Res 25-15RESOLUTION NO. R-25-15
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, APPROVING THE
FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF MASTER EQUIPMENT
LEASE/PURCHASE AGREEMENT WITH BANC OF
AMERICA PUBLIC CAPITAL CORP., AS LESSOR,
TOGETHER WITH SEPARATE SCHEDULES THERETO;
AUTHORIZING THE ACQUISITION, PURCHASE,
FINANCING AND LEASING OF CERTAIN EQUIPMENT
FROM TIME TO TIME, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $10,040,000; NO GENERAL
OBLIGATION; AUTHORIZING THE PROPER OFFICERS
OF THE CITY TO DO ALL OTHER THINGS DEEMED
NECESSARY OR ADVISABLE TO CONSUMMATE THE
TRANSACTION CONTEMPLATED HEREIN;
SEVERABILITY OF INVALID PROVISIONS AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission"), as the governing body of the
City of Delray Beach, Florida (the "City"), is authorized by under the laws of the State of
Florida, particularly Chapter 166, Florida Statutes, as amended, to purchase, acquire and lease
personal property for the benefit of the City and its inhabitants and to enter into agreements with
respect thereto; and
WHEREAS, the Commission hereby determines that a need exists for the acquisition,
purchase and financing of certain equipment, including but not limited to, fire aerial apparatus,
police mobile command vehicles, ambulances, fire engines, brush trucks, police radios,
computers, computer network storage and servers, diesel exhaust systems, and parking meters,
and such other equipment as may be necessary for the provision of public safety and other
general municipal services (collectively, the "Equipment"); and
Resolution No. R-25-15
WHEREAS, in order to acquire such Equipment, the City desires to enter into that
certain Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease") with
Banc of America Public Capital Corp, as lessor (the "Lessor"), attached hereto as Exhibit "A,"
together with separate schedules, (each, a "Schedule"), in the form attached to the Master
Equipment Lease; and
WHEREAS, the Commission hereby determines that it is in the best interest of the City
for the efficient and effective acquisition, purchase and financing of the Equipment, and based on
the current market conditions, and to achieve the best interest rates on favorable terms offered by
the Lessor, it is in the best interest of the City to enter into the Master Equipment Lease with the
Lessor on a negotiated basis; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
SECTION 1. FINDINGS AND DETERMINATIONS. It is hereby ascertained,
determined and declared that:
(a) The acquisition, purchase and financing of the Equipment from time to time serve
a valid municipal purpose.
(b) The City, having previously solicited proposals for lease financing, has
determined that the best qualified proposal for such lease financing was delivered by the Lessor.
(c) The negotiation of the lease financing with the Lessor is in the best interest of the
City by reason of the nature of and schedule to receive proceeds under the Master Equipment
2
Resolution No. R-25-15
Lease when needed, the aforementioned solicitation of proposals and the present market
conditions.
(d) The Master Equipment Lease, in the form attached hereto as Exhibit A, together
with the form of Schedule attached thereto, is hereby approved, with such omissions, insertions
and variations as may be necessary and desirable, as evidenced by the City's execution thereof
and the Mayor (or in his absence, the Vice Mayor) and City Clerk are hereby authorized to
execute the Master Equipment Lease on behalf of the City.
(e) Any capitalized term not otherwise defined herein, shall have the meaning
ascribed to such term in the Master Equipment Lease.
SECTION 2, AUTHOR.IZATION OF LEASE PURCHASE FINANCING.
Subject and pursuant to the provisions of this Resolution and the Master Equipment Lease, the
City is hereby authorized to acquire and finance the costs of the Equipment in the aggregate
principal amount of not exceedii ; Ten Million Dollars ($10,000,000) under the Master
Equipment Lease. The City Manag hereby authorized to execute one or more Schedules to
the Master Equipment Lease for the acquisition, purchase and financing of the Equipment, each
Schedule together with the Master Equipment Lease is hereinafter referred to as a "Lease."
Upon execution of such Schedule, the City Manager shall provide to the Commission within
three days of such execution, a memorandum informing the Commission of the terms of the
Schedule. The total aggregate principal amount to be financed under all of the Schedules shall
not exceed Ten Million Dollars ($10,000,000).
3
Resolution No. R-25-15
SECTION 3. NO GENERAL OBLIGATION. Nothing contained in this
Resolution, the Master Equipment Lease, any Schedule, any Lease or any other instrument shall
with respect to Rental Payments or any other obligation thereunder constitutes an indebtedness .
of the City within the meaning of any constitutional, statutory or other limitation of indebtedness,
but shall be secured and payable solely as a current expense. The Lessor shall never have the
right to compel the exercise of the ad valorem taxing power of the City with respect to any
payment or obligation of the City under the Master Equipment Lease, any Schedule, Lease or
any other instrument contemplated thereby.
SECTION 4. SEVERABILITY OF INVALID PROVISIONS. If any one or more
of the covenants, agreements or provisions of this Resolution should be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions, and shall in no way affect the validity of any of
the other provisions of this Resolution.
SECTION 5. FURTHER AUTHORIZATIONS; RATIFICATION OF PRIOR
ACTS That the Mayor, the Vice Mayor, the City Manager, the Chief Financial Officer, the
Treasurer, the City Clerk, the City Attorney and any other authorized official of the City, be and
each of them is hereby authorized and directed to execute and deliver any and all documents and
instruments, and to do and cause to be done any and all acts and things necessary or proper for
carrying out the transactions contemplated by this Resolution. All actions heretofore taken and
4
Resolution No. R-25-15
i
documents prepared or executed by or on behalf of the City by any of its authorized officers in
connection with the transactions contemplated hereby, are hereby ratified, confirmed, approved
and adopted.
SECTION G. REPEALER That all resolutions or proceedings, or parts thereof, in
conflict with the provisions of this Resolution are to the extent of such conflict hereby repealed.
Resolution No. R-25-15
SECTION 7. EFFECTIVE DATE
immediately upon its passage.
Attest:
That this Resolution shall take effect
PASSED AND ADOPTED in regular session on this the 5t" clay of May, 2015.
CITY CLERK
By:
Name: Chevelle D. Nubia
Title: City Clerk
The foregoing Resolution is hereby
approved by me as to form, language and
execution thisfj�ay of May, 2015.
By: ti
Ci Attorney
CITY OF DEL A ORIDA
By:
Cary . Glickstein, Mayor
Date of Adoption: May 5, 2015
6
Resolution No. R-25-15
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Bank ofAmerica
Merrill Lynch
Charles T.Maguire Banc of America Public Capital Corp
Senior Vice President VA2-300-18-02
Government Equipment Finance 1111 E.Main Street, 18th Floor
Richmond,VA 23219
Email: charles.maguire(a.)baml.com
Tel: (804)788-3345
Fax:(804)262-8344
April 13,2015
Teresa Cantore
Delray Beach,FL.
Jay Glover
Public Financial Management, Inc.
Dear Teresa,
Banc of America Public Capital Corporation ("BAPCC") on behalf of Bank of America, N.A. is pleased to
submit to you ("Lessee") the lease financing proposal (the "Proposed Transaction") described in the attached
Summary of Terms and Conditions(the "Term Sheet").
This letter and the Term Sheet(collectively,the"Proposal' or"Proposal Letter")include only a brief description
of the principal terms of the Proposed Transaction, and are intended for discussion purposes only. This Proposal
Letter is not intended to and does not create any binding legal obligation on the part of either party. THIS
PROPOSAL LETTER IS NOT, AND IS NOT TO BE CONSTRUED AS, A COMMITMENT OR OFFER BY
BAPCC OR ANY RELATED ENTITY TO ENTER INTO THE PROPOSED TRANSACTION. BAPCC will
not be obligated to provide any financing until the satisfactory completion of its credit, legal and investment
approval process. The terms and conditions of this Proposal Letter shall be superseded by and shall no longer be
effective upon the execution and delivery of final legal documentation with respect to this Proposed Transaction.
This Proposal must be accepted on or before April 24, 2015 in order for BAPCC to proceed with its
consideration of the Proposed Transaction. To accept this proposal,please sign the enclosed copy of this letter
and return it to:
Banc of America Public Capital Corp
1111 E.Main Street,18th Floor
Richmond,VA 23832
P-804-788-3345
F—804-788-3432
We appreciate this opportunity to present Bank of America.
Very truly yours,
BANC OF AMERICA PUBLIC CAPITAL CORP
C � 7, Xagaw
Charles T. Maguire
Senior Vice President
"Bank of America Merrill Lynch"is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending,
derivatives, leasing, equipment finance, and other commercial banking activities are performed globally by banking affiliates of Bank of America
Corporation,including Bank of America,N.A.,member FDIC.Securities,strategic advisory,and other investment banking activities are performed globally
by investment banking affiliates of Bank of America Corporation("Investment Banking Affiliates"),including,in the United States,Merrill Lynch, Pierce,
Fenner&Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and members of FINRA and
SIPC, and,in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner&Smith Incorporated and Merrill Lynch Professional
Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by
Investment Banking Affiliates:Are Not FDIC Insured• May Lose Value• Are Not Bank Guaranteed.9)2013 Bank of America Corporation
Page 2
The undersigned,by its authorized representative below, accepts the above proposal,agrees to furnish Lessor,its
successors and assigns, any information relating to the business or financial condition of Lessee or its affiliates,
and authorizes Lessor, Bank of America N.A. and their affiliates to disclose to, discuss with and distribute such
information (and any information they may already have) to any other affiliates or proposed assignees or
successors of Lessor.
Delray Beach, FL.
By:
Title:
Date:
This proposal is submitted in response to your Request for Proposals,dated November 17,2014. The contents of this proposal and any
subsequent discussions between us,including any and all information,recommendations,opinions,indicative pricing,quotations and
analysis with respect to any municipal financial product or issuance of municipal securities,are provided to you in reliance upon the
exemption provided for responses to requests for proposals or qualifications under the municipal advisor rules(the "Rules')of the
Securities and Exchange Commission(240 CFR 1513a1-I et seq.).
The Staff of the SEC's Office ofMunicipal Securities has issued guidance which provides that,in order for a request for proposals to be
consistent with this exemption,it must(a)identify a particular objective, (b)be open for not more than a reasonable period of time(up to six
months being generally considered as reasonable),and(c)involve a competitive process(such as by being provided to at least three
reasonably competitive market participants)or by being publicly posted to your official website. In submitting this proposal,we have relied
upon your compliance with this guidance.
In submitting this proposal,we are not undertaking to act as a "municipal advisor"to you or any other person within the meaning of the
Rules. In connection with this proposal and the transactions described herein,we are not subject to,and we hereby disclaim,any fiduciary
duty to you or to any other person. We understand that you will consult with and rely on the advice of your own municipal,financial,tax,
legal and other advisors as and to the extent you deem necessary in connection with your evaluation of this proposal and the transactions
described herein.
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(iv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
SUMMARY OF TERMS AND CONDITIONS
Date: April 13,2015
Lessee: Delray Beach,FL.
Lessor: Banc of America Public Capital(`BAPCC")or its assignee or designee("Lessor")
Equipment: Vehicles,heavy equipment and technology equipment subject to essentiality.
Structure: The Lease-Agreement is intended as a NON-BANK QUALIFIED security transaction.
Term: 3, 5,7 and 10 years,equipment is subject to useful life guidelines.
Maximum
Funding: Not to exceed$10,000,000
Utilization
Period: Three years subject to annual credit and pricing review by lessor.
Rate: 3 YR 1.1428%
5 YR 1.4158%
7 YR 1.6661%
10 YR 1.9002%
The current rates are locked for 15 business days and will be honored so long as the
transaction is funded before such date. After the 15 business days,the rate for each schedule
will be based on the following index through April 13,2016:
Indexing Based on 4/13/15 Bloomberg Interest Rate Swaps Index:
Term Payment Mode(Arrears) (Avg Life) Index Rate x Discount to +Spread —Current Lease
Index Term Index Rate
Semi-Annual int, Annual
3YR prin 2YR 0.83% 64.1% 0.6108% 1.1428%
Semi-Annual int, Annual
5YR prin 3YR 1.15% 64.1% 0.6787% 1.4158%
Semi-Annual int, Annual
7YR prin 4YR 1.39% 64.1% 0.7751% 1.6661%
Semi-Annual int, Annual
IOYR prin 5YR 1.58% 64.1% 0.8874% 1.9002%
In order to lock the rate,the City must notify(email is fine)BAPCC of acceptance of the rates
within 5 business days from the issuance of this proposal.
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i.e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(iv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
Pavments: Payments will be in accordance with the attached amortization schedule. Please note if
alternative payment frequencies(i.e. quarterly, semiannual or annual)or changes to the
principal amounts due on each payment date are requested,this may be accommodated but any
changes to the average life may also impact the rate quoted herein.
Insurance: Lessee may be required to provide, at its expense, casualty insurance (with such deductibles as
Lessor may approve) Lessor has the ability, if necessary, to obtain and provide any insurance
certificate required.
Prepayment: Pre-payable in whole on any payment date at par.
Governmental
Entitv Lease: The Base Rent installments are calculated on the assumptions, and Lessee will represent, that
Lessee is a state or political subdivision of a state within the meaning of Section 103(c) of the
Internal Revenue Code (the "Code"), that this transaction will constitute an obligation of
Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of
the Code. Lessee shall provide Lessor with such evidence as Lessor may request to
substantiate and maintain such tax status.
Lessee will indemnify Lessor only as to the actions or omissions of the lessee, on an after-tax
basis, against any loss of Federal income tax exemption of the interest portion of the rentals
and against any penalties and interest imposed by the Internal Revenue Service on Lessor in
connection therewith on a lump-sum basis.
Non-Appropriation
Termination: Lessee affirms that funds are available for the current fiscal year and reasonably believes that
sufficient funds can be obtained to make all rental payments during each subsequent fiscal
year. Lessee will regularly budget for and otherwise use its best efforts to obtain funds for the
continuation of the rentals in this transaction.
Expenses: Lessee and Lessor will each be responsible for its own expenses incurred in connection with
the preparation,negotiation and closing of the lease documentation. There are no other fees or
costs associated with this transaction.
Escrow
Account: Lessee shall deposit, subject to compliance with applicable regulations under the Internal
Revenue Code,including,but not limited to arbitrage regulations,the proceeds of the Lease in
an escrow acceptable to Lessor,and disbursements made therefrom to pay for the Project upon
the execution and delivery of an acceptance certificate (and related documents)by Lessee and
approved by Lessor.
Documents: Lease documents in form and substance satisfactory to Lessor and its local counsel must be
executed and delivered. Sample documentation is attached for review. If Lessor requests,
Lessee will also furnish duly executed landlord and mortgage waivers and supporting
information. Lessee will also provide board resolutions, incumbency certificates and other
documentation required by Lessor.
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i.e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(iv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
Market
Disruption: Notwithstanding anything contained herein to the contrary, in the event any material change
shall occur in the financial markets after the date of this Proposal Letter, including but not
limited to any governmental action or other event which materially adversely affects the
extension of credit by banks, leasing companies or other lending institutions, the Lessor may
modify the indicative pricing described above.
USA Patriot Act
Compliance: The Lessee acknowledges that pursuant to the requirements of the USA Patriot Act(Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), the Lessor is required
to obtain verify and record information that identifies the Lessee, which information includes
the name and address of the Lessee and other information that will allow the Lessor to identify
the Lessee in accordance with the Patriot Act.
Asset
Tracking: Complimentary access to ExpressView®,BAPCC's proprietary-industry leading web based
asset management tool that provides clients with online asset tracking and reporting
capabilities,including asset&financial detail,asset-level customer service and pay-off
requests,imaged vehicle titles,invoice access with a list of unpaid invoice balances,user input
fields for internal asset identifiers,and customized reporting.
Please see attached information sheet for specifics.In order to set up vour account properly
we will need to know prior to funding ofyour lease if you wish to take advantage of this
cgpabihtj.
Credit Due
Diligence: In order to complete its credit due diligence, Banc of America Public Capital Corp Credit
Administration will need you to provide:
- Three years of most recent audited financial statements;
- Tax Opinion
- Most recent fiscal year's Budget;
- Insurance Certificate
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i.e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(iv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
3 YR-Lease Amortization:
date funding payment interest principal balance
--------- ------------ ----------- ----------- ----------- ------------
5/1/2015 $1,000,000.00 $1,000,000.00
10/1/2015 $ 253,341.41 $ 4,761.83 $ 248,579.59 $ 751,420.41
4/1/2016 $ 4,293.76 $ 4,293.76 $ - $ 751,420.41
10/1/2016 $ 253,341.41 $ 4,293.76 $ 249,047.65 $ 502,372.76
4/1/2017 $ 2,870.65 $ 2,870.65 $ - $ 502,372.76
10/1/2017 $ 253,341.41 $ 2,870.65 $ 250,470.76 $ 251,902.00
4/1/2018 $ 1,439.42 $ 1,439.42 $ - $ 251,902.00
10/1/2018 $ 253,341.41 $ 1,439.42 $ 251,902.00 $ (0.00)
----------- ---------- ---------- ----------
$1,000,000.00 $1,021,969.49 $21,969.49 $1,000,000.00
5 YR-Lease Amortization:
date funding payment interest principal balance
--------- ------------ ----------- ----------- ----------- ------------
5/1/2015 $1,000,000.00 $1,000,000.00
10/2/2015 $ 170,626.81 $ 5,938.35 $ 164,688.46 $ 835,311.54
4/2/2016 $ 5,913.02 $ 5,913.02 $ - $ 835,311.54
10/2/2016 $ 170,626.81 $ 5,913.02 $ 164,713.78 $ 670,597.76
4/2/2017 $ 4,747.04 $ 4,747.04 $ - $ 670,597.76
10/2/2017 $ 170,626.81 $ 4,747.04 $ 165,879.76 $ 504,718.00
4/2/2018 $ 3,572.81 $ 3,572.81 $ - $ 504,718.00
10/2/2018 $ 170,626.81 $ 3,572.81 $ 167,054.00 $ 337,664.00
4/2/2019 $ 2,390.26 $ 2,390.26 $ - $ 337,664.00
10/2/2019 $ 170,626.81 $ 2,390.26 $ 168,236.54 $ 169,427.46
4/2/2020 $ 1,199.35 $ 1,199.35 $ - $ 169,427.46
10/2/2020 $ 170,626.81 $ 1,199.35 $ 169,427.46 $ (0.00)
----------- ---------- ---------- ----------
$1,000,000.00 $1,041,583.33 $41,583.33 $1,000,000.00
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i.e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(iv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
7 YR-Lease Amortization:
date funding payment interest principal balance
--------- ------------ ----------- ----------- ----------- ------------
5/1/2015 $1,000,000.00 $1,000,000.00
10/2/2015 $ 129,558.67 $ 6,988.51 $ 122,570.17 $ 877,429.83
4/2/2016 $ 7,309.58 $ 7,309.58 $ - $ 877,429.83
10/2/2016 $ 129,558.67 $ 7,309.58 $ 122,249.09 $ 755,180.74
4/2/2017 $ 6,291.16 $ 6,291.16 $ - $ 755,180.74
10/2/2017 $ 129,558.67 $ 6,291.16 $ 123,267.51 $ 631,913.23
4/2/2018 $ 5,264.26 $ 5,264.26 $ - $ 631,913.23
10/2/2018 $ 129,558.67 $ 5,264.26 $ 124,294.41 $ 507,618.82
4/2/2019 $ 4,228.80 $ 4,228.80 $ - $ 507,618.82
10/2/2019 $ 129,558.67 $ 4,228.80 $ 125,329.87 $ 382,288.95
4/2/2020 $ 3,184.72 $ 3,184.72 $ - $ 382,288.95
10/2/2020 $ 129,558.67 $ 3,184.72 $ 126,373.95 $ 255,915.01
4/2/2021 $ 2,131.94 $ 2,131.94 $ - $ 255,915.01
10/2/2021 $ 129,558.67 $ 2,131.94 $ 127,426.73 $ 128,488.28
4/2/2022 $ 1,070.39 $ 1,070.39 $ - $ 128,488.28
10/2/2022 $ 129,558.67 $ 1,070.39 $ 128,488.28 $ (0.00)
----------- ---------- ---------- ----------
$1,000,000.00 $1,065,950.23 $65,950.23 $1,000,000.00
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i.e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(iv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
10 YR-Lease Amortization:
date funding payment interest principal balance
--------- ------------ ----------- ----------- ----------- ------------
5/1/2015 $1,000,000.00 $1,000,000.00
10/2/2015 $ 96,027.31 $ 7,970.32 $ 88,056.99 $ 911,943.01
4/2/2016 $ 8,664.41 $ 8,664.41 $ - $ 911,943.01
10/2/2016 $ 96,027.31 $ 8,664.41 $ 87,362.90 $ 824,580.11
4/2/2017 $ 7,834.37 $ 7,834.37 $ - $ 824,580.11
10/2/2017 $ 96,027.31 $ 7,834.37 $ 88,192.94 $ 736,387.17
4/2/2018 $ 6,996.44 $ 6,996.44 $ - $ 736,387.17
10/2/2018 $ 96,027.31 $ 6,996.44 $ 89,030.86 $ 647,356.30
4/2/2019 $ 6,150.56 $ 6,150.56 $ - $ 647,356.30
10/2/2019 $ 96,027.31 $ 6,150.56 $ 89,876.75 $ 557,479.55
4/2/2020 $ 5,296.64 $ 5,296.64 $ - $ 557,479.55
10/2/2020 $ 96,027.31 $ 5,296.64 $ 90,730.67 $ 466,748.88
4/2/2021 $ 4,434.60 $ 4,434.60 $ - $ 466,748.88
10/2/2021 $ 96,027.31 $ 4,434.60 $ 91,592.71 $ 375,156.17
4/2/2022 $ 3,564.37 $ 3,564.37 $ - $ 375,156.17
10/2/2022 $ 96,027.31 $ 3,564.37 $ 92,462.93 $ 282,693.23
4/2/2023 $ 2,685.88 $ 2,685.88 $ - $ 282,693.23
10/2/2023 $ 96,027.31 $ 2,685.88 $ 93,341.43 $ 189,351.81
4/2/2024 $ 1,799.04 $ 1,799.04 $ - $ 189,351.81
10/2/2024 $ 96,027.31 $ 1,799.04 $ 94,228.27 $ 95,123.54
4/2/2025 $ 903.77 $ 903.77 $ - $ 95,123.54
10/2/2025 $ 96,027.31 $ 903.77 $ 95,123.54 $ (0.00)
----------- ---------- ---------- ----------
$1,000,000.00 $1,104,630.47 $104,630.47 $1,000,000.00
The transaction described in this document is an arm's length,commercial transaction between you and Banc ofAmerica Public Capital Corp(BAPCC')
in which:(z)BAPCC is acting solely as a principal(i.e.,as a lender or lessor)and for its own interest;(ii)BAPCC is not acting as a municipal advisor or
financial advisor to you;(iii)BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this
transaction and the discussions,undertakings and procedures leading thereto('irrespective of whether BAPCC or any of its affiliates has provided other
services or is currently providing other services to you on other matters);(zv)the only obligations BAPCC has to you with respect to this transaction are set
forth in the definitive transaction agreements between us;and(v)BAPCC is not recommending that you take an action with respect to the transaction
described in this document,and before taking any action with respect to the this transaction,you should discuss the information contained herein with your
own legal,accounting,tax,financial and other advisors,as you deem appropriate. If you would like a municipal advisor in this transaction that has legal
fiduciary duties to you,you are free to engage a municipal advisor to serve in that capacity.
Coversheet Page 1 of 2
MEMORANDUM
TO: Mayor and City Commissioners
FROM: Jack Warner, Chief Financial Officer
Teresa Cantore, Treasurer
THROUGH: Donald B. Cooper, City Manager
DATE: April 17, 2015
SUBJECT: AGENDA ITEM 9.E.-REGULAR COMMISSION MEETING OF MAY 5,2015
RESOLUTION NO.25-15/BANG OF AMERICA/PUBLIC CAPITAL CORPORATION MASTER
LEASE PURCHASE AGREEMENT
BACKGROUND
The City's operating and capital plans include acquisitions of vehicles, technology, and other capital
equipment that are candidates for financing rather than outright cash purchase. Advantages of financing
include preservation of cash for operating expenditures and better matching of expenses with the useful
life of the equipment. Large single items, acquisitions of real property and of items with available
vender financing will continue to be candidates for individual financing transactions. It is best practice to
have available a master financing facility with pre-negotiated rates and terms an as an alternative when
these other financing options are not available.
In compliance with Code Section 36.02(A)(1) Competitive Bids, and with assistance from Public
Financial Management (PFM), the City's financial advisory firm, staff received five bids in response to
its Notice for$ 10 Million Non-Revolving Line of Credit (LOC) Proposal to fund or reimburse the
purchase of certain vehicles, heavy equipment and technology, with the ability of the City to make draws
over a three year period. The Notice was posted by the City on its website and on DemandStar, and was
distributed by PFM to their list of organizations known to have supported this form of financing (Please
see attached List of Bank Contacts.)
Banc of America Public Capital Corp responded with the lowest overall borrowing costs and most
favorable terms (Please see attached Equipment Financing Bid Responses.) Rates and documents were
then negotiated by Finance and the City Attorney with support from PFM and bond counsel Greenberg
Traurig. The proposed rates and terms are found on the attached Banc of America Public Capital Corp
Term Sheet. The facility will be available for three years and will have a total capacity of$10 million.
Rates are fixed for the term of each financing transaction based on the indexing described in the Term
Sheet. Current rates are as follows; rates at subsequent takedowns will vary based based on the rate
calculation within the Term Sheet:
3 Yr 1.1428%
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Coversheet Page 2 of 2
5 Yr 1.4158%
7 Yr 1.6661%
10 Yr 1.9002%
LEGAL DEPARTMENT REVIEW
Approved as to form and legal sufficiency.
RECOMMENDATION
That the Commission approve, by motion, Resolution No. 25-15; and authorize the execution and
delivery of the Master Equipment Lease/Purchase Agreement with Banc of America Public Capital
Corp, as lessor.
http://itwebapp/AgendaIntranet/Bluesheet.aspx?ItemID=9086&MeetingID=565 7/13/2015