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HomeMy WebLinkAboutExhibitpfm Memorandum — Request for Proposals To: Prospective Financing Providers From: PFM Financial Advisors, TLC ("PFM") Re: Equipment Lease — Request for Proposals Due April 26, 2019 @ 1:00 pm 2222 Ponce De Leon Blvd 3rd Floor Coral Gables, FL 33134 April 22, 2019 305 448-6992 305 448-7131 fax www.pfm.com On behalf of the City of Miami, Florida (the "City"), PFM is requesting proposals for a non -bank qualified financing arrangement that would provide the City with up to $36,000,000 which it will use to acquire through purchase or lease/purchase of equipment for various vehicles, including light and heavy fleets, fire apparatus, and police vehicles. The City is requesting financing arrangements that would provide capacity for a two-year draw period (draws can be divided up), followed by a fixed rate, level repayment structure. Alternatively, proposers may offer a structure whereby the Lessor will fund the total financing amount in escrow, and there would be draws from the escrow as equipment is delivered. The financing shall be secured by a contractual obligation of the City to make semi-annual payments of interest and annual payments of principal. The City will evaluate all financing proposals which may range from loans to capital leases. If you are interested in providing a tax-exempt equipment financing proposal to the City, please submit a proposal describing your qualifications, outlining all anticipated costs and detailing the material terms and conditions of the principal legal documents. Outlined below are the items of information that should be specifically included in your firm's response. Please provide a proposal that is in line with the requirements noted below, plus supplemental schedules as needed. • Interest Payment Dates: Semi-annual on January 1 and July 1 • Principal Payment Dates: January 1 of each year • Given the different useful lives of the equipment to be financed, please provide different interest rate formulas for various repayment terms We would ask that at a minimum, the proposer provide for 5, 7, and 10 year terms. If proposing the draw period structure, please account for the two-year draw period occurring before the start of the repayment term. • Final Maturity Date to be a date no longer than 10 years from end of draw period (or individual draws) • 30/360 Day Count Basis • Expected 2019 Lease Start Date of June 1, 2019 (subject to change) • Structure: Draws for up to 2 years (this may include multiple draws, as in a draw program), or upfront escrow funding • Level repayment schedule • The City Attorney's Office will provide any necessary tax opinions. 1. Discuss any limitations on the type of projects that can be financed. 2. Detail optional redemption provisions, if offered. 3. Provide the maximum duration of the Lease. Provide a schedule of terms for each asset class if available. 4. Funding amounts: include funding limits either by draw or total funding. 5. Provide sample master lease documents preferably with Florida local governments. Please specifically note unique conditions related to Florida leases. If sample documents are not available, provide detailed terms and conditions. 6. The financings shall be secured by a contractual obligation of the City to make semi-annual payments of interest and annual payments of principal. 7. Please provide a not -to -exceed fee for bank counsel for the Lease. The City is requesting that proposals be submitted by April 26, 2019 at 1:00 pm to the following email addresses: Pete Varona (varonap@pfin.com) and Sergio Masvidal (masvidals@pfm.com). Any inquiries requesting clarifications of this solicitation or additional information shall also be submitted to PFM. The City will not accept any offer with capital adequacy or other interest rate adjustment language with respect to changes to tax law. The only interest rate adjustment provision the City will consider is one imposed by the IRS and due from the holder which results solely from actions of the City. Included in its written proposal, each Proposer shall agree to the following certifications which will be included, among others, as representations in the financing documents: • You have an understanding of the City's Self -Insurance Policy with respect to the vehicles. Section 768.28, Florida Statute, provides for waiver of sovereign immuniy in tort actions or claims against the state and its agencies and subdivisions. The present statutory limit of recovery in the absence of special relief granted by the Florida legislature is $200, 000 per person and $'300, 000 per incident. Under the protection of this sovereign immuniy limit, .Florida Statutes 768.28 and Chapter 440, Florida Statutes covering Workers' Compensation, the Ciy has established a self -insured program to provide coverage for almost all areas of liability including Workers' Compensation, General Liabiliy, Automotive Liabiliy, Police Professional Liabiliy, Public Officials' Liabili y, and Employment Practices Liabiliy. • The City shall not deliver any offering document with respect to the financing arrangement. • You have conducted your own investigation, to the extent you deem satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the City. For additional financial information please use the following link http://archive.miamigov.com/F.inance/finacialInfo.html providing access to the Comprehensive Annual Financial Reports and Compliance Reporting. While this financing arrangement will not be rated, the City's current underlying credit ratings for their Special Obligation debt (secured by eligible Non -Ad Valorem revenues) is Aa3, AA-, and A+ by Moody's, S&P, and Fitch, respectively. • No inference should be drawn that you, in the acceptance of any financing documents, are relying on the City Attorney as to any such matters other than the legal opinions which may be rendered by such counsel. • You have made such independent investigation of the financing risks associated with the financing as you, in the exercise of sound business judgment, consider being appropriate under the circumstances. • You have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of participating in the financing with the City and you can bear the economic risk of such participation. • You will also represent that you have a present intent to hold the Bond subject to this transaction to maturity, earlier redemption, mandatory tender, or for your loan portfolio, and have no present intention of reselling or otherwise disposing of all or a part of such lease. You acknowledge that PFM Financial Advisors LLC ("Municipal Advisor") is relying on the foregoing representation and based on this representation this transaction meets the requirements for being a qualifying exception for purposes of MSRB Rule G-34, and the Municipal Advisor is excepted and released from the requirement to request a CUSIP assignment on behalf of the City pursuant to MSRB Rule G-34 for the lease. • You are not acting as a broker or other intermediary, and are entering into the financing as an investment for your own account and not with a present view to resale or other distribution to the public. • You are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. THE CITY WILL ULTIMATELY SELECT THE PROPOSAL THAT IS DEEMED TO BE THE BEST OVERALL VALUE TO THE CITY, INCLUDING THE INTEREST RATE, PREPAYMENT TERMS, AND OTHER TERMS AND CONDITIONS. THE CITY RESERVES THE RIGHT TO REJECT ANY AND ALL BIDS AND RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. -Santander April 25, 2019 VIA ELECTRONIC MAIL Pedro Varona Senior Analyst Public Financial Management, Inc. 255 Alhambra Circle, Suite 404 Coral Gables, FL 33134 18685 Main Street, Suite 101-601 Huntington Beach • CA • 92648 RE: Equipment Lease — Request for Proposal Dear Mr. Varona: Santander Bank is pleased to submit the following proposal for your review and acceptance. Our proposed terms and conditions are as follows: Company Overview: Santander Bank is a market leader in providing cost-effective financing to public entities nationwide. With over $3 billion in financings we have the knowledge, flexibility and financial strength that is unmatched in the finance industry. Our public finance team of professionals has a thorough understanding of the municipal market to ensure transactions are completed quickly, efficiently and cost effectively. Santander Bank was founded in Northern Spain in 1857, with over $1.7 trillion in assets. Santander is one of the world's strongest, safest and most successful banks and has grown to become one of the five largest banks in the world by profit. Structure: Tax-exempt Installment Financing Agreement ("Lease") Borrower: City of Miami, FL ("City") Lender: Santander Bank, N.A. ("Santander") Equipment: General Fleet Vehicles: 176 of units (max term 7 years) Police Department: 302 of units (max term 7 years) Fire Department: 23 of units (max term 10 years) Heavy Fleet: 30 of units (max term 10 years) Amount Financed: $36,000,000 Option #1 (Two Year Draw Program): Financing Term: Financing arrangement that will provide capacity for a two- year draw period, followed by a fixed rate, level repayment structure for 5, 7 or 10 Years. Each draw period (Lease Schedule) will be created on a quarterly basis (unless otherwise approved by Santander) at which time an interest rate will be calculated and locked for a closing Financing Proposal Santander Bank April 25, 2019 Page 2 of 6 Interest Rates: 5 Year Term: within 10 business days. Each Lease Schedule will consist of annual principal payments and semi-annual interest payments beginning January 1 of the following calendar year after Lease Commencement. Interest Rates will be indexed and locked 10 business days prior to a Lease Commencement. Each Lease Commencement will occur on the 1st of the following months (unless otherwise approved by Santander): Month Closing Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread March 2.49% 3.0 Years 2.4168% 0.7016% June 2.46% 3.0 Years 2.4168% 0.6716% September 2.43% 2.0 Years 2.4795% 0.5952% December 2.43% 2.0 Years 2.4795% 0.5952% 7 Year Term: Month Closing Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread March 2.56% 4.0 Years 2.3978% 0.7856% June 2.54% 4.0 Years 2.3978% 0.7656% September 2.51% 3.0 Years 2.4168% 0.7216% December 2.50% 3.0 Years 2.4168% 0.7116% 10 Year Term: Month Closing Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread March 2.71 % 5.0 Years 2.4035% 0.9314% June 2.69% 5.0 Years 2.4035% 0.9114% September 2.70% 5.0 Years 2.4035% 0.9214% December 2.69% 5.0 Years 2.4035% 0.9114% Option #2 (Escrow Funding Program): Financing Term: Interest Rates: Financing arrangement that will provide capacity to fund into an escrow account where the City will have a fixed rate, level repayment structure for 5, 7 or 10 Years that will consist of annual principal payments and semi-annual interest payments beginning January 1 of the following calendar year after Lease Commencement. The City will seek reimbursement over a two year period. Interest Rates will be indexed and locked 10 business days prior to Lease Commencement (unless otherwise approved by Santander): 18685 Main Street • Suite 101-601 • Huntington Beach • CA • 92648 (714) 374-5289 (480) 848-7758 CeII Financing Proposal Santander Bank April 25, 2019 Page 3 of 6 Interest Rates: Term Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread 5 Years 2.46% 3.0 Years 2.4168% 0.6716% 7 Years 2.54% 4.0 Years 2.3978% 0.7656% 10 Years 2.69% 5.0 Years 2.4035% 0.9114% Projected Closing Date: Prepayment Terms: Interest Rates and Payments will be indexed according to changes to its respective Average Life based on Term and Closing Date. For example 5 Year Term (March Closing): For every change in the (3) Three Year Libor, an adjustment will be made to the Interest Rate and Payment. Sample Calculation: Using April 18th Libor Rate, the formula for calculating the Interest Rate will be as follows: 3 Year Libor Rate (as of April 18, 2019) = 2.4168% (3 Year Libor Rate x 0.74%) + Indexing Spread = Interest Rate (2.4168% x 0.74%) + 0.6716% = 2.4600% If Libor goes up 15 basis points: Adjusted 3 Year Libor Rate = 2.5668% (2.4168% + 0.15%) (3 Year Libor Rate x 0.74%) + Indexing Spread = Interest Rate (2.5668% x 0.74%) + 0.6716% = 2.5710% If Libor goes down 15 basis points: Adjusted 3 Year Libor Rate = 2.2668% (2.4168% - 0.15%) (3 Year Libor Rate x 0.74%) + Indexing Spread = Interest Rate (2.2668% x 0.74%) + 0.6716% = 2.3490% On or about June 1, 2019 After the first anniversary date of a specific Lease Schedule's Commencement Date, the City may prepay the Lease Schedule on any payment date with no prepayment premium. 18685 Main Street ■ Suite 101-601 ■ Huntington Beach • CA • 92648 (714) 374-5289 (480) 848-7758 CeII Financing Proposal Santander Bank April 25, 2019 Page 4 of 6 Escrow Agreement: Tax Assumption: Credit Review: Fees/Closing Costs: Documentation: Contract Specifications: If needed, proceeds from this financing will be deposited into an Escrow Agreement with Bank of Oklahoma ("BOK"). BOK charges a one-time fee of $1,500. If acceptable to the City, the proceeds will be deposited into the Federated Treasury Obligations Fund (Symbol — TOTXX and CUSIP #609934N120 with a current YTD Total Return NAV of 0.55%). Interest earnings are subject to change based on market conditions. Interest income received by Santander will be exempt from Federal and State Income Tax. Upon Credit Approval, Santander will provide the City of Miami with a committed credit facility for a period of 24 months (per the bid specs) subject to annual credit review and approval until the $36,000,000 is fully utilized. None other than those listed herein, however the City will be responsible for any fees or expenses with respect to its (i) legal and bond counsel and (ii) title, and registration fees, if any. Santander is willing to finance any expenses related to closing the transaction. It is anticipated the City and Santander will utilize their current Master Lease Purchase Agreement between Santander Bank, N.A. and City of Miami dated October 30, 2015 subject to both parties having the opportunity to review the document for minor cleanup or modifications if deemed necessary. Santander understands and agrees to the certifications outlined in the RFP but is unable able to agree to any "other" certifications that have not been disclosed at this time. This proposal is subject to final credit approval and final documentation. Please feel free to call me at 714-374-5289 with any questions or further clarification. Thank you for the opportunity to present this proposal. Sincerely, Bruce Block Senior Vice President 18685 Main Street • Suite 101-601 • Huntington Beach • CA • 92648 (714) 374-5289 (480) 848-7758 CeII Financing Proposal Santander Bank April 25, 2019 Page 5of6 Sample Amortization Schedule Lease Commencement Date: June 1, 2019 5 Year Term: Rate = 2.46% Date Payment Interest Principal Balance 6/1/2019 1 1/1/2020 7,483,154.23 2 7/1/2020 357,122.55 3 1/1/2021 7,483,154.23 4 7/1/2021 269,472.36 5 1/1/2022 7,483,154.23 6 7/1/2022 180,744.07 7 1/1/2023 7,483,154.23 8 7/1/2023 90,924.43 9 1/1/2024 7,483,154.23 Grand Totals 38,314,034.56 7 Year Term: Rate = 2.54% 517,507.74 357,122.55 357,122.55 269,472.36 269,472.36 180,744.07 180,744.07 90,924.43 90,924.43 2,314,034.56 Date Payment Interest 6,965,646.49 0.00 7,126,031.68 0.00 7, 213, 681.87 0.00 7,302,410.16 0.00 7,392,229.80 36,000,000.00 36,000,000.00 29,034,353.51 29,034,353.51 21,908,321.83 21,908,321.83 14,694,639.96 14,694,639.96 7,392,229.80 7,392,229.80 0.00 Principal Balance 6/1/2019 1 1/1/2020 5,418,856.61 2 7/1/2020 395,166.99 3 1/1/2021 5,418,856.61 4 7/1/2021 331,366.13 5 1/1/2022 5,418,856.61 6 7/1/2022 266,755.00 7 1/1/2023 5,418,856.61 8 7/1/2023 201,323.31 9 1/1/2024 5,418,856.61 10 7/1/2024 135,060.64 11 1/1/2025 5,418,856.61 12 7/1/2025 67,956.43 13 1/1/2026 5,418,856.61 Grand Totals 39,329,624.77 534,367.74 395,166.99 395,166.99 331,366.13 331,366.13 266,755.00 266,755.00 201,323.31 201,323.31 135,060.64 135,060.64 67,956.43 67,956.46 3,329,624.77 4,884,488.87 0.00 5,023,689.62 0.00 5,087,490.48 0.00 5,152,101.61 0.00 5,217,533.30 0.00 5,283,795.97 0.00 5,350,900.15 3 6,000, 000.00 36,000,000.00 31,115, 511.13 31,115, 511.13 26,091,821.51 26,091,821.51 21, 004, 331.03 21,004,331.03 15,852,229.42 15,852,229.42 10,634,696.12 10, 634, 696.12 5,350,900.15 5,350,900.15 0.00 18685 Main Street ■ Suite 101-601 ■ Huntington Beach ■ CA ■ 92648 (714) 374-5289 (480) 848-7758 Cell Financing Proposal Santander Bank April 25, 2019 Page 6 of 6 10 Year Term: Rate = 2.69% Date Payment Interest Principal Balance 6/1/2019 36,000,000.00 1 1/1/2020 3,880,324.33 565,985.42 3,314,338.91 32,685,661.09 2 7/1/2020 439,622.14 439,622.14 0.00 32,685,661.09 3 1/1/2021 3,880,324.33 439,622.14 3,440,702.19 29,244,958.90 4 7/1/2021 393,344.70 393,344.70 0.00 29,244,958.90 5 1/1/2022 3,880,324.33 393,344.70 3,486,979.63 25,757,979.27 6 7/1/2022 346,444.82 346,444.82 0.00 25,757,979.27 7 1/1/2023 3,880,324.33 346,444.82 3,533,879.51 22,224,099.76 8 7/1/2023 298,914.14 298,914.14 0.00 22,224,099.76 9 1/1/2024 3,880,324.33 298,914.14 3,581,410.19 18,642,689.57 10 7/1/2024 250,744.17 250,744.17 0.00 18,642,689.57 11 1/1/2025 3,880,324.33 250,744.17 3,629,580.16 15,013,109.41 12 7/1/2025 201,926.32 201,926.32 0.00 15,013,109.41 13 1/1/2026 3,880,324.33 201,926.32 3,678,398.01 11,334,711.40 14 7/1/2026 152,451.87 152,451.87 0.00 11,334,711.40 15 1/1/2027 3,880,324.33 152,451.87 3,727,872.46 7,606,838.94 16 7/1/2027 102,311.98 102,311.98 0.00 7,606,838.94 17 1/1/2028 3,880,324.33 102,311.98 3,778,012.35 3,828,826.59 18 7/1/2028 51,497.72 51,497.72 0.00 3,828,826.59 19 1/1/2029 3,880,324.33 51,497.74 3,828,826.59 0.00 Grand Totals 41,040,501.16 5,040,501.16 36,000,000.00 18685 Main Street ■ Suite 101-601 ■ Huntington Beach ■ CA ■ 92648 (714) 374-5289 (480) 848-7758 CeII 2222 Ponce de Leon Blvd Third floor Coral Gables, FL 33134 prm Memorandum To: City of Miami, Florida From: PFM Financial Advisors, LLC Re: Lease Financing Proposal Results and Recommendation 786-671-7480 www.pfm.com May 3, 2019 The purpose of this memorandum is to summarize the City of Miami, Florida (the "City") request for a tax- exempt lease financing and the subsequent proposals received, as well as provide PFM Financial Advisors LLC's ("PFM") recommendation for the most attractive proposal. In April of 2019, PFM requested proposals for a tax-exempt lease financing with estimated terms of five, seven, and ten years. The total estimated principal amount of the lease is slightly over $36 million, including issuance costs. Prospective bidders could provide for either an upfront escrow structure, where the entire $36 million was funded upfront, or a draw structure whereby the City would make periodic draws over a two year time interval. In response to the lease financing request, seven firms submitted proposals on April 26, 2019. Proposals were received from the following firms: • Capital Bank • JP Morgan • PNC Equipment Finance • Regions Bank • Santander Bank • SunTrust Equipment Financing & Leasing • U.S. Bank Leasing & Finance PFM's reviewed the responses based on the financial terms (rate quoted), as well as other terms to ensure that no onerous or non-standard provisions were included that might impact the City's financial flexibility or credit ratings. Upon review of all of the proposals for both financial impact as well as bank terms, we found that most of the proposals included language customary for this type of transaction. Upon review of proposals, Santander Bank provided the lowest rate for the draw structure option, and provided competitive rates for the escrow structure (usually second to either JP Morgan or Regions Bank). In addition, Santander provided the City with the most generous prepayment terms across the spectrum, allowing for prepayment on any lease schedule after one year with no prepayment premium. Finally, Santander Bank already has a lease program with the City, which should simplify the document review and adoption process, especially given that no additional terms or conditions were found in the bank's proposal. Rates will be locked ten days prior to any individual lease commencement. Given the above, PFM's recommendation is for the City to engage Santander Bank for the lease financing program. As mentioned, the rates proposed by Santander Bank are the lowest proposed for the draw structure, which is the same structure that the City currently utilizes with their police equipment lease, and the proposal includes standard terms and provisions that do not create additional risk or burden to the City. Please feel free to contact us with any questions or comments. Miami Equipment Lease (2019) RFP Summary Upfront Escrow or Line Draw (Either) Proposer JP Morgan Santander SunTrust (STEFL) Proposed Structure Upfront escrow funding with all terms/assets to one schedule, or two-year draw period with level repayment structure of 5, 7, or 10 years Upfront escrow funding with all terms/assets to one schedule, or two-year draw period with level repayment structure of 5, 7, or 10 years Upfront escrow funding with all terms/assets to one schedule, or two-year draw period with level repayment structure of 5, 7, or 10 years Security Subject to annual appropriation Subject to annual appropriation Security interest in property Interest Rates Option 1: Upfront escrow structure Indicative draw term/rate: 5 years: 2.401% 7 years: 2.571% 10 years: 2.671% Option 2: Draw Structure Indicative draw term/rate: 5 years: 2.481% 7 years: 2.641% 10 years: 2.731% Option 1: Upfront escrow structure Indicative draw term/rate: 5 years: 2.46% 7 years: 2.54 /° 10 years: 2.69% Option 2: Draw Structure (assuming June Closings) Indicative draw term/rate: ° 5 years: 2.46% 7 years: 2.54/0 10 years: 2.69% Option 1: Upfront escrow structure Fixed draw term/rate: 5 years: 2.61% 7 years: 2.682% 10 years: 2.79% Option 2: Draw Structure Indicative draw term/rate: 5 years: 2.61% 7 years: 2.682% 10 years: 2.79% Calculation Rate Calculation: (IR Swap " 79%) + Spread = All -In Rate individual rates seen in proposal Rate Calculation: (LIBOR *74%) + Spread = All -In Rate individual rates seen in proposal Rate Calculation: (IR Swap * 79%) + Spread = All -In Rate individual rates seen in proposal Rate Locked to Closing, or Date to be set Rate to be locked 3 days prior to closing Rates to be locked 10 days prior to lease commencement Set at closing for escrow structure, or at closing for draw structure Prepayment Penalty Pre -payable in whole on any payment date with make -whole. After the first anniversary date of a specific Lease Schedule's Commencement Date, the City may prepay the Lease Schedule on any payment date with no prepayment premium. Prepayable in whole on any payment date at a premium of 3% of the amount prepaid in year 1, 2% in year 2, 1 % in year 3 Legal/Other Fees $750 escrow fee if BNY is used $5,000 bank counsel (if necessary, subject to negotiation) If needed, escrow account with Bank of Oklahoma $1,500 one time fee) ( $250 fee if escrow used $250 documentation fee per schedule Amount $36,000,000 $36,000,000 $36,000,000 Other Conditions Right to adjust pricing proposed to maintain economic return as a result of material adverse change Capital adequacy / taxation language May modify rates with market disruption Prepared by PFM Financial Advisors LLC 4/26/2019 Miami Equipment Lease (2019) RFP Summary Line Draw 1 Proposer Capital Bank PNC Equipment Finance Proposed Structure Two-year draw period followed by level repayment structure of 5, 7, or 10 years Two-year draw period with level repayment structure of 5, 7, or 10 years Security Contractual Obligation of the City to make - semi -annual payments and annual payments of principal, and a CB&A from non -ad valorem revenues Subject to annual appropriation Interest Rates Indicative draw term/rate: 7 years: 2.93% 9 years: 3.02% 12 years: 3.15% (2 year draw period + 5, 7, or 10 year repayment) Indicative draw term/rate: 5 years: 2.60% 7 years: 2.80% 10 years: 3.16% Calculation Not provided Rate Calculation: (IR Swap) + Spread = All -In Rate individual rates seen in proposal Rate Locked to Closing, or Date to be set Not specified Rate to be locked 3 days prior to closing Prepayment Penalty Pre -payable in whole on any payment date with make -whole. May pay off after second anniversary of each lease commencement, with three percent premium Legal/Other Fees $5,000 bank legal fee Amount $36,000,000 $36,000,000 Other Conditions Rating downgrade fee adjustment Fee if funding less than $22 million over 2 year draw period Prepared by PFM Financial Advisors LLC 4/26/2019 Miami Equipment Lease (2019) RFP Summary Upfront Escrow Proposer Regions US Bank Leasing & Finance Proposed Structure upfront escrow funding Funds will be deposited into a no fee U.S. Bank N.A. escrow account at closing to be expended over a term not to exceed 2 years. Security Subject to annual appropriation The financing will be structured as a Tax - Exempt Master Lease/Purchase Agreement dated and secured by a covenant to return the equipment in the event of a non -appropriation or default. Interest Rates Indicative draw term/rate: 7 years: 2.45% 9 years: 2.68% 12 years: 2.90% (2 year draw period from escrow + 5, 7, or 10 year repayment) Fixed draw term/rate: 7 years: 2.786% 9 years: 2.87% 12 years: 3.052% (2 year draw period from escrow + 5, 7, or 10 year repayment) Calculation Rate Calculation: (IR Swap) + Spread = All -In Rate individual rates seen in proposal Not provided Rate Locked to Closing, or Date to be set Not specified in proposal Rates locked Prepayment Penalty Prepayable on or after a certain date (depending on term) without penalty 5-Year: 1/1/23 7-Year: 1/1/24 10-Year. 1 /1 /26 Prepayment is permitted on any payment date after 13 months at 103% of outstanding balance Legal/Other Fees Trust fee of $2,000 Bank Counsel Fee of $7,500 (if drafting all docs, $25,000) Amount $36,000,000 $36,000,000 Other Conditions Prepared by PFM Financial Advisors LLC 4/26/2019