AGREEMENT REGARDING LEASE FINANCING
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BankofAmerica ~
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Ann E. Fries
Vice President
Bank of America
Leasing and Capital Group
FL4-248-02-09
1201 6th Avenue West
Bradenton. FL 34205
Tel 941.745.3014
Fax 941.745.3009
ann.e.Fries@bankamerica.mm
August7,2000
Mr. George McKibben
Purchasing Manager
City of Clearwater
3" Floor
100 South Myrtle Avenue
Clearwater, FL 33756-5520
Dear Mr. McKibben:
RE: ReQuest for Proposal RFP 60-00
Bank of America Leasing & Capital Group ("Lessor") is pieased to submit our lease financing
proposal (the "Proposal") described in the attached Summary of Terms and Conditions (the
"Term Sheet"). Please review the Term Sheet and contact me if you have any questions. I have
also enclosed a blank draft of our basic municipal lease agreement for your review.
The pricing in this proposal is the same whether or not you finance any equipment through The
Florida League of Cities. PLEASE NOTE however, that Bank of America has developed a
variation of the traditional tax-exempt lease called a "Term of Years", which we have used
successfully for computer hardware and software financings. This structure is designed for
assets such as computer equipment that you are not inclined to own at the end of the lease
financing term.
The lease term on computer hardware and software assets is usually 3-4 years. The assets are
financed on a tax-exempt basis. At the end of the "use" or lease term period, ownership reverts
to the equipment vendor or Lessor and the Lessee may "refresh" the equipment, replacing the
existing equipment with new equipment. Therefore, you do not have to worry about disposition of
the assets. However, if you wish, you do aiso have the option of purchasing the equipment for
fair market value or renewing the existing lease.
We believe that we are able to offer you exceptionally good rates and terms on the Term of
Years type of structure for high tech assets. Our vendor in these transactions, Pomeroy
Computer, bases its analysis upon a very detaiied equipment description, and because of this,
we cannot give you a quote for this structure at this time without that level of detail on your future
high tech asset requirements. However, in our bids to date to other political subdivisions, the
Term of Years rate is usually well below the traditional "$1 out" fixed iease rate I have provided in
the attached proposai for 3 year equipment. We are able to offer these more favorable rates
because Pomeroy factors in the assets' resale value at the end of the transaction_
I would be happy to discuss this part of the transaction with you in greater detaii and answer any
questions you may have regarding it.
USA
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This Proposal and the Term Sheet include only a brief description of the principal terms of the
proposed transaction. Please understand that this Proposal is not a commitment or offer to
lease, and does not create any obligation for Lessor. Lessor will not be responsible or liable for
any damages, consequential or otherwise, that may be incurred or alleged by any person or
entity, including Lessee, as a result of this Proposal. Lessor will notify you in writing of its
decision if it agrees to proceed with the proposed transaction after completing its review and
analysis.
To accept this Proposal, please sign the enclosed copy of this letter and return it, by no later than
August 25, 2000, to Bank of America Leasing and Capital, LLC, Mailcode FL4-248-02-09,
1201 W 6th Avenue Bradenton, Florida 33409, Attention: Ann E Fries. Should you have any
questions, you may contact me at (941) 745-3014.
Very truly yours,
:;;:::~R~~~NG & CAPITAL, LLC
By: Ann E. Fries
Title: Vice President
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 NT&SA and their
affiliates to disclose to, discuss with and distribute such information (and any information they
may aiready have) to any other affiliates or proposed assignees or successors of Lessor.
Citv of Clearwater
See attached Signature Page
By:
Title:
Date:
Countersigned:
CITY OF CLEARWATER, FLORIDA
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Brian J. AW<gst
Mayor-Commissioner
By: dJ~L .u.
William B. Horne, II
Interim City Manager
Approved as to form:
Attest:
ne C. Hayman
ssistant City Attorney
0L~Z f1. ,Q...
C~ia E. GciDdeau
City Clerk
Governmental Entity Lease Optional Terms
Date:
Lessee:
Lessor:
EauiDment:
Term:
Lease Term:
Interim Rental
Term:
Fixed Tax-Exempt
Interest Rate:
Term
3 Years
5 Years
SUMMARY OF TERMS AND CONDITIONS
(Revised November 16,2000)
Lease Puchasinl! RFP 60-00
August 7, 2000
The City of Clearwater, Florida
Bane of America Leasing & Capital, LLC or its designee ("Lessor").
Description: Master Equipment Lease for new equipment consisting primarily of vehicles and data
processing equipment from Octoher I, 2000 through June 30, 2003, to he more fully specified.
(individually "Unit" and collectively "Equipment")
Maximum Purchase Price: The lower of $15,000,000 over three years, or the fair market value of the
Equipment, which may include soft costs such as freight, installation and taxes paid up-front by Lessor
not exceeding 20% of the Maximum Purchase Price.
Lease Commencement Date: No later than December 31, 2000.
Lease terms will be 36 and 60 months from lease inception, depending on the equipment financed.
Utilization Period: The initial utilization period will be for three years, subject to annual credit re'view
by the Lessor ,and will be subject to no material adverse credit change for the Lessee, and no default
and no event of non-appropriation under the Master Lease.
The Interim Rental Term will be equal to the number of days from acceptance of the Equipment to the
Lease Commencement Date. Rental will be charged at the daily equivalent rate of interest.
Percentage of
Payment
Tax-ExemDt Rate
D.S.Term Treasurv
Quarterly Arrears
5.686%
91%
Quarterly! Arrears
5.410%
88%
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Governmental Entity Lease Optional Terms
Variable Rate
Option:
Term
3 Years
5 Years
Rent:
Index:
End of
Term Qntions:
Lease
Structure:
This option would utilize a fixed to floating interest cate swap. The rate on this option would
be spread over the weekly Bond Market Association ("BMA") tax-exempt index. Under
current market conditions, this rate would be as follows:
Payment
Spread over BMA
QuarterlyArrears
BMA + 144 basis points
Quarterly/Arrears
BMA + 100 hasis points
This rate will change as market conditions change. If Lessee chooses this alternative, we
would recommend a more detailed discussion of the mechanics of this interest rate swap.
Rental payments are payable as indicated above. Sample amortization schedules for the fixed rate option
only, ace attached for the 3 and 5- year terms, per $1,000,000 funded.
Year One: From Lease Commencement through September 30, 2001, the fixed tax-exempt interest rate
will be calculated according to the above listed peccentage of the then 3 or 5- Year U.S. Term Treasury,
determined as outlined below in the "Index" provision.
Years Two and Three: Lessor will have the right to readjust the above U.S. Term Treasury percentages
to maintain its economics in this transaction. Once determined, that percentage will be applicable to all
fundings during the course of each year.
The index for calculating the annual tax -exempt fixed interest rate is based on the weekly average bond-
equivalent yield per annum for the 3 and 5-Year U.S. Treasury obligations as published by the Federal
Reserve Board (H.l5(519)) for the week of takedown , and the rate will be fixed as of that date. For
purposes of the attached sample amortizations and the tax-exempt rate enumerated above, the weekly
average 3 and 5 year U.S. Term Treasuries for the week ending July 28, 2000 has been assumed. If the
index drops by more than 25 basis points (1/4%) prior to any funding, Lessor will recalculate rent~ls
accordingly to preserve its economics.
Purchase Price: At the expiration of the Lease Tenn, Lessee will purchase all (but not less than all) the
Equipment for $1.00.
This lease is a lease intended as security transaction; an tax benefits will remain with Lessee; the lease
will be a net financial lease, and all expenses, including (but not limited to) insurance, maintenance, and
taxes, will be for the account of Lessee.
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Governmental Entity Lease Optional Terms
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 I 03( c) of the Internal Revenue
Code (the "Code") and that this transaction will constitute an obligation of Lessee within the meaning of
Section 103(a) of the Code, notwithstanding Section 103(b) ofthe Code and that lessee is a "qualified
small issuer" under Section 265(b) of the Code if the Bank Qualified rare option is utilized. Lessee
shall provide Lessor with such evidence as Lessor may request to substantiate and maintain such tax
status. Lessee will indemnify Lessor, on a lump-sum, 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.
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 intends to
regularly hudget for and otherwise use its best efforts to obtain funds for the continuation of the rentals
in this transaction. If Lessee fails to budget, appropriate, or otherwise make available funds for the
subsequent fiscal years to continue leasing the Equipment and has no funds for such leasing from other
sources, Lessee may, after 90 days prior written notice to Lessor, tenninate the lease (an "Early
Tennination") at the end of the then current fiscal year and will not be obligated to make further
payments. This transaction will provide that annual appropriation for one type of asset subject to lease
will be considered an appropriation for all other assets subject to lease.
The lease will provide that:
1) Lessee will provide, at its expense, casualty insurance (with such deductibles as Lessor
may approve), which casualty insurance may, with the consent of the Lessor, be in the
form of self insurance, self-funding or purchased policy.
2) If a casualty renders the Equipment a total loss, Lessee will either replace the Equipment,
in which case Lessor will convey the damaged Equipment to Lessee, or pay Lessor an
amount equal to the unpaid balance of the lease (using its own funds and any available
insurance proceeds), and rent will cease to accrue under the lease.
3) If Lessee fails to make any rent payment when due, provide any required insurance or
perform any of its other obligations under the lease, Lessor may terminate the lease,
repossess the Equipment and recover from Lessee any deficiency between the fair market
sale value of or actual net sale proceeds from the Equipment and the unpaid balance of the
lease, plus costs and expenses.
4) Upon any Early Tennination of the Lease, (al Lessee may purcbase the Equipmenr by
paying Lessor the unpaid balance of the lease and (b) unless Lessee so purchases the
Equipment, Lessee will, at its expense, promptly return the Equipment to Lessor.
Assignment:
Lessor shall be entitled to assign its right, title and interest in the Lease to a trustee for the purpose of
issuing certificates of participation or other forms of certificates evidencing an undivided interest in such
Lease, provided such certificates are sold only on a private placement basis (and not pursuant to any
"public offering") to a purchaser(s) who represent that (I) such purchaser has sufficient knowledge and
experience in fmancial and business matters to be able to evaluate the risks and merits of the investment
(ii) such purchaser understands neither the Lease or certificates will be registered under the Securities Act
of 1933, (iii) such purchaser is either an "accredited investor" within the meaning of Regulation D under
the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv)
that it is the intention of such purchaser to acquire such certificates (A) for investment for its O\Vll account
or (B) for resale in a transaction exempt from registration under the SeclITities Act of 1933.
Escrow
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Account:
Lease
Documents:
Opinion of
Counsel:
Credit Due
DiIi(!"ence:
Utilization Period
Expiration Date:
Governmental Entity Lease Optional Terms
If Lessee so desires, subject to compliance with applicable regulations under the Internal Revenue Code,
including, but not limited to arbitrage regulations, the proceeds of the Lease may be deposited. in an
eSC-fOW acceptable to Lessor, and disbursements made therefrom to pay for Equipment upon the execution
and delivery of an acceptance certificate (and related documents) by Lessee and approved by Lessor.
There will be no additional fees or expenses for setting up this account.
Lease documents in form and substance satisfactory to Lessor must be executed and delivered. If Lessor
requests, Lessee will also furnish duly executed landlord and mortgagee waivers and supporting
information. Lessee will also provide board. resolutions, incumbency certificates and other
documentation required by Lessor.
Lessee's counsel shall deliver an opinion to Lessor at closing in form and substance satisfactory to
Lessor. The opinion of counsel will provide that:
(a) the portion of Base Rent designated as and constituting interest paid by Lessee and received by
Lessor is excluded from gross income for federal income tax purposes under Section 103 of the
Internal Revenue Code of 1986 and is exempt from State of Florida personal income taxes;
(b) such interest is Dot a specific preference item for purposes of the federal individual or corporate
alternative minimum taxes; and
(c) counsel has examined, approved and attached the text of the enabling resolution of Lessee's
governing body-authorizing Lessee to enter into the Lease.
In order to complete its credit due diligence, Banc of America Leasing Credit Administration will need
you to provide the following:
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Three years of your most recent audited financial statements
Most recent fiscal year's Budget
Insurance Certificate
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.
The latest date for any funding will be September 30, 2003