Equipment Lease Purchase Financing ?

REQUEST FOR PROPOSALS
City of Anderson, South Carolina
Equipment Lease Purchase Financing, 2026
Response Due: October 7, 2026; 12:00 noon, South Carolina Time
BANK QUALIFIED
The City of Anderson, South Carolina (the "City"), is requesting proposals from various banks
and financial institutions for a not exceeding $2,500,000 tax-exempt lease-purchase financing to
defray the costs of acquisition of certain vehicles and related equipment as described herein. The City
invites interested parties to submit a proposal to finance the vehicles by specifying a rate of interest
and other conditions for such financing.
Delivery of Bids: All proposals must be electronically delivered by e-mail to the attention of
Margot Martin, Chief Financial Officer of the City, at mmartin@cityofandersonsc.com and Tamara
Lindley, Finance Director of the City, at tlindley@cityofandersonsc.com, with copies to Burr & Forman
LLP, Special Counsel to the City, to the attention of Michael Burns and Brandon Norris at
mburns@burr.com and bnorris@burr.com, and First Tryon Advisors, municipal advisor to the City, to
the attention of David Cheatwood at dcheatwood@firsttryon.com.
PROPOSALS MAY BE DELIVERED ONLY BY E-MAIL TO THE ADDRESSES ABOVE, AND NO
PROPOSAL SHALL BE CONSIDERED WHICH IS NOT ACTUALLY RECEIVED BY THE CITY BY THE
DATE AND TIME APPOINTED. THE CITY SHALL NOT BE RESPONSIBLE FOR ANY FAILURE,
MISDIRECTION, DELAY OR ERROR RESULTING FROM THE E-MAIL TRANSMISSION OF ANY BID.
Please note that this request for proposals is also being sent to a number of other institutions
as well and that the City reserves the right to select the proposal determined to be the most
advantageous to the City in its sole discretion. The selection process will be heavily weighted toward
lowest financing costs; however, lowest financing cost is not the only factor that may be considered by
the City. The City reserves the right to reject any or all bid proposals as well as negotiate with a single
bidder.
I. Terms and Conditions
(a) Vehicles/Equipment: The vehicles and equipment to be financed by the
lease (the "Equipment") consist of (i) a fire engine and related equipment,
at an estimated cost of $1,105,346.50, and (ii) a rescue truck and related
equipment, at an estimated cost of $1,244,653.50, for a total estimated
cost of $2,350,000.
(b) Amount to be Financed: The amount to be financed will not exceed
$2,500,000, which amount will cover the total cost of the Equipment as
well as cost of issuance. After the receipt of proposals, the City reserves the
right, in its sole discretion, to adjust the principal amount of the lease;
provided, however, that the aggregate principal amount of the lease

financing shall not exceed $2,500,000. A bid for less than the total
principal amount of the lease will not be considered.
(c) Interest: Bidders must submit a bid containing one single fixed rate of
interest for the total principal amount of the lease. Unless otherwise
designated by a bidder, interest on the lease will be calculated based on a
360-day year comprised of twelve 30-day months.
Bids containing rates of interest which may adjust upon the occurrence of
specified events, including changes in the Internal Revenue Code,
changes in the bidder's capital requirements or cost of capital, or for any
other reason (other than loss of tax exemption due to the actions or
omissions of the City) will be rejected.
(d) Principal and Interest Payment Schedule; Release of Equipment: The City
will make ten (10) approximately equal principal (rounded to the nearest
$1,000) and interest payments to the lessor annually on November 1 of
each year, commencing November 1, 2027 to and including November 1,
2036, on which date all Equipment shall be released from the lien of the
lease.
(e) Guarantee of Interest Rate: The interest rates, costs and other terms of any
bid submitted must be guaranteed from the date of the proposal to the
closing date (expected to be November 12, 2026).
(f) Form of Equipment Lease-Purchase Agreement: A bidder's proposed form
of lease agreement ("Lease Agreement") should be provided to the City's
Special Counsel identified herein within three (3) business days of the
award of the successful proposal.
(g) Non-appropriation: A non-appropriation provision acceptable to the City
must be included in the Lease Agreement. Any and all amounts due
including, but not limited to, scheduled lease payments, reimbursements,
penalties or fees under each Lease Agreement or any Acquisition/Escrow
Account (as defined below) must be subject to annual appropriation by the
City.
(h) Non-substitution: A non-substitution provision is not permitted to be
included in the Lease Agreement.
(i) Deficiency Judgment: No deficiency judgment can be assessed or imposed
against the City, nor will the full faith, credit and taxing power of the City be
pledged to the payment of any Lease Agreement.
(j) Title: Title to the Equipment will be in the name of the City subject to the
lessor's rights under the Lease Agreement. Unencumbered title to the
Equipment must be provided to the City, and the lessor's lien on the
Equipment must be released, on the dates and in the manner more

particularly described in item (d) above.
(k) Acquisition Account: The City will require the successful bidder(s) to
transfer by Federal funds wire the full amount of the financing on the date of
the closing. If a bidder requires that one or more acquisition or escrow
accounts (collectively, the "Acquisition/Escrow Account") be held by it or
its designee, the bidder must so indicate on its proposal (including any fees
required thereunder). Otherwise, the City retains the right to designate a
bank or the South Carolina Treasurer's Office or South Carolina Local
Government Investment Pool ("LGIP") to act as custodian of the
Acquisition/Escrow Account established in connection with the Lease
Agreement, or to deposit the proceeds of the Lease Agreement in an
account of the City (including, without limitation, an LGIP account), subject
to terms of disbursement and use of such proceeds to be agreed upon with
the lessor. Interest earnings on all proceeds of the Lease Agreement,
whether held in an Acquisition/Escrow Account or in an account of the City,
must accrue to the City. Payments therefrom may be made either to the
City as reimbursement for prior expenditures or directly to the equipment
vendor for payment of the equipment as directed by the City. Without
limitation of the foregoing, funds on deposit in an Acquisition/Escrow
Account must be made available upon request of the City for periodic
partial payments to equipment vendors for the manufacture and/or
assembly of equipment prior to delivery and acceptance of such equipment
by the City. In such cases, funds will be paid to the City as reimbursement
for prior expenditures, or directly to the equipment vendor, as directed by
the City. All funds invested or deposited in an Acquisition/Escrow Account
shall at all times be invested or deposited, as applicable, in a manner which
satisfies the requirements of the laws of the State of South Carolina relating
to investment or deposit of public funds, including, without limitation,
Section 6-5-10 or Section 6-5-15 of the Code of Laws of South Carolina
1976, as amended, as applicable.
(l) Costs of Issuance: All costs relating to the preparation of the Lease
Agreement and fees of special counsel will be paid by the City. Any fees and
costs of the bidder to be paid by the City must be stated in the response to
this Request for Proposals. The Lease Agreement must allow the City to pay
its legal fees and costs related to execution and delivery of such Lease
Agreement out of the proceeds of the Lease Agreement.
(m) Insurance: The City provides insurance through the South Carolina
Municipal Insurance and Risk Financing Fund for equipment/personal
property. The equipment will be insured in a similar manner at face value.
The lessor may be listed as a loss-payee, but may not be listed as an
additional insured.
(n) Closing: The City expects to close the transaction on or about November 12,
2026.

(o) Lease Agreement Designated as Qualified Tax-Exempt Obligation: The City
will designate the Lease Agreement as a "qualified tax-exempt obligation"
for purposes of Section 265 of the Internal Revenue Code of 1986, as
amended (the "Code"), relating to the ability of financial institutions to
deduct from income for federal income tax purposes interest expense that
is allocable to carrying and acquiring tax-exempt obligations.
(p) Prepayment: Unless otherwise specifically provided in a bidder's proposal
and agreed to by the City, the Lease Agreement will be subject to
prepayment at the option of the City in whole or in part at any time without
any prepayment penalty. However, bidders may propose other prepayment
options/features.
II. Form of Proposal
(a) All proposals must be in writing. It is preferred that a bidder's proposal not
be subject to further credit or underwriting approval.
(b) No proposal may be modified by a bidder after it has been submitted,
except with the consent of the City.
(c) Proposals should include: the name, address, telephone number of your
institution; the primary contact; and identity of legal counsel, if any.
(d) All proposals must be accompanied with a list of all requirements and
conditions associated therewith.
(e) It is requested that proposals include an amortization schedule showing
annual payment amounts for the term of the financing based on the desired
level annual debt service structure.
(f) Proposals must provide full disclosure of all financing costs, including any
closing, legal, and tax opinion charges.
(g) Any prepayment penalty or other fee requirements should be detailed in
the proposals.
III. Evaluation of Proposals and Award. The Lease Agreement will be awarded to the
bidder that provides the most advantageous proposal, as determined by the City in its sole and
absolute discretion. After the proposals are received, they will be evaluated by the officials of the City
based on various factors, including, but in no way limited to, the interest rate, prepayment penalties or
limitations, additional credit or underwriting approval, additional covenants and terms, if any, and
other conditions set forth therein. The City reserves the right to reject any and all bids or to waive
irregularities in any proposal. The City expects to accept the successful proposal by October 13, 2026.
IV. Legal Opinion. The execution and delivery of the Lease Agreement is subject to the
respective opinions of Burr & Forman LLP, Special Counsel, and the City Attorney, J. Franklin
McClain, Esquire.

V. Tax Exemption and Other Tax Matters. The Code, and the Treasury Regulations
promulgated thereunder, include provisions that relate to tax exempt obligations, such as the Lease
Agreement, including, among other things, permitted uses and investment of the proceeds of the
Lease Agreement and the rebate of certain net arbitrage earnings from the investment of such
proceeds to the United States Treasury. Noncompliance with these requirements may result in
interest paid under the Lease Agreement becoming subject to federal income taxation retroactive to
the date of issuance of the Lease Agreement. The City has covenanted to comply with the
requirements of the Code to the extent required to maintain the exclusion of interest on the Lease
Agreement from gross income for federal tax purposes. Failure of the City to comply with these
covenants could cause the interest on the Lease Agreement to be taxable retroactively to its date of
issuance.
The Code imposes an alternative minimum tax on a taxpayer's alternative minimum taxable
income. Interest on the Lease Agreement is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, interest on the Lease
Agreement is taken into account in determining the adjusted financial statement income of certain
corporations for the purpose of computing the alternative minimum tax imposed on certain
corporations.
The accrual or receipt of interest on the Lease Agreement may affect the federal income tax
liability of the recipient. The extent of these other tax consequences will depend upon the recipient's
particular tax status or other items of income or deduction. Prospective purchasers of the Lease
Agreement should be aware that ownership of the Lease Agreement may result in collateral federal
income tax consequences to certain taxpayers, including, without limitation, financial institutions,
property and casualty insurance companies, individual recipients of Social Security or Railroad
Retirement benefits, certain S corporations with "excess net passive income," foreign corporations
subject to the branch profits tax, life insurance companies and taxpayers otherwise entitled to claim
the earned income credit and taxpayers who may be deemed to have incurred or continued
indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Lease
Agreement. Special Counsel will not express any opinion as to such collateral tax consequences.
Prospective purchasers of the Lease Agreement should consult their tax advisors as to collateral
federal income tax consequences.
Special Counsel has not undertaken to determine (or to inform any person) whether any action
taken (or not taken) or event occurring (or not occurring) after the date of issuance of the Lease
Agreement may affect the tax status of interest on the Lease Agreement. In rendering its opinion,
Special Counsel will rely upon certificates and representations of the City with respect to certain
material facts solely within the knowledge of the City relating to the application of the proceeds of the
Lease Agreement.
VI. Loan Treatment. By submitting a bid in response to this RFP, each bidder
acknowledges and represents to the City and First Tryon Advisors that (1) no official statement or other
offering material will be furnished other than this Request for Proposals; (2) the bidder has knowledge
and experience in financial and business matters and that it is capable of evaluating the merits and
risks of making the commercial loan to be evidenced by the lease purchase financing and is financially
able to bear the economic risk of holding the lease purchase financing; (3) no CUSIP number will be
obtained for the lease purchase financing; and (4) the bidder intends to hold the lease purchase
financing solely for its own account as a vehicle for making a commercial loan and with no present

intention to distribute or resell the lease purchase financing or any portion thereof.
VII. Investment Letter. The lessor will be required to execute a letter to the City
acknowledging, among other things, that (1) no official statement or other offering material has been
furnished other than this Request for Proposals; (2) the lessor had an opportunity to make inquiries of,
and receive answers from such officials, employees, agents and attorneys of the City; (3) the lessor has
knowledge and experience in financial and business matters and that it is capable of evaluating the
merits and risks of making the loan to be evidenced by the lease purchase financing and is financially
able to bear the economic risk of holding the lease purchase financing; (4) the lessor is acquiring the
lease purchase financing as a vehicle for making a commercial loan and without a present view to the
distribution or resale thereof (subject, nevertheless, to any requirement of law that the disposition of
its property shall at all times be under its control) within the meaning of the Federal securities laws; and
(5) the lessor is acquiring the lease purchase financing solely for its own account and no other person
now has any direct or indirect beneficial ownership or interest therein. The lessor will also be required
to covenant that it will not voluntarily dispose of all or any portion of the lease purchase financing unless
it procures from each assignee thereof representations and covenants in form and content
substantially the same as those made by the Bank.
Additional Information. If you should have any questions regarding this request for proposals, you
should contact:
Margot B. Martin Tamara Lindley
Chief Financial Officer Finance Director
City of Anderson City of Anderson
864.231.2203 864.231.5201
e-mail: mmartin@cityofandersonsc.com e-mail: tlindley@cityofandersonsc.com
David Cheatwood Michael Burns
Managing Director Burr & Forman LLP
First Tryon Advisors Special Counsel
704.926.2447 864.552.9344
e-mail: dcheatwood@firsttryon.com e-mail: mburns@burr.com
Brandon Norris
Burr & Forman LLP
Special Counsel
864.552.9379
e-mail: bnorris@burr.com