Request for Proposals. Purchase of $5,800,000 Clean Water State Match Revenue Bonds, Series Due Date: September 10, 2014

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1 Request for Proposals Purchase of $5,800,000 Clean Water State Match Revenue Bonds, Series 2014 Due Date: September 10, East Main Street Suite 1920 Richmond Virginia (804) Notice: VRA does not discriminate on the basis of race, color, religion, sex, age, national origin, familial status, handicap or disability. VRA does not discriminate against faith-based organizations.

2 REQUEST FOR PROPOSALS (RFP) Issuing Authority: Proposals Will Be Received Until: All Inquiries For Information Should Be Directed To: Proposals will be accepted by , Mail Or Hand Delivery to: 1111 E. Main Street, Suite 1920 Richmond, VA September 10, 2014, at 4:30 p.m., EST, for the services described herein. Michael P. Cooper (804) Attn: Michael P. Cooper 1111 E. Main Street, Suite 1920 Richmond, VA In compliance with this Request For Proposals and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the services in accordance with the attached signed Proposal or as mutually agreed upon by subsequent negotiation. Date: Name of Firm ( Offeror ): Address: City, State, Zip Code: Phone No.: Fax No.: By and Title: Signature: FEI/FIN No. PLEASE COMPLETE AND RETURN THIS PAGE WITH YOUR PROPOSAL. Page 2 of 7

3 TABLE OF CONTENTS Page I. PURPOSE/BACKGROUND 4 II. STATEMENT OF NEEDS 4 III. LOAN INFORMATION 5 IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 6 V. EVALUATION AND AWARD CRITERIA 7 Page 3 of 7

4 REQUEST FOR PROPOSALS I. Purpose/Background A. Purpose The purpose of this Request for Proposals is to solicit proposals from qualified banks ( Offerors ) for the purchase of approximately $5,800,000 Clean Water State Match Revenue Bonds, Series 2014 ( Bonds ) from ( VRA or the Authority ) as more fully described herein. Proposals are requested for a private placement only. No formal offering material will be prepared. VRA s Board of Directors (the Board ) authorized the issuance at its June 10, 2014 meeting. B. Background VRA was created in 1984 as a political subdivision of the Commonwealth of Virginia (the Commonwealth or Virginia ) pursuant to the Act, being Chapter 21 of Title 62.1 of the Code of Virginia of 1950, as amended. VRA is governed by a Board of Directors, appointed by the Governor of Virginia. VRA s Executive Director, who is also appointed by the Governor of Virginia, administers, manages and directs the affairs of VRA, subject to the policies, control and direction of the Board. II. Statement of Needs The Issuer VRA is the issuer of the Bonds. VRA has certain administrative and managerial duties and powers under the Virginia Water Facilities Revolving Fund Act, Chapter 22, Title 62.1 of the Code of Virginia of 1950, as amended (collectively, with the VRA Act, the "Act"). VRA is organized and exists as a public body corporate and a political subdivision of the Commonwealth of Virginia. The Bonds are to be issued under an Amended and Restated Master Trust Indenture dated as of April 1, 2010, between VRA and U.S. Bank National Association, as trustee (the Trustee ), as previously supplemented (the Master Indenture ), and as further supplemented with respect to the Bonds by a Sixth Supplemental Series Trust Indenture, between VRA and the Trustee. Virginia's State Revolving Fund The federal Water Quality Act of 1987, which amended the Water Pollution Control Act Amendments of 1972, provides for the establishment of state loan programs, the funds of which are to be used to provide financial assistance to various governmental entities in connection with the construction of publicly owned systems for the storage, treatment, recycling and reclamation of municipal sewage and certain other water pollution control projects. Reauthorization and amendments were made in the Water Resources Reform and Development Act of Under each such state loan program, a revolving loan fund must Page 4 of 7

5 be created to accept federal capitalization grants and required state matching funds equal to 20% of the federal capitalization grants. While Environmental Protection Agency guidance does not allow the use of loan repayments to meet state match requirements, it does allow the use of interest received from program loans to make debt service payments for state match bonds issued for the purpose of meeting the match requirement. To date, more than twenty states have issued state match bonds. VRA issued state match bonds in 2010, 2011, and 2012 for state match purposes. Use of Proceeds The proceeds of the Bonds will be used to (i) provide state matching funds equal to 20% of the federal capitalization grants expected to be received by the Commonwealth from the federal government in federal fiscal year 2014 and (ii) pay the costs of issuance of the Bonds. III. Loan Information Issuer: Purpose: Tax-Treatment Security: Projected Interest Payments 9/1/2014 4/1/2015: Financial statements are available on VRA s website on the About Us page. Provide state matching funds equal to 20% of the federal capitalization grant Tax-exempt; not Bank-Qualified Interest payments from loans made directly from the assets (not bond proceeds) in the Virginia Water Facilities Revolving Fund $7,040,386 Maximum Size: $5,800,000 Debt Service Reserve Fund: If required, any amount up to total debt service Interest Payment: April 1, 2015 Final Maturity: April 1, 2015 Opinion of Bond Counsel: McGuireWoods, LLP Closing: On or about September 30, 2014 Page 5 of 7

6 IV. Proposal Preparation and Submission Instructions. A. General Requirements To be considered, proposals must be received and timestamped by VRA no later than 4:30 p.m. EST, on September 10, The time a proposal is received shall be determined by the time on the computer at the reception desk of the VRA office. In the event the computer time is not functioning the time shall be determined by the time displayed on the landline telephone at the receptionist desk. The time will be written by hand by the VRA staff. Interested parties should submit proposals to: mcooper@virginiaresources.org or Attn: Michael P. Cooper 1111 E. Main Street, Suite 1920 Richmond, VA VRA requests that each Offeror submit one copy of its proposal. Interested parties may submit written comments or questions on any aspect of this Request for Proposals on or before 4:30 p.m., EST, on September 3, Such comments or questions shall be submitted to Michael P. Cooper by at mcooper@virginiaresources.org or by fax at VRA reserves the right to extend either of the foregoing deadlines or to issue addenda modifying this Request for Proposals, as it deems necessary. VRA shall have the sole right to determine whether any noncompliance by a proposal with any of the requirements herein is substantial in nature, to reject any proposal deemed by VRA in its discretion not to be in substantial compliance with the requirements herein, and to waive (or to allow an Offeror to correct) any noncompliance determined by VRA in its discretion not to be substantial in nature. VRA reserves the right to not select any proposal. By submitting their proposals all Offerors are deemed to certify that they are not currently barred from submitting bids/proposals on contracts by any agency of the Commonwealth of Virginia. All proposals shall become the property of VRA and will not be returned to the Offerors. B. Specific Proposal Instructions. 1. Completed form (page 2). 2. Provide an interest rate to be held for 30 days. 3. Detail costs and fees, if any. 4. Detail restrictions, if any, including timing. Page 6 of 7

7 V. Evaluation and Award Criteria. Costs, interest rate, and restrictions associated with the financing will be considered in evaluating Proposals made by Offerors. Preliminary Timetable (subject to change) Action August 18, 2014 RFP published and distributed September 10, 2014 Proposals due September 17, 2014 Offeror, if any, selected September 30, 2014 Closing Page 7 of 7

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