Jill M. Forsyth
Senior Vice President
Government Finance Group
14636 N. Scottsdale Road, Suite 200
Scottsdale, AZ 85254
T: (480) 624-0369 | F: (415) 796-1301
E: [email protected]
“Bank of America” is the marketing name used by certain Global Banking and Global Markets businesses of Bank of America Corporation. Lending, leasing, equipment finance and other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Banc of America Public Capital Corp, a wholly-owned subsidiary of Bank of America, National Association, is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended, with respect to any municipal financial product or issuance of municipal securities. The information provided in this document is not intended to be and should not be construed as “advice” with the meaning Section 15B of the Securities Exchange Act of 1934 and the municipal advisor rules of the SEC.© 2025 Bank of America Corporation. All rights reserved.
March 12, 2025
City of San Jacinto
Attn: Eric Staniek | Email: [email protected]
Jeff Land | Email: [email protected]
595 S. San Jacinto Ave
San Jacinto, CA
Re: Request for Proposal – 2025 Installment Purchase Agreement Dear Mr. Staniek and Mr. Land,
Banc of America Public Capital Corp is pleased to submit a response to the City of San Jacinto’s Request for Proposal for the 2025 Installment Purchase Agreement. BAPCC’s detailed response is described in the Summary of Terms and Conditions below (“the Proposal”).
Banc of America Public Capital Corp provides capital for essential use projects and equipment financing. As one of the largest tax-exempt providers in the nation, the entire team is dedicated to public sector financing.
The City of San Jacinto is a valued client of BAPCC, and we look forward to expanding the relationship further.
Thank you for the opportunity to present this response to the City.
Jill M. Forsyth
Senior Vice President
Government Finance Group
Banc of America Public Capital Corp: Government Group
The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) 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
Borrower: City of San Jacinto, California (“the City” or “Borrower”) Lender: Banc of America Public Capital Corp (“BAPCC” or “Lender”) Structure: Installment Purchase Agreement (“IPA”) between the City of San Jacinto Public Finance Authority and the City of San Jacinto. BAPCC will provide funding to the City for the acquisition of the water system through the IPA.
Security: Secured by a pledge of net revenues of the water system and a security interest in the equipment (to be determined).
Covenants: Rate covenant of 1.20x
Additional indebtedness covenant of 1.20x
Term: a) 15 years
b) 20 years
Amount: Approximately $10,110,000
Rate: a) 4.1357%
b) 4.3204%
The proposed interest rate includes a rate lock and will be valid for fundings on or before April 30, 2025. After April 30, 2025, the interest rate may be adjusted to maintain the economics to the Lender. To lock the interest rate, the City must notify BAPCC of its intent to award the transaction by March 20, 2025. The rate lock is subject to final City Council approval.
Payments: Payments will be in accordance with the attached amortization schedules with semi-annual principal and interest payments commencing on August 1, 2025.
Please note if alternative payment frequencies 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.
Prepayment: Callable after 50% of the term in full on any regularly scheduled payment date at par.
Governmental
Entity: The base payments are calculated on the assumptions that the Borrower is a 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 The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) 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. obligation of Borrower within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.
End of Lease: Under the IPA, Lender will release its security interest when paid in full.
Expenses: Each party will be responsible for their own closing costs.
Escrow Account: Available upon request.
Documentation: The Proposal is subject to credit and documentation approvals. The City is an existing client of BAPCC, and this opportunity has been successfully prescreened. A cross-default with other BAPCC exposure will be required.
Opinion of Counsel: If credit requires a tax opinion, Borrower agrees to work with bond counsel. The opinion will be at Lender’s cost, if needed.
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, 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 Lender may modify the indicative pricing described above.
USA Patriot Act
Compliance: Borrower acknowledges pursuant to the requirements of the USA Patriot Act, as amended from time to time (including as amended by the USA Freedom Act of 2015) (the "Patriot Act"), the Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.
Proposal
Expiration: This Proposal will expire on June 30, 2025, and may be re-issued at the Lender’s discretion.
The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) 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. __________________________________________________________________________________ 15-Year Amortization Schedule
20-Year Amortization Schedule
The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) 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.
Municipal Advisor Registration Rule Statement:
This Proposal is submitted in response to your Request for Proposal – 2025 Installment Purchase Agreement dated March 4, 2025. 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 15Ba1-1 et seq.).
The Staff of the SEC’s Office of Municipal 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.