REQUEST FOR QUALIFICATIONS

Transcription

1 REQUEST FOR QUALIFICATIONS Swap Provider RFQ THIS IS NOT AN ORDER Qualifications Due Date May, 30, :00 p.m. CT May 7, 2018 May 21, 2018, 2:00 p.m. CT May 30, :00 p.m. CT Calendar of Events All questions relating to this Request For Qualifications must be submitted in writing to: Tammy Wourms, Procurement Manager 201 West Washington Avenue, Suite 700 Madison, Wisconsin Phone (608) , RFQ Issuance Deadline for Submitting Written Questions Qualifications Due Date Proposer Name and Address (must be completed) CERTIFIED MINORITY BUSINESS ENTERPRISE. Check box at left if the Proposer is a certified minority business enterprise under Chapter 16, Wisconsin Statutes. CERTIFIED DISABLED VETERAN BUSINESS. Check box at left if the Proposer is a certified disabled veteran business under Chapter 16, Wisconsin Statutes. CERTIFIED WOMAN-OWNED BUSINESS ENTERPRISE. Check box at left if the Proposer is a certified woman-owned business enterprise under Chapter 16, Wisconsin Statutes. ACKNOWLEDGEMENT OF ANY ADDENDA and/or REVISIONS: In signing this document, Proposer acknowledges and affirms that its Qualifications complies with all terms, conditions and specifications of this RFP and any addenda, appendices or revisions thereto. If awarded a contract, Proposer will comply with all terms of its Qualifications and all terms, conditions and specifications of this RFP and any addenda or revisions thereto. DEBARMENT AND SUSPENSION: In signing this document, Proposer acknowledges it has not been suspended, debarred, declared ineligible or voluntarily excluded from eligibility by any Federal department or agency. NON-COLLUSION: In signing this document, Proposer certifies it has not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Qualifications; that this Qualifications has been independently arrived at without collusion with any other Proposer, competitor or potential competitor; that this Qualifications has not been knowingly disclosed prior to the opening of Qualifications submissions to any other Proposer or competitor; that the above statement is true and accurate. Name of Authorized Company Representative (Type or Print) Title Date Signature of Authorized Company Representative Named Above Phone Fax 1

2 CHECKLIST FOR SUBMITTING QUALIFICATIONS Understanding the Request for Qualifications (RFQ) Thoroughly read and review this RFQ and all attachments, appendices, addenda, and/or revisions. Submit any written questions to the Procurement Manager by the deadline provided in the Calendar of Events; both the Procurement Manager and the Calendar of Events can be found on the Cover Page. Know when and where the Qualifications is to be delivered. Completing Your Qualifications Complete the narrative information required in Section 5 of the RFQ. Complete the Cost Sheet provided with the RFQ. Make sure your prices and calculations are accurate. Do not alter the format of the Cost Sheet. Complete the Proposer Information Form provided with the RFQ. Complete the Proposer Reference Form provided with the RFQ. Complete and sign the Request for Qualifications sheet provided as the cover of this RFQ package. This checklist is provided for the Proposer s convenience only and is not required to be submitted with the Qualifications package. Submitting Your Qualifications Prepare one set of original documents marked Original in the following order: 1. Signed Request for Qualifications Sheet (RFQ cover page) 2. Proposer Information Form (Attachment 1) 3. Proposer Reference Form (Attachment 2) 4. Narrative Response (see Section 5 for details) Make FIVE photocopies of the complete set of original documents. Mark the photocopied sets Copy. Place one original of the Cost Sheet (Attachment 3) in a sealed envelope. Include a CD or USB containing a pdf file of the complete Qualifications, a pdf file of the Cost Sheet and the completed Schedules to the Cost Sheet in the excel workbook, Attachment 3 Schedules A, B and C (Cost Sheet) Swap Provider.xlsx. Place the original, copied sets of the documents, the sealed cost sheet, and a CD containing a pdf file of the complete Qualifications, Cost Sheet and the excel workbook in a sealed package (envelope or box). Make sure the following information is clearly marked on the outside of the envelope or box: Proposer's Name and Address Request for Qualifications Title (See upper left hand box of RFQ cover page) Qualifications Due Date (See upper left hand box of RFQ cover page and Calendar of Events) Ensure the sealed package is delivered to the correct address before the Qualifications Due Date and time in the Calendar of Events. No ed or faxed Qualifications are allowed. If You are Chosen for a Contract Award: Be prepared to provide any documents such as certificates of insurance, licenses, credentials, or IRS Form W-9 (Request for Taxpayer Identification Number) as required by the Authority. 2

3 1. INTRODUCTION 1.1. Scope The purpose of this Request for Qualifications (RFQ) is to provide interested parties with information needed to prepare and submit a Qualifications for Swap Provider. The Authority intends to use the results of this process to develop a roster of qualified firms that may be called upon to provide the services described in this RFQ as needed by the Authority. The Authority, in its sole discretion, shall determine which firm(s) it may subsequently engage for the work specified in this RFQ. Swap Provider The Swap Provider shall be primarily responsible for providing swaps. The Authority has entered into over $80 million USD cancellable amortizing swaps in the last year. The Authority also enters into standard swaps and SIFMA swaps. Swap Providers will perform the following: A. Establish ISDA Master Agreements and Credit Support Annexes to: a) the single-family 1987 and 1988 Home Ownership Revenue Bonds (HORB) General Resolutions, b) the multifamily 1974 Home Revenue Bond (HRB) General Resolution, and c) the Authority. The 1987 and 1988 HORB General Resolutions, the 1974 HRB General Resolution, and the 2017 Audited Authority Financial Statements may be found in Exhibits A, B, C and D, respectively. Exhibits A, B, C and D are sent along with and apart from this RFQ. B. Prepare Swap Confirmation with agreement by the Authority. C. Review and sign any Swap Certificate if needed, a legal document required to establish the tax opinion for the bonds that correspond with the swap. An example of a Swap Certificate is in Appendix 1 Swap Certificate, attached to this RFQ. D. Provide information to the interest rate swap representative as needed for structuring, pricing and confirming price levels of the interest rate swap. The interest rate swap representative may be the Authority or an independent party. E. Offer additional services such as rate quoting for swaps and discussion of general rates and volatilities in market conditions Wisconsin Housing and Economic Development Authority The Wisconsin Housing and Economic Development Authority is a public body corporate and politic governed by Chapter 234 of the Wisconsin Statutes. The Authority is governed by a twelve-member Board of Members. The Authority s Executive Director, appointed by the Governor, acts as its Chief Executive Officer. The Authority offers financial products and services to Wisconsin citizens, housing developers, business owners and farmers for affordable housing and economic development opportunities. As of June 30, 2017, the Authority had 153 employees, an operating budget of $19 million, and $2.2 billion in assets. Revenues to finance its operating and capital budgets are derived primarily from interest earnings on loans, investments of assets, and administrative fees. For more information about the Authority, including the Authority s 2017 audited financial statements please visit The Authority s 2017 audited financial statements are additionally included with this RFQ as a separate document, Exhibit D. Two general resolutions for bonding single-family mortgages fall under the Home Ownership Revenue Bonds (HORB) programs, adopted in 1987 and Long-term securities issued through the HORBs are rated Aa2 by Moody s and AA by S&P. Variable rate demand notes take the short-term rating of the 3

4 liquidity provider and may be swapped to LIBOR, a multiple of LIBOR and SIFMA. Swap notional values may accrete, amortize and be cancellable. Bond issuance information and disclosures corresponding to these General Resolutions may be found at Definitions Words and terms in this RFQ shall be given their ordinary and usual meanings, and all meanings shall be applicable to the singular and plural forms of the words and terms. For the purposes of this RFQ, the following words and terms shall have the meanings indicated: A. Authority means the Wisconsin Housing and Economic Development Authority. B. Calendar of Events means the official schedule of events, deadlines and dates shown on the cover of this RFQ. C. Contract means a contract awarded to a Proposer as a result of this RFQ. D. DVB means a Disabled Veteran Business (DVB) certified by the Department of Administration under Chapter 16, Wisconsin Statutes. E. Interested Proposer means any individual, company, corporation or other entity identified by the Procurement Manager as potentially interested in this RFQ or that notifies the Procurement Manager of its interest in or intent to respond to this RFQ. F. MBE means a Minority Business Enterprise (MBE) certified by the Department of Administration under Chapter 16, Wisconsin Statutes. G. Procurement Manager means the person identified on the cover of this RFQ who has been designated by the Agency to manage this RFQ. H. Qualifications means the complete response from a Proposer, including all required documentation described in the RFQ. I. Proposer means any individual, company, corporation or other entity that responds to this RFQ. J. Request for Qualifications or RFQ means this document including appendices, addenda, revisions and/or attachments. K. WBE means a Woman-Owned Business Enterprise (WBE) certified by the Department of Administration under Chapter 16, Wisconsin Statutes. 2. CONTRACT INFORMATION 2.1. Contract Term The Authority will enter into swap Contracts with qualified firms as needed. The Authority will generally request a subset of firms on the Swap Provider roster to competitively bid swaps. The Swap Provider roster will be in effect for a period of five years. Two optional extensions to the five-year roster, of one-year each, may be granted to Swap Providers on the roster, with mutual agreement by interested parties on the roster. Multiple swap Contracts may be entered into with any Swap Provider over the five-year period. Qualified Swap Providers are not guaranteed a swap contract. 2.2 Terms and Conditions In addition to the terms, conditions and specifications contained in this RFQ, this RFQ and any resulting Contracts shall be governed by the Authority s Standard Terms and Conditions for Contractual Services (Attachment 4) which includes the Authority s Code of Ethics for Paid Consultants and a Travel Policy 4

5 for Paid Consultants. This RFQ and the awarded proposer s response may, at the Authority s option, be incorporated into the Contract. There is no travel expected of any Swap Provider. Proposers must accept the Terms and Conditions referenced above in their entirety or submit point-by-point exceptions along with proposed alternative or additional language for each exception. The Authority may reject a Qualifications if it deems the proposed alternative or additional language to be unacceptable. Submission of the Proposer s terms and conditions as a substitute for language in the Terms and Conditions is not a sufficient response to this requirement and may result in rejection of the Qualifications. Failure of the successful Proposer to accept the Authority s Terms and Conditions for a Contract will result in cancellation of the award. The terms and conditions of any ISDA Master Agreements and Credit Support Annexes, Swap Confirmations, Swap Certificates and any other legal contracts entered into with any Authority credits would supersede the Authority s Standard Terms and Conditions for Contractual Services in Attachment 4 if conflicts between terms and conditions arise. 3. PROCEDURES AND INSTRUCTIONS 3.1. Reasonable Accommodations The Authority will provide reasonable accommodations, including the provision of informational material in an alternative format for individuals with disabilities upon request Qualifications Contents and Delivery Requirements Proposers shall submit an original and five copies plus a compact disc or USB drive containing an electronic copy, as further described in section 3.5, below, of its Qualifications by the Qualifications Due Date in the Calendar of Events to: Tammy Wourms, Procurement Manager WHEDA 201 West Washington Avenue, Suite 700 Madison, Wisconsin All Qualifications submissions must be packaged in an envelope or box, sealed and show the following information on the outside of the package: A. Proposer s Name and Address B. Request for Qualifications Title (See upper left hand box of RFQ cover page) C. Qualifications Due Date (See upper left hand box of RFQ cover page and Calendar of Events) All Qualifications submissions must be date and time stamped at the office indicated above on or before the date and time Qualifications submissions are due. Late Qualifications submissions will be rejected. Qualifications submissions dated and time stamped in another office will be rejected. Qualifications submissions that are not properly sealed will be rejected. Receipt of a Qualifications in the mail system does not constitute receipt of a Qualifications by the Authority. Any Qualifications that is inadvertently opened as a result of not being properly and/or clearly marked shall be rejected. No ed or faxed Qualifications submissions are allowed Calendar of Events The Calendar of Events provides important dates and times by which actions related to this RFQ shall be completed. In the event that the Authority finds it necessary to change any of these dates and times, it will provide written notification of such changes per Section 3.4, Communication with Proposers. 5

6 3.4. Communication with Proposers In the event it becomes necessary to make changes to the Calendar of Events, provide additional clarifying data or information, revise any part of this RFQ, or provide a record of questions and answers, the Procurement Manager will send written notification, electronically or in hard copy, to all Interested Proposers Format of Qualifications Proposers responding to this RFQ must submit the following materials: A. Signed Request for Qualifications Sheet: The Qualifications must include the signed Request for Qualifications sheet provided as the cover of this RFQ package. A Qualifications submitted in response to this RFQ must be signed by the person in the Proposer's organization who is responsible for decisions regarding prices offered in the Qualifications or by a person who has been authorized in writing to act as agent for the person responsible for the decision on prices. B. Proposer Information Form (Attachment 1) C. Proposer Reference Form (Attachment 2) References may be contacted to determine the quality of work performed and personnel assigned to the project. The result of the reference checks may be provided to reviewers to be used in analyzing the written Qualifications. Please include at least one HFA Reference. Reference checks will be kept confidential by the Authority. D. Cost Sheet (Attachment 3) Provide cost information on the Cost Sheet included in this RFQ in a sealed envelope within the Qualifications package. All costs for furnishing the services as set forth in the Terms and Conditions of this RFQ must be included in the Qualifications. Please refer to Section 6, Cost, for information on Qualifications pricing and price adjustments. E. Narrative Responses and Additional Information Please refer to Section 5, Mandatory, General and Technical Requirements. F. A CD or USB containing a pdf file of the complete Qualifications, a pdf file of the Cost Sheet and the completed Cost Sheet Schedules in the workbook Attachment 3 Schedules A, B and C (Cost Sheet) Swap Provider RFQ.xlsx Questions Questions concerning this RFQ must be submitted in writing to the Procurement Manager on or before the Deadline for Submitting Written Questions provided in the Calendar of Events. Proposers are expected to raise any questions, exceptions or additions concerning the RFQ prior to this deadline. If a Proposer discovers any significant ambiguity, error, conflict, discrepancy, omission or other deficiency in this RFQ, the Proposer must immediately notify the Procurement Manager and request modification or clarification of the RFQ. All questions will be recorded by the Authority. All questions and answers will be provided to all Proposers per Section 3.4, Communication with Proposers Incurring Costs The Authority is not liable for any cost incurred by a Proposer for responding to this RFQ Contact with the Authority From the date of issuance of this RFQ until a notification of the roster of qualified firms is issued, all contacts with the Authority regarding this RFQ shall be made only through the Procurement Manager. Any information provided by a source other than the Procurement Manager shall be deemed unofficial and nonbinding. Violation of this condition may be considered sufficient cause for rejection of a Qualifications, irrespective of any other considerations. 6

7 3.9. News Releases News releases pertaining to the RFQ or to the acceptance, rejection or evaluation of a Qualifications shall not be made without the prior written approval of the Authority. 4. QUALIFICATIONS ACCEPTANCE, VERIFICATION AND NOTIFICATION 4.1. Qualifications Opening Qualifications submissions will be opened on the Qualifications due date and time specified in the Calendar of Events. The Qualifications opening will be held at the following location: WHEDA 201 West Washington Avenue, Suite 700 Madison, Wisconsin 4.2. Qualifications Verification and Acceptance The Authority shall review each Qualifications to verify that it meets all specified requirements in this RFQ. A Qualifications that does not comply with instructions contained in this RFQ may be rejected by the Authority. The Authority reserves the right to waive a particular specification if no Proposer meets that specification. The Authority retains the right to accept or reject any or all Qualifications submissions, or accept or reject any part of a Qualification, deemed to be in the best interest of the Authority. The Authority shall be the sole judge as to compliance with the instructions contained in this RFQ. The Authority may request reports on a Proposer's financial stability. The Authority may reject a Qualifications if the Proposer is determined to have inadequate financial means to provide the required service. A Proposer may not modify its Qualifications after the Qualifications opening except to correct minor omissions or miscalculations as directed in writing by the Procurement Manager Minority Business Enterprise (MBE), Disabled Veteran Business (DVB) and Women-Owned Business Enterprise (WBE) The Authority, in its sole discretion, may provide preference to certified MBEs, certified DVBs and certified WBEs, as certified by the Department of Administration under Chapter 16, Wisconsin State Statutes and listed under Proposers who have MBE, DVB and/or WBE certification(s) must check the corresponding box(es) on the RFP cover page Qualifications Review Qualifications submissions shall be reviewed by an evaluation committee and evaluated against the stated criteria. The committee may review references, require oral interviews/presentations and use the results of reference checks, interviews and presentations in evaluating the Qualifications submissions Evaluation Criteria Qualifications submissions shall be evaluated using the following criteria: A. Mandatory, General and Technical Requirements (Section 5) B. Cost (Section 6) A Qualifications must meet Mandatory Requirements prior to having its additional criteria evaluated. The Authority, in its sole discretion, shall use the results of the committee s evaluation to establish a roster of qualified firms by area of expertise. 7

8 4.5. Cost The roster of qualified firms shall include each firm s current expected costs of services. Swap Providers may reasonably adjust their Swap Provider fees corresponding to market changes and specific transaction structuring that affect Swap Provider fees Right to Reject Qualifications submissions and Negotiate Contract Terms The Authority reserves the right to reject any and all Qualifications submissions. The Authority may have Swap Providers competitively bid the terms of a swap Contract, including the fees. If a swap Contract cannot be concluded successfully with any one Swap Provider, the Authority may negotiate a swap Contract with any other Swap Provider. Swap Providers are not guaranteed a contract during the Contract Term (see Section 2.1) Notification of Roster All Proposers who respond to this RFQ shall be notified in writing of the Authority's established roster of qualified firms as a result of this RFQ. 5. MANDATORY, GENERAL AND TECHNICAL REQUIREMENTS The Proposer must provide answers to all of the following information requests and questions Mandatory Requirements Qualifications Table of Contents will conform to the titles and numeric sequence of this section. A. Provide the name, telephone number, cell number and address of the responsible individual if that contact differs from the Cover Page of this RFQ. B. State which Authority credits for whom you are proposing Swap Provider services (one or more): 1. Single-family 1987 and 1988 Home Ownership Revenue Bond General Resolutions 2. Multifamily 1974 Home Ownership Revenue Bond General Resolution 3. The Authority C. State the legal name of the Proposer s firm acting as Counterparty to the Authority credits. D. Provide the S&P and Moody s credit rating to the Proposer s firm in 5.1C, above Organizational Capabilities A. Provide the number of employees in the Proposer s firm that are located in Wisconsin. B. Enclose a statement of the firm s affirmative action policy. If you elect to attach the Firms Affirmative Action Policy, you may attach as a separate Appendix in the Qualifications. All accepted firms will be required to submit a copy of their Affirmative Action policies before entering contractual services with WHEDA. C. How many people at your firm are employed to trade housing swaps? D. Briefly discuss your experience doing swaps, including cancellable accreting and amortizing swaps for housing firms. Please discuss your historical experience with callable and non-callable housing swaps for Housing Finance Authorities ( HFAs ) and the number of years you ve performed housing swaps with HFAs Technical Requirements A. Please confirm your willingness to provide services in items B though E in Section 1.1, Scope. B. Please state whether you agree to the following provisions for an ISDA Master Agreement (ISDA MA) and Credit Support Annex (CSA) for each of the Authority credits under Section 5.1B that 8

9 you are proposing to provide services for as Swap Provider. For any ISDA MA and CSA provisions for which you are not in agreement, please state alternative provisions that you agree to. If your firm has existing ISDA MA and CSA in place with any Authority credits in Section 5.1B and you wish to act as Swap Provider under those ISDA MA(s) and CSA(s), please confirm the Authority credits in Section 5.1B. and the corresponding date of the relevant ISDA MA and CSA that you wish to provide Swap Provider services under. For any counterparties in Section 5.1B. that are not covered under an existing ISDA MA and CSA for which you propose to be a Swap Provider, please review and confirm or provide alternate language to the provisions below and answer Section 5.3B.2a. ISDA Master 1. Form of Master Agreement: 1992 Local Currency, Single Jurisdiction preferred; Multicurrency, Cross Border is acceptable. 2. Cross Default Threshold: With respect to the Authority, $50,000,000; With respect to Counterparty, lowest amount specified under the Counterparty s master agreements currently being entered into. a. Provide the lowest amount specified under the Counterparty s master agreements currently being entered into. 3. Payments on Early Termination: Market Quotation, Second Method 4. Additional Termination Events: With respect to the Counterparty (Counterparty as Affected Party), the Counterparty s ratings (measured in reference to its long-term senior, unsecured debt) fall below Baa1 (Moody s) or BBB+ (S&P); With respect to the Authority (Authority as Affected Party), (i) the ratings on the Bonds fall below Baa2 (Moody s) or BBB (S&P). 5. Security and Source of Payments: The parties hereto agree as follows: the Authority s scheduled swap payments, other than termination payments, will be secured by the pledge of the Covered Indenture on a parity basis with the Bonds, and the obligation of the Authority to make termination payments to Counterparty will be a general unsecured obligation of the Authority. 6. Optional Early Termination: The Authority will have the right, with three business days notice, to terminate the swap at market value. The Counterparty will have no such right. 7. Transfer Language: The Authority will have the right to transfer or assign its position in any swap, in whole or in part, to another swap dealer with whom the original Counterparty has trading lines, subject to an enumerated list of criteria for approval by the Counterparty. Credit Support Annex 8. Mark-to-market frequency: Daily, for value of both collateral and swap exposure. 9. Eligible collateral: Cash and US Treasury Securities. 10. Collateral Thresholds: As shown in the table below. The applicable threshold is the one corresponding with the long-term senior, unsecured ratings in the case of the Counterparty, or of the ratings on the Bonds in the case of the Authority. The lower rating shall apply. Moody s S&P/Fitch Counterparty Threshold Authority Threshold Aa3 and above AA- and above Infinite Infinite A1 A+ $15,000,000 Infinite A2 A $10,000,000 $15,000,000 A3 A- $5,000,000 $10,000,000 9

10 Moody s S&P/Fitch Counterparty Threshold Authority Threshold Baa1 BBB+ 0 $5,000,000 Baa2 BBB 0 0 Baa3 BBB- 0 0 Below Baa3 Below BBB Financial Information. Please provide the following information for your firm. A. Electronic link to your firm s most recent financial disclosure. B. Current ratings, outlooks and rating changes for your firm since January COST 6.1. Qualifications Pricing In the Cost Sheet (Attachment 3), provide fee proposals for the following Authority credits: a) single-family 1987 and 1988 HORB General Resolutions, b) Multifamily 1974 HRB General Resolution and c) the Authority. Provide responses for Schedules B and C as directed from the Cost Sheet, including completion of Schedules B and C within the workbook titled Swap Provider RFQ.xlsx which is provided separately as part of this RFQ. Describe any factors that may impact these fees, such as the size of the swap, in the Cost Sheet. The Proposer must complete the Cost Sheet (Attachment 3) following the instructions provided on the Cost Sheet. Failure to submit pricing as instructed in the Cost Sheet shall result in rejection of the Qualifications. Do not alter the format of the Cost Sheet. Cost information must be submitted separately in a sealed envelope, as per instructions, and not form part of the Qualifications Price Adjustments The Swap Provider may reasonably adjust their Swap Provider fees corresponding to market changes and specific transaction structuring that affect Swap Provider fees. 10

11 Appendix 1 Swap Certificate KUTAK ROCK LLP DRAFT CERTIFICATE OF SWAP PROVIDER BANK, AS SWAP COUNTERPARTY This Certificate is being furnished by Swap Provider Bank (the Swap Provider ) with respect to the $30,000,000 Home Ownership Revenue Bonds, Variable Rate Demand Bonds maturing on [date] (the Bonds ), which are being issued and delivered on [date] by the Wisconsin Housing and Economic Development Authority ( WHEDA ). On [date], WHEDA and Swap Provider entered into a Confirmation for a trade date of [date] for an interest rate swap agreement pursuant to an ISDA Master Agreement, together with a Schedule and Credit Support Annex dated [date] (the Swap Agreement ). The Confirmation is for a swap agreement having a notional amount of $30,000,000 and a termination date of [date]. Pursuant to the terms of the Confirmation for the Swap Agreement, WHEDA will make payments to the Swap Provider based on a fixed payor rate of [ ]% per annum (the Fixed Rate ), and the Swap Provider will make payments to WHEDA based on a rate of [ ]% of the USD-LIBOR-BBA on [ ] and semiannually thereafter on a notional amount set forth in the Swap Agreement. The undersigned hereby certifies as follows: 1. Other than termination payments that may be required to be made pursuant to the terms of the Swap Agreement, the Swap Provider will not make any payment, or cause any payment to be made, for the benefit of WHEDA, directly or indirectly, other than the periodic payments that become due and payable under the Swap Agreement. 2. The terms of the Swap Agreement are the product of an arm s-length negotiation between the parties independent of any other swap or other transaction between WHEDA and the Swap Provider, whether in its role as Swap Provider or in any other capacity. The Fixed Rate that the Swap Provider offered was without regard to the fact that the Swap Agreement may be used by WHEDA to hedge a tax-exempt obligation. 3. The Fixed Rate used to calculate amounts payable by WHEDA pursuant to the Swap Agreement is comparable to the fixed rate that the Swap Provider would have quoted to receive from other persons, if any, to enter into a reasonably comparable interest rate swap, if any, at the time it entered in the Swap Agreement taking into full account the terms and conditions of the Swap Agreement, and with a counterparty similarly situated to WHEDA, if any, taking into full account the security and sources of payment provided for payments to the Swap Provider, the amortization of the notional amounts under the Swap Agreement, the risk profile of such counterparty, structuring, and other terms inherent under the Swap Agreement. 4. Amounts paid or payable by WHEDA pursuant to the Swap Agreement do not include any payment for underwriting or other services unrelated to the Swap Provider s performance of its obligations under the Swap Agreement. The certifications and the information set forth herein are provided for information purposes only, and, except as expressly set forth herein, are not intended for use by any third party;

12 Appendix 1 Swap Certificate any rate or valuation described herein may not necessarily reflect the Swap Provider s internal bookkeeping or any single theoretical model-based valuation for the Swap Agreement, and in particular, certain factors, including, for example, the notional amount of a transaction, credit spreads, underlying volatility, costs of carry, use of capital and profit, may substantially affect the value of any specific transaction, and our conclusions may vary significantly from estimates available from other sources. The Swap Provider is certifying only as to facts in existence on the date hereof. We understand that the representations contained herein may be relied upon by WHEDA in making certain of the representations contained in a tax certificate executed by WHEDA in connection with the issuance of the Bonds, and further understand that Kutak Rock LLP, as tax counsel, may rely upon this certificate, among other things, in providing its opinion with respect to the exclusion from gross income of the interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the Code ). Notwithstanding the foregoing, the Swap Provider makes no representation as to the legal sufficiency of the information set forth in this certificate for purposes of complying with the Code or regulations promulgated thereunder. The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein represents the undersigned s interpretation of any laws; in particular the regulations under Section 148 of the Code or the application of any laws to these facts. The Swap Provider makes no representation regarding what portion of the fixed rate should be included in the calculation of the arbitrage yield on the Bonds. The opinions expressed herein are not to be used, circulated, quoted or otherwise referred to for any other purpose without the express written consent of undersigned. The undersigned is authorized to execute this certificate on behalf of the Swap Provider, which certifications are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. [SIGNATURE PAGE FOLLOWS]

13 Appendix 1 Swap Certificate Dated: [date] Swap Provider Bank By Authorized Representative

14 Attachment 1 PROPOSER INFORMATION SWAP PROVIDER RFQ 1. General Company Information Proposing Company Name CEO/President Name Street Address City State Zip + 4 Company Website www. 2. Person to Contact for Questions Concerning this Proposal/Bid/Qualifications Name Title Street Address City State Zip + 4 Telephone Number Address Fax Number 3. Person to Contact for Questions Concerning Orders and Billing Name Title Street Address City State Zip + 4 Telephone Number Address Fax Number

15 Attachment 2 PROPOSER REFERENCES SWAP PROVIDER RFQ Proposer Provide the company name, address, contact person, telephone number, address and description for three (3) customers to which the Proposer has provided product(s) and/or service(s) with requirements similar to those included in this solicitation document. Please include one HFA client reference. Failure to provide complete information for three (3) references may result in rejection of the Qualifications. Company Name Address (include Zip + 4) Contact Person and Title Telephone Number Address Product(s) and/or Service(s) Provided Company Name Address (include Zip + 4) Contact Person and Title Telephone Number Address Product(s) and/or Service(s) Provided Company Name Address (include Zip + 4) Contact Person and Title Telephone Number Address Product(s) and/or Service(s) Provided

16 Attachment 3 COST SHEET Swap Provider RFQ Proposer An excel workbook, Attachment 3 Schedules A, B and C (Cost Sheet) Swap Provider RFQ.xlsx, is included as part of the RFQ for your responses to section B of this Cost Sheet. Please provide the following pricing levels for each of the Authority credits (a) 1987 and 1988 HORB General Resolutions, (b) 1974 HRB General Resolution, and (c) the Authority, for which you propose to act as Swap Provider. Provide information requested in the green shaded areas for Schedule B and Schedule C. Failure to submit pricing as instructed in the Cost Sheet shall result in rejection of the Qualifications. Do not alter the format of the Cost Sheet. A. Fixed Float Interest Rate Swaps 1. Terms follow Attachment 3b - Cancellable Swap Terms, disregarding sections 5. Other. (a). This swap is NOT cancellable at par. Notional Amount follows Maximum Notional Amount Outstanding in Appendix A from Attachment 3b - Cancellable Swap Terms. Floating Rate Option: 0.85% of LIBOR 1 Month Please specify yes or no whether you can do weekly resets on this swap. If yes, Floating Rate Reset Dates: The Effective Date and each Thursday thereafter. If no, Floating Rate Reset Dates: The Effective Date and the 1 st of each month thereafter. Please provide Swap Provider fee (spread) in basis points charged over mid-level par swap rate for (a), (b) and (c), below. Do not provide the mid-level par swap rate, only the fee you are proposing to charge. (a) 1987 and 1988 HORB General Resolutions (b) 1974 HRB General Resolution (c) The Authority Please specify whether and if so, how much any of your fees in (a), (b) and (c), above, would change if the notional amount started at 10 million instead of 30 million, and amortized proportionately. 2. Terms follow Attachment 3b - Cancellable Swap Terms, with the exception of sections 5. Other. (a). This swap is NOT cancellable at par. Notional Amount follows Maximum Notional Amount Outstanding in Appendix A from Attachment 3b - Cancellable Swap Terms. Floating Rate Option: SIFMA 1

17 Floating Rate Reset Dates: The Effective Date and each Thursday thereafter. Please provide Swap Provider Fee in basis points charged over mid-level par swap rate next to (a), (b) and (c), below. Do not provide the mid-level par swap rate, only the fee you are proposing to charge. (a) 1987 and 1988 HORB General Resolutions (b) 1974 HRB General Resolution (c) The Authority Please specify whether and if so, how much any of your fees in (a), (b) and (c), above, would change if the notional amount started at 10 million instead of 30 million, and amortized proportionately. B. Cancellable Swaps 3. Terms follow Attachment 3b - Cancellable Swap Terms. Floating Rate Option: 0.85% of LIBOR 1 Month Please specify yes or no whether you can do weekly resets on this swap. If yes, Floating Rate Reset Dates: The Effective Date and each Thursday thereafter. If no, Floating Rate Reset Dates: The Effective Date and the 1 st of each month thereafter. Please complete the green highlighted sections in Schedules B and C, included as part of this Cost Sheet and as a separate excel file. Please complete and return Attachment 3 Schedules A, B and C (Cost Sheet) Swap Provider RFQ.xlsx as part of your response to this RFQ for (a), (b) and/or (c), below. (a) 1987 and 1988 HORB General Resolutions (b) 1974 HRB General Resolution (c) The Authority Please specify whether and if so, how much any of your fees in (a), (b) and (c), above, would change if the notional amount started at 10 million instead of 30 million, and amortized proportionately. 4. Terms follow Attachment 3b - Cancellable Swap Terms. Floating Rate Option: SIFMA Floating Rate Reset Dates: The Effective Date and each Thursday thereafter. Please complete the green highlighted sections in Schedules B and C, included as part of this Cost Sheet and as a separate excel file. Please complete and return Attachment 3 Schedules A, B and C (Cost Sheet) Swap Provider RFQ.xlsx as part of your response to this RFQ for (a), (b) and/or (c), below. (a) 1987 and 1988 HORB General Resolutions (b) 1974 HRB General Resolution (c) The Authority Please specify whether and if so, how much any of your fees in (a), (b) and (c), above, would change if the notional amount started at 10 million instead of 30 million, and amortized proportionately. 2

18 Cost Sheet (Attachment 3b) - Cancellable Swap Terms The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Notional Amount: USD 30,000, (amortizing as per Appendix A below) Effective Date: 15 May 2018 Termination Date: 1 September 2037 Fixed Amounts: Fixed Notional Amount: Fixed Rate Payer: USD 30,000, (see Appendix A attached) WISCONSIN HOUSING AND ECONOMIC DEVELOPMENT AUTHORITY Fixed Rate Payer Payment Dates: SEMI-ANNUALLY commencing on 1 September 2018 subject to adjustment in accordance with the Following Business Day Convention and there will be no adjustment to the Calculation Period. Fixed Rate Day Count Fraction: 30/360 Business Day: New York Floating Amounts: Floating Notional Amount: Floating Rate Payer: Spread Floating Rate Payer Payment Dates: Floating Rate for initial Calculation Period: Floating Rate Option: Designated Maturity: Floating Rate Day Count Fraction: Reset Dates: Rate Determination: Method of Averaging: USD 30,000, (amortizing as per Appendix A below) Swap Provider Firm percent SEMI-ANNUALLY commencing on 01 September 2018 subject to adjustment in accordance with the Following Business Day Convention and there will be no adjustment to the Calculation Period. To be determined As defined in Cost Sheet (Attachment 3 to RFQ) 1MONTH Actual/Actual As defined in Cost Sheet (Attachment 3 to RFQ) One London Business Day prior Weighted Average

19 Cost Sheet (Attachment 3b) - Cancellable Swap Terms Business Day (for Payments): Business Day (for Rate Resets): Compounding: Fee: New York London Not applicable. Not applicable. 5. Other. (a) EARLY TERMINATION AT PAR (NO SETTLEMENT AMOUNT PAYABLE) 1. WISCONSIN HOUSING AND ECONOMIC DEVELOPMENT AUTHORITY ( Party B ) shall have the right by telephone notice to SWAP PROVIDER FIRM ( Party A ) on the Notice Date (as set out in 5(a)(2) below) to terminate and cancel this Transaction in whole or in part at par (the effective date of any such termination and cancellation being hereinafter referred to as the Effective Date of Cancellation ) as of 01 September 2020 and semi-annually thereafter on each September 1 and March 1 (each such period from September 1 to March 1 and from March 1 to September 1 being a Calculation Period ) provided that such termination shall not cause the remaining Notional Amount outstanding to be less than the Minimum Notional Amount Outstanding (as defined in Appendix A) in the row corresponding to the Calculation Period commencing on such Effective Date of Cancellation. Each Effective Date of Cancellation is subject to adjustment in accordance with the Following Business Day Convention. Following a partial optional termination as set out above, the Notional Amount for each subsequent Calculation Period will be reduced by an amount equal to the product of (a) the Notional Amount for such Calculation Period multiplied by (b) the fraction equal to the total current Notional Amount being terminated divided by the current Notional Amount. Such notional reduction amounts will be rounded to the nearest $5, To terminate this Transaction at par in whole or in part as provided for in 1. above, WISCONSIN HOUSING AND ECONOMIC DEVELOPMENT AUTHORITY shall give verbal notice (to be followed by written or electronic notice) to SWAP PROVIDER FIRM before 5:00 pm New York time on a date that is two (2) New York Business Days prior to the Effective Date of Cancellation (the Notice Date ). 3. This Transaction shall terminate in whole or in part on each par termination date with no further rights and obligations of either party in respect thereof, except for the obligations to make payments of any unsettled accrued interest. (b) OPTIONAL MARKET TERMINATION PROVISION Party B shall have the right to terminate this Transaction in part (one or more times) or in whole on any Business Day (provided that no Event of Default or Termination Event has occurred with respect to Party B ) by providing (i) at least one (1) Business Day prior written notice to Party A of its election to terminate this Transaction and (ii) evidence reasonably satisfactory to Party A that any and all amounts owed to Party A in connection with such early termination shall be paid on the due date thereof. For the purpose of this Optional Additional Termination Event, Party B shall be the sole Affected Party.

20 Cost Sheet (Attachment 3b) - Cancellable Swap Terms Appendix A Begin Date, from and including End Date, to and excluding Maximum Notional Amount Outstanding Minimum Notional Amount Outstanding 5/15/2018 9/1/ ,000,000 30,000,000 9/1/2018 3/1/ ,000,000 30,000,000 3/1/2019 9/1/ ,000,000 30,000,000 9/1/2019 3/1/ ,000,000 30,000,000 3/1/2020 9/1/ ,000,000 30,000,000 9/1/2020 3/1/ ,000,000 25,000,000 3/1/2021 9/1/ ,000,000 25,000,000 9/1/2021 3/1/ ,000,000 25,000,000 3/1/2022 9/1/ ,000,000 15,000,000 9/1/2022 3/1/ ,000,000 15,000,000 3/1/2023 9/1/ ,000,000 15,000,000 9/1/2023 3/1/ ,000, /1/2024 9/1/ ,000, /1/2024 3/1/ ,000, /1/2025 9/1/ ,000, /1/2025 3/1/ ,000, /1/2026 9/1/ ,000, /1/2026 3/1/ ,000, /1/2027 9/1/ ,000, /1/2027 3/1/ ,000, /1/2028 9/1/ ,000, /1/2028 3/1/ ,000, /1/2029 9/1/ ,000, /1/2029 3/1/ ,000, /1/2030 9/1/ ,000, /1/2030 3/1/ ,000, /1/2031 9/1/ ,000, /1/2031 3/1/ ,000, /1/2032 9/1/ ,000, /1/2032 3/1/2033 9,000, /1/2033 9/1/2033 9,000, /1/2033 3/1/2034 6,000, /1/2034 9/1/2034 6,000, /1/2034 3/1/2035 3,000, /1/2035 9/1/2035 3,000, /1/2035 3/1/

21 Schedule A Cancellable Swap Cash Flows Begin Date, from and including End Date, to and excluding Maximum Notional Amount Outstanding Minimum Notional Amount Outstanding Call Effective Date 1 Cancellable Swap Component Strip 1 Call Effective Date 2 Cancellable Swap Component Strip 2 Call Effective Date 3 Cancellable Swap Component Strip 3 5/15/2018 9/1/ ,000,000 30,000,000 5,000,000 10,000,000 15,000,000 9/1/2018 3/1/ ,000,000 30,000,000 5,000,000 10,000,000 15,000,000 3/1/2019 9/1/ ,000,000 30,000,000 5,000,000 10,000,000 15,000,000 9/1/2019 3/1/ ,000,000 30,000,000 5,000,000 10,000,000 15,000,000 3/1/2020 9/1/ ,000,000 30,000,000 5,000,000 10,000,000 15,000,000 9/1/2020 3/1/ ,000,000 25,000,000 9/1/2020 5,000,000 10,000,000 15,000,000 3/1/2021 9/1/ ,000,000 25,000,000 3/1/2021 5,000,000 10,000,000 15,000,000 9/1/2021 3/1/ ,000,000 25,000,000 9/1/2021 5,000,000 10,000,000 15,000,000 3/1/2022 9/1/ ,000,000 15,000,000 3/1/2022 5,000,000 3/1/ ,000,000 15,000,000 9/1/2022 3/1/ ,000,000 15,000,000 9/1/2022 5,000,000 9/1/ ,000,000 15,000,000 3/1/2023 9/1/ ,000,000 15,000,000 3/1/2023 5,000,000 3/1/ ,000,000 15,000,000 9/1/2023 3/1/ ,000, /1/2023 5,000,000 9/1/ ,000,000 9/1/ ,000,000 3/1/2024 9/1/ ,000, /1/2024 5,000,000 3/1/ ,000,000 3/1/ ,000,000 9/1/2024 3/1/ ,000, /1/2024 5,000,000 9/1/ ,000,000 9/1/ ,000,000 3/1/2025 9/1/ ,000, /1/2025 5,000,000 3/1/ ,000,000 3/1/ ,000,000 9/1/2025 3/1/ ,000, /1/2025 5,000,000 9/1/ ,000,000 9/1/ ,000,000 3/1/2026 9/1/ ,000, /1/2026 5,000,000 3/1/ ,000,000 3/1/ ,000,000 9/1/2026 3/1/ ,700, /1/2026 4,783,333 9/1/2026 9,566,667 9/1/ ,350,000 3/1/2027 9/1/ ,400, /1/2027 4,566,667 3/1/2027 9,133,333 3/1/ ,700,000 9/1/2027 3/1/ ,100, /1/2027 4,350,000 9/1/2027 8,700,000 9/1/ ,050,000 3/1/2028 9/1/ ,800, /1/2028 4,133,333 3/1/2028 8,266,667 3/1/ ,400,000 9/1/2028 3/1/ ,500, /1/2028 3,916,667 9/1/2028 7,833,333 9/1/ ,750,000 3/1/2029 9/1/ ,200, /1/2029 3,700,000 3/1/2029 7,400,000 3/1/ ,100,000 9/1/2029 3/1/ ,900, /1/2029 3,483,333 9/1/2029 6,966,667 9/1/ ,450,000 3/1/2030 9/1/ ,600, /1/2030 3,266,667 3/1/2030 6,533,333 3/1/2030 9,800,000 9/1/2030 3/1/ ,300, /1/2030 3,050,000 9/1/2030 6,100,000 9/1/2030 9,150,000 3/1/2031 9/1/ ,000, /1/2031 2,833,333 3/1/2031 5,666,667 3/1/2031 8,500,000 9/1/2031 3/1/ ,700, /1/2031 2,616,667 9/1/2031 5,233,333 9/1/2031 7,850,000 3/1/2032 9/1/ ,400, /1/2032 2,400,000 3/1/2032 4,800,000 3/1/2032 7,200,000 9/1/2032 3/1/ ,100, /1/2032 2,183,333 9/1/2032 4,366,667 9/1/2032 6,550,000 3/1/2033 9/1/ ,800, /1/2033 1,966,667 3/1/2033 3,933,333 3/1/2033 5,900,000 9/1/2033 3/1/ ,500, /1/2033 1,750,000 9/1/2033 3,500,000 9/1/2033 5,250,000 3/1/2034 9/1/2034 9,200, /1/2034 1,533,333 3/1/2034 3,066,667 3/1/2034 4,600,000 9/1/2034 3/1/2035 7,900, /1/2034 1,316,667 9/1/2034 2,633,333 9/1/2034 3,950,000 3/1/2035 9/1/2035 6,600, /1/2035 1,100,000 3/1/2035 2,200,000 3/1/2035 3,300,000 9/1/2035 3/1/2036 5,300, /1/ ,333 9/1/2035 1,766,667 9/1/2035 2,650,000 3/1/2036 9/1/2036 4,000, /1/ ,667 3/1/2036 1,333,333 3/1/2036 2,000,000 9/1/2036 3/1/2037 2,700, /1/ ,000 9/1/ ,000 9/1/2036 1,350,000 3/1/2037 9/1/2037 1,400, /1/ ,333 3/1/ ,667 3/1/ ,000

22 Schedule B Pricing Rates, Premiums, Spreads, Deltas and Vegas Proposer: Curve Market CLOSE: 5/15/2018 Pricing Date Authority Credit: 1987 and 1988 HORB General Resolutions 1987 and 1988 HORB General Resolutions Floating Rate Option: 0.85% of LIBOR 1 Month SIFMA mid-level par swap rate option premium Swap provider fee (spread) Total cancellable swap rate 0.0% 0.0% par swap rate Total cancellable swap rate Total cancellable swap rate Authority Credit: 1974 HRB General Resolution 1974 HRB General Resolution Floating Rate Option: 0.85% of LIBOR 1 Month SIFMA mid-level par swap rate option premium Swap provider fee (spread) Total cancellable swap rate 0.0% 0.0% par swap rate Total cancellable swap rate Total cancellable swap rate Authority Credit: The Authority The Authority Floating Rate Option: 0.85% of LIBOR 1 Month SIFMA mid-level par swap rate option premium Swap provider fee (spread) Total cancellable swap rate 0.0% 0.0% par swap rate Total cancellable swap rate Total cancellable swap rate *Cancellable swap component information is in Schedule A of the Cost Sheet. *Cancellable swap terms are in Attachment 3b to the Cost Sheet.