shall not be liable for any expenses incurred in connection with the preparation of a response or proposal to this RFP. By submitting a proposal in response to this RFP, the bank waives and releases any and all right to make claims for reimbursement of proposal preparation costs against the City and its officers, officials, employees, attorneys and agents.

E. All requests for clarification or additional information should be received no later than 5:00 pm on Tuesday, October 7, 2025, directed in writing to the Procurement Contact under Section B.

F. Federal, State, City and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the bank will in no way be a cause for relief from responsibility.

G. No successful offeror may assign any portion of the contractual agreement between the parties without prior written authorization by the City.

H. The bank, in submission of its proposal, warrants to the City that it will comply with all applicable Federal, State and local laws, regulations and orders in providing the services under the proposed documents.

I. Public Records Law. In accordance with Chapter 119, Florida Statutes, the Public Records Act, all Proposers should be aware that this Request for Proposals, and Proposals submitted in response thereto, are made in the public domain, and are subject to disclosure, except to the extent expressly exempted or made confidential under the Public Records Act. In accordance with Section 119.071(1)(b), Florida Statutes, Proposals submitted in response to this Request for Proposals are temporarily exempt from public disclosure until such time as the City provides notice of an intended decision, or until thirty (30) days after opening the Proposals, whichever occurs earlier. The Proposal submitted by you may contain information, which is designated “confidential” or “exempt” from disclosure under the Public Records Act and other applicable laws. If your Proposal contains such information, you are required to advise the City with specificity the applicable law making those provisions exempt or confidential from disclosure and the specific information considered exempt. A generic notation that information is “exempt” or "confidential" will not suffice. Failure to provide a detailed explanation and justification including statutory cites and specific reference to your Proposal detailing what provisions, if any, you believe are exempt from disclosure, may result in your Proposal or any portion thereof, being subject to disclosure in accordance with Chapter 119 of the Florida Statutes. If the City determines that the cited provisions of law are inapplicable or otherwise do not justify exemption or confidentiality, the City shall have the right to release such information and records for public inspection and copy in

12 | P a g e accordance with the Public Records Act. By submitting a proposal, the Proposer holds the City and its officers, officers, employees, attorneys and agents harmless concerning the disclosure of information contained within the Proposal.

J. Discrimination; Florida Statutes, 287.134(2)(a): 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 contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

K. Prohibition Against Considering Social, Political Or Ideological Interests In Government Contracting -- F.S. 287.05701: Bidders are hereby notified of the provisions of section 287.05701, Florida Statutes, as amended, that the City will not request documentation of or consider a Bidder's social, political, or ideological interests when determining if the Bidder is a responsible Bidder. Bidders are further notified that the City's governing body may not give preference to a Bidder based on the Bidder's social, political, or ideological interests.

L. Public Entity Crime; Florida Statutes, 287.133(2)(a): 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, 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 contractor, supplier, subcontractor, 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 s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

V.C Complete Copy of Submittal

Upload as one (1) PDF document a complete copy of the proposal, including cover page (if any), term sheet, City required forms, and addendums. Proposal must be in a professional format and signed by an authorized officer of your organization.

VI. General Information

VI.A Ambiguity, Conflict, or Other Errors in the Solicitation

If a respondent discovers any ambiguity, conflict, discrepancy, omission, or other error in the solicitation, the respondent shall immediately notify the Purchasing Department, noted herein, 13 | P a g e of such error in writing and request modification or clarification of the document. The City shall make modifications by issuing an addendum through the City's e-Procurement portal. No interpretation shall be considered binding unless provided in writing by the City of New Smyrna Beach.

The respondent is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or other error in the solicitation prior to submitting the proposal or it shall be waived.

VI.B Americans with Disabilities Act

Persons with disabilities needing special accommodation at public meetings should contact the Purchasing Department at 386-410-2654, no later than seven (7) days prior to the appropriate date on which the accommodation is requested.

VI.C Cone of Silence/Lobbying

Lobbying is defined as any action taken by an individual, firm, association, joint venture, partnership, syndicate, corporation, and/or all other groups who seek to influence the governmental decision of a City Commission Member, the City Manager, any requesting or evaluating Department/Division/Office personnel and/or any member of the Evaluation Committee concerning an active solicitation during the black-out period.

A lobbying black-out period commences upon the issuance of this solicitation document.

If a recommendation to award is presented to City Commission for approval or for a request to provide authorization to negotiate a Contract(s) and the City Commission refers the item back to the City Manager, Procurement Department and/or the requesting Department further review or otherwise does not take action on the item, the Cone of Silence/Lobbying Black-out Period will be reinstated until such time as the City Commission meets to consider the item for action.

Bidders, respondents, potential vendors, service providers, lobbyists, consultants, or vendor representatives shall not contact any City Commission member, the City Manager and/or any member of the evaluation committee concerning an active solicitation during the Cone of Silence/Lobbying Black-out Period.

VI.D Conflict of Interest

Submitted proposals shall include a completed Conflict-of-Interest Affidavit provided as an attachment in Section 9 of this solicitation. Disclosure of any potential or actual conflict of interest is subject to City staff review and does not in and of itself disqualify a firm from consideration.

These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution.

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VI.E E-Verify

The E-Verify System means an internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees.

Pursuant to Florida Statute 448.095, any new contract or renewal with a public agency requires the vendor and any subcontractor thereof to register with and use the E-Verify system to verify the work authorization status of all new employees working in the state of Florida or the United States. If the contractor or vendor enters into a contract with a subcontractor, the subcontractor must provide an affidavit to the contractor or vendor that states that the subcontractor does not employ any unauthorized alien in Florida or the United States. The contractor shall provide and maintain proof of compliance with this statute upon request.

Information on registration for and use of the E-Verify System can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify.

Every Vendor shall, upon request, provide evidence of compliance with this provision to the Owner. Failure to comply with this provision is a material breach of an Agreement, and the Owner may choose to terminate the Agreement at its sole discretion. The Vendor may be liable for all costs associated with the Owner securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary).

VI.F Federal and State Tax

The City of New Smyrna Beach is exempt from Federal and State Sales and Use Taxes for tangible personal property. Consultants doing business with the City shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the City nor shall any Consultant be authorized to use the City’s Tax Exemption Number in securing such materials.

VI.G Florida Public Records Act

All material submitted regarding this solicitation becomes the property of the City. Solicitation documents may be reviewed by any person ten (10) days after the public opening. The Respondent should take special note of this as it relates to any proprietary information that might be included in its offer. Any resulting contract may be reviewed by any person after the contract has been executed by the City.

The City has the right to use any or all information/material submitted in response to this solicitation and/or any resulting contract from same. Disqualification of a Professional Consultant does not eliminate this right. This section is further subject to F.S. 119.01 et. seq.

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 CITY'S CUSTODIAN OF

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PUBLIC RECORDS, CITY CLERK, AT 386/410-2630, CLERK@CITYOFNSB.COM, CITY

OF NEW SMYRNA BEACH, 210 SAMS AVENUE, NEW SMYRNA BEACH, FL 32168.

The contractor is required to comply with public records laws, specifically to:

1. Keep and maintain public records required by the public agency to perform the service.

2. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested 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 this chapter or as otherwise provided by law.

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency.

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

VI.H Foreign Corporation

In accordance with Section 607.150 of the Florida Statutes, and provided an exemption is not available, a foreign corporation may not transact business in Florida until it obtains a certificate of authority from the Florida Department of State.

Foreign corporations may submit bids or proposals prior to obtaining a certificate of authority from the Florida Department of State. A foreign corporation must be in compliance with F.S.

607.150, prior to entering into a Contract with the City.

VI.I Governing Law/Jurisdiction

The interpretation, effect, and validity of any contract(s) resulting from this solicitation shall be governed by the laws and regulations of the State of Florida. In the event that a suit is brought for the enforcement of any term of the contract(s), venue of any court action shall be in Volusia County, Florida.

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VI.J Human Trafficking

Compliance with Florida Statutes, 787.06.

A contract resulting from this solicitation is subject to the terms, conditions, provisions and requirements of Section 787.06 of the Florida Statutes and Contractor hereby represents, warrants, and certifies that Contractor does not use coercion for labor or services as defined in Section 787.06, Florida Statutes and that Contractor has provided a complete Human Trafficking Affidavit provided in the Attachment Section of this document.

VI.K Immigration Reform and Control Act

Proposer acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the awarded firm(s) to comply with the laws referenced herein shall constitute a breach of the award agreement and the City shall have the discretion to unilaterally terminate said agreement immediately.

VI.L Joint Ventures

Responders that are intending to submit a bid response as a joint venture are required to have filed proper documents with the Division of Corporations, and/or any other State or local licensing agency prior to submitting a bid response. Please refer to 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.

VI.M Judgements/Legal Findings

By submitting a proposal for consideration, the proposer affirms that they currently have no judgements or other legal findings nor have any pending judgements or other legal findings against the company or any of its executives, with any federal, state or local governmental entities that in any way could impact or have the potential to impact their ability to complete any contract awarded them as a result of this bid. Failure to disclose any such judgments and/or findings will result in the termination of any contracts and other penalties as deemed legal and appropriate by the City.

VI.N Legal Requirements

Federal, State, County and local laws, ordinances, rules and regulations that in any manner affect the item(s) covered herein apply. Lack of knowledge by the respondent will in no way be cause for relief from responsibility.

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VI.O Liability

The City of New Smyrna Beach assumes no responsibility for the cost of preparing a response to this solicitation. The awarded consultant shall hold and save the City of New Smyrna Beach, its officers, agents and employees harmless from liability of any kind in the performance of or fulfilling the requirements of a contract which may result from award of this solicitation.

Neither party shall be held responsible for failure to complete contract due to causes beyond its control, including, but not limited to, work stoppage, fires, civil disobedience, riots, rebellions, Acts of Nature and similar occurrences making performance impossible or illegal.

The Consultant shall hold and save the City of New Smyrna Beach, its officers, agents, and employees harmless against claims by third parties resulting from the Consultant's breach of contract or negligence, including all attorney’s fees and costs, and shall pay any and all damages, fees, and costs assessed on behalf of the City. The City expressly reserves all rights, privileges, and benefits of sovereign immunity.

VI.P Method of Source Selection

The City of New Smyrna Beach is using the competitive sealed proposal methodology of source selection for this procurement, as authorized by the City Purchasing Policy.

VI.Q On-line Provider Disclaimer

It is recommended that respondents register and maintain their registration with OpenGov at www.OpenGov.com. This is a third-party provider that provides a platform to communicate solicitation information to the Public. OpenGov does not represent the City nor does communications through this provider constitute communications to the City. The City of New Smyrna Beach is not responsible for errors and omissions occurring in the transmission or downloading of any documents from the online website. In the event of any discrepancy between information on this website and the hard copy specifications, the terms of the hard copy specification will control.

VI.R Pre-Proposal Meeting

There will be no pre-proposal conference for this solicitation.

VI.S Principals/Collusion

By submission of this proposal, the undersigned, as proposer, does declare that the only person or persons interested in this solicitation as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this solicitation or in the contract to be entered into; that this proposal is made without connection with any person, company or parties submitting a proposal, and that it is in all respects fair and in good faith without collusion or fraud.

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VI.T Prohibition of Gifts to City Employees

No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any City employee, as set forth in Chapter 112, Part III, Florida Statutes, the current City Ethics Ordinance, and City Administrative Policy. Violation of this provision may result in one or more of the following consequences:

A. Prohibition by the individual, firm, and/or any employee of the firm from contact with City staff for a specified period of time;

B. Prohibition by the individual and/or firm from doing business with the City for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes and;

C. Immediate termination of any contract held by the individual and/or firm for cause.

VI.U Proposal, Presentation, and Protest Costs

The City shall not be liable in any way for any costs incurred by any proposer in the preparation of its bid in response to this RFP, nor for the presentation of its bid and/or participation in any discussions, negotiations, or, if applicable, any protest procedures.

VI.V Protest Procedures

1) Respondents who do not agree with the City's recommendation for award shall be afforded the opportunity to protest the recommendation by submitting written notice to the Purchasing Division. Proposals not meeting the minimum published requirements, including specifications, scope of service, or required documents, are not subject to protest.

2) Such notice shall be given within three (3) business days after the City posts its notice of intent to award.

3) A formal written protest shall be made to the Purchasing Division within five (5) working days after filing the notice of protest, which shall state the grounds for the protest and the action requested.

4) The formal written protest shall include with it a bid protest bond in the amount of one percent (1%) of the estimated contract amount, as provided in Florida Statutes § 287.042(2)(c) and Rule 28-110.005 of the Florida Administrative Code. The notice of protest must be either hand-delivered and date and time stamped by the Finance Department, or sent via Certified U.S.

mail, return receipt requested. Failure to file a protest within the timeframe specified herein shall constitute a full waiver of all rights to protest the City’s decision regarding award of the bid.

For full bid protest guidance, consult Section 9.1, Notice of Protest, of the City of New Smyrna Beach’s purchasing policy.

VI.W Relation of City

It is the intent of the parties hereto that the consultant shall be legally considered an independent consultant, and that neither the consultant nor their employees shall, under any

19 | P a g e circumstances, be considered employees or agents of the City, and that the City shall be at no time legally responsible for any negligence on the part of said consultant, their employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation.

VI.X Requesting the Solicitation Document

The City of New Smyrna Beach Purchasing Department is the official source to obtain information relating to the City solicitations.

All documents regarding this solicitation are posted utilizing an online bid management system, OpenGov. There is no charge to register with OpenGov and/or to participate in the solicitation process.

VI.Y Requests for Clarification

The City may, as it deems necessary, conduct discussions with responsible respondents for the purpose of clarification to assure full understanding of, and responsiveness to solicitation requirements.

Requests by the Purchasing Coordinator to a proposer(s) for clarification of a submittal(s) shall be in writing. Proposer’s failure to respond to request for clarification may deem proposer to be non-responsive and may be just cause to reject its proposal.

VI.Z Single Proposal

Each Proposer must submit, with their bid, the required forms included in this solicitation. Only one proposal from a legal entity as a primary shall be considered. A legal entity that submits a proposal as a primary or as part of a partnership or joint venture submitting as primary may not then act as a sub-consultant to any other firm submitting under the same solicitation.

All submittals in violation of this requirement shall be deemed non-responsive and rejected from further consideration.

VI.AA State Registration Requirements

Any corporation submitting a proposal in response to this solicitation shall either be registered or have applied for registration with the Florida Department of State in accordance with the provisions of Chapter 607, Florida Statutes. A copy of the registration/application may be required prior to award of a contract.

Any partnership submitting a response to this Solicitation shall have complied with the applicable provisions of Chapter 620, Florida Statutes. For additional information on these requirements, please contact the Florida Secretary of State’s Office, Division of Corporations at (800) 755-5111 or visit the following website: (http://www.dos.state.fl.us).

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VI.BB Title VI

No person shall on the basis of race, color, national origin, sex, age, disability, family or religious status, as provided by Title VI of the Civil Rights Act of 1964, the Civil Rights Restoration Act of 1987, the Florida Civil Rights Act of 1992 and other nondiscrimination authorities, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination or retaliation under any program or activity of the City of New Smyrna Beach.

VI.CC Validity of Submittal

Submittals cannot be withdrawn after they are filed unless the respondent makes their request in writing to the City prior to the time set for the closing of RFP.

All submittals shall be valid for a period through the expected closing date of the Loan.

VII. Required Responses

VII.A Public Records* Applicant must respond confirming they have received a copy of the Public Records Act, located in the attachment section.

☐ Please confirm *Response required

VII.B Business Name and Address* By submitting this response, you hereby designate the…