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RESOLUTION APPROVING SELECTION OF BANC OF AMERICA PUBLIC CAPITAL CORP TO PROVIDE IN AN AMOUNT NOT TO EXCEED $80,000,000.00 FOR LEASE/PURCHASE OF VEHICLES AND EQUIPMENT TO BE UTILIZED BY MULTIPLE MIAMI-DADE COUNTY DEPARTMENTS AND CONSTITUTIONAL OFFICES AND TO PAY FINANCING COSTS; APPROVING TERMS OF RELATED COMMITMENT LETTER; WAIVING PROVISIONS OF RESOLUTION NO. R-130-06, AS AMENDED; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO TAKE ALL ACTIONS NECESSARY TO CONSUMMATE THE LEASE/PURCHASE, INCLUDING ENTERING INTO RELATED AGREEMENTS AND DOCUMENTS WITH TERMS CONSISTENT WITH THOSE SET FORTH IN THE COMMITMENT LETTER

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying County Mayor�s memorandum, a copy of which is incorporated herein by reference (the �County Mayor�s Memorandum�); and

WHEREAS, the County wishes to obtain the lowest cost of capital with the most favorable terms to the County to finance the cost of the lease/purchase and reimbursement of budgeted vehicles and for various departments, agencies and constitutional offices (�Beneficiaries�) as identified in the County Mayor�s Memorandum and to pay related financing costs (the �Lease Purchase�); and

WHEREAS, the vehicles and/or equipment that will be leased/purchased are those that were approved by the Board when it approved the fiscal year 2024-25 County budget and any subsequent vehicle and/or equipment lease purchase approved by the Board in subsequent fiscal years; and

WHEREAS, pursuant to a request for proposals disseminated on February 26, 2026 (the �Request for Proposals�), a copy of which is attached to the County Mayor�s Memorandum, PFM Financial Advisors LLC, which is serving as financial advisor to the County (the �Financial Advisor�), solicited proposals for the Lease Purchase on behalf of the County; and

WHEREAS, the County and Financial Advisor identified Banc of America Public Capital Corp (�Lease Provider�) as the successful respondent to the Request for Proposals; and

WHEREAS, based upon the recommendations of the County Mayor and/or the County Mayor�s designee as well as the Financial Advisor, as set forth in the County Mayor�s Memorandum, this Board wishes to approve the terms of a commitment letter between the County and the Lease Provider (the �Commitment Letter�), a copy of which is attached as Exhibit A to this Resolution; and

WHEREAS, this Board wishes to authorize the County Mayor and/or County Mayor�s designee to enter into any related agreements and certificates and to do all things that may be necessary to effectuate the Lease Purchase, provided the terms of such agreements and certificates are consistent with or better than the terms set forth in the Commitment Letter,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:

Section 1. The forgoing recitals are incorporated in this resolution and are approved.

Section 2. The Lease Purchase in the amount not to exceed $80,000,000.00 is approved. The County Mayor and/or County Mayor�s designee is authorized and directed to enter into and execute a commitment letter between the County and the Lease Provider (the �Commitment Letter�), a copy of which is attached hereto as Exhibit A and made part hereof, and to take all actions necessary to effectuate the Lease Purchase, including entering into any and all agreements, certificates or other instruments or documents required by the Commitment Letter after consultation with the County Attorney�s Office, provided the terms of such agreements, certificates and instruments are consistent with the Commitment Letter approved by this Board.

Section 3. Resolution No. R-130-06 requiring that any contracts of the County with third parties be executed and finalized prior to their placement on the committee agenda is waived at the request of the County Mayor for the reasons set forth in the County Mayor�s Memorandum.

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Date:

To: Honorable Chairman Anthony Rodriguez
and Members, Board of County Commissioners

From: Daniella Levine Cava
Mayor

Subject: Resolution Approving Selection of Banc of America Public Capital Corp
to Provide Capital in an Amount Not to Exceed $80,000,000; Providing
and Approving Terms of Related Commitment Letter; and Authorizing County
Mayor and/or County Mayor�s Designee to Take All Actions Necessary to
Consummate the Lease/Purchase Through Related Agreements

STAFF RECOMMENDATION
Executive Summary
The accompanying Resolution (Resolution) authorizes the County Mayor or the County Mayor�s Designee to finalize negotiations and enter into an agreement with Banc of America Public Capital Corp (BAPCC) to provide capital in an amount not to exceed $80,000,000 according to its commitment letter, term sheet and form of equipment lease/purchase agreement (Exhibit A to the Resolution).

If approved by the Board of County Commissioners (Board), the County will use the lease proceeds to finance and reimburse the costs associated with approximately 787 vehicle and equipment acquisitions authorized pursuant to Resolution Nos. R-980-22, R-1087-24, and R-132-25, with lease payments provided for in the FY 2025-26 budget. The assets to be financed include police vehicles, fire rescue and apparatus trucks, refuse (garbage and trash) trucks, and other light and heavy vehicles for various County departments and constitutional offices (collectively, the Beneficiaries). Based on the results of the request for proposals and in consultation with the County�s Financial Advisor (FA), BAPCC offered the County the lowest interest rates at the most favorable terms and conditions.

Recommendation
It is recommended that the Board approve the accompanying Resolution which authorizes the following:

� Selection of BAPCC to provide capital in an amount not to exceed $80,000,000 over a one-year period for the lease/purchase and the payment or reimbursement of related financing costs of vehicles and equipment for the Beneficiaries;
� Approval of the terms of the BAPCC commitment letter;
� Delegation to the County Mayor and/or the County Mayor�s Designee the authority to take all actions necessary to consummate the financing provided that such actions are consistent with the terms of the attached commitment letter; and
� Waiver of Resolution No. R-130-06, which requires that any contracts of the County with third parties be executed and finalized prior to their placement on an agenda for Board consideration.

Delegation of Authority
The Resolution delegates to the County Mayor or the County Mayor�s Designee the authority to finalize negotiations and enter into a master lease agreement in accordance with the terms of the commitment letter, term sheet and form of equipment lease/purchase agreement that is attached to the Resolution.

Scope
The scope of this financing is countywide. If the Resolution is approved by the Board, the County will use the financing proceeds to fund the purchase of approximately 787 vehicles and equipment and pay related finance closing costs for the designated Beneficiaries.

Fiscal Impact/Funding Source
Proceeds from this master lease agreement are only available to fund purchases authorized by the Board. The amount to be financed to fund the vehicle/equipment purchases and pay related financing costs will not exceed $80,000,000 over a one-year period. The table below describes the terms and interest rates provided by BAPCC. The master lease will allow the County to access the funds through issuance of multiple leases, if needed, and each lease schedule will have repayment periods that reflect the useful life of the asset being financed. The interest rates associated with the different repayment periods range from 3.42 percent to 4.07 percent, depending on the type of vehicle or equipment and length of repayment term. The interest rates offered by BAPCC are valid until June 16, 2026.

BAPCC is providing an upfront escrow structure where they would fund the County�s requested draws to an escrow, and the County will then be able to access these funds upon submitting a requisition and confirming the delivery of vehicles or equipment. There are no fees associated with the committed but unissued lease amount. Further, there are no up-front bank charges, underwriting fees, or payment processing fees associated with the escrow. Beneficiaries will only be obligated to pay their share of closing expenses.

Lease payments will occur on October 1 and April 1 each year of the financing term with the first payment beginning on October 1, 2026. An annual expenditure appropriation to fund the master lease payments will be included in each Beneficiaries� operating budget.

Track Record/Monitoring
If approved, the financing will be managed by Arlesa Wood, Office of Management and Budget, Division of Bond Acquisition Administration.

Background
On February 26, 2026, the County�s FA released a competitive solicitation document (Attachment 1) to the banking and financial industry consistent with the County�s objective of financing the vehicles and equipment at the lowest cost of funds based on the current market at the most favorable terms.

On March 18, 2026, the FA received six (6) proposals from major banking institutions. Upon review of the proposals (Attachment 2 provides a comparative summary of the proposals), it was determined that the proposal submitted by BAPCC conformed to the requirements of the solicitation at the lowest cost, with an offer letter and term sheet providing the County with the most favorable terms and conditions overall.

Proceeds of the lease/purchase financing will be escrowed with Argent Institutional Trust and released as vehicles and equipment are delivered and accepted by the Beneficiaries. The County will hold title to the vehicles upon delivery, acceptance, and payment to the vehicle vendor. In the case of the Miami-Dade County Sheriff�s Department, title will transfer upon full repayment of the associated debt. Resolution No. R-130-06 provides that any County contract with a third party be finalized and executed prior to its placement on the agenda. Final terms of the lease/purchase agreement will not occur until after the effective date of the Resolution. Therefore, a waiver of Resolution No. R-130-06 is required to provide the County with maximum flexibility. Closing is anticipated to occur on or about June 16, 2026.

Attachments (2)

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Carladenise A. Edwards
Chief Administrative Officer