Res 13-12A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
(THE "AGENCY ") TO ISSUE TAX INCREMENT
REDEVELOPMENT REVENUE BONDS, IN ONE OR
MORE SERIES (THE "BONDS "), IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED FOUR
MILLION DOLLARS ($4,000,000) TO BE OUTSTANDING
FROM TIME TO TIME PURSUANT TO A REVOLVING
LINE OF CREDIT UPON TERMS HEREINAFTER
DESCRIBED; AUTHORIZING THE PROPER OFFICIALS OF
THE CITY TO DO ALL OTHER THINGS NECESSARY TO
ASSIST THE AGENCY IN THE ISSUANCE OF THE BONDS;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, by Ordinance No. 46 -85 (as amended and supplemented) enacted by the City
Commission of the City of Delray Beach, Florida (the "City Commission') as the governing body of the City
of Delray Beach, Florida (the "City "), the Delray Beach Community Redevelopment Agency was
created; and
WHEREAS, the City Commission has been requested pursuant to the terms of Resolution
No. 2012 -03 adopted by the Board of Commissioners (the "Board ") of the Delray Beach Community
Redevelopment Agency (the "Agency') on February 23, 2012 (the "Agency Requesting Resolution ") to
authorize the issuance of the Agency's Tax Increment Redevelopment Revenue Bonds, in one or
more series (the "Bonds ") pursuant to Section 163.385, Florida Statutes, in the aggregate principal
amount of not to exceed Four Million Dollars ($4,000,000) to be outstanding from time to time pursuant
to a revolving line of credit, said Bonds to be sold at private sale to City National Bank of Florida (the
"Bond Purchaser ") upon terms and conditions determined appropriate and acceptable to the Agency and
consistent with the Bond Purchaset's commitment to purchase the Bonds (the "Commitment"); and
WHEREAS, the City Commission deems it appropriate and in the public's interest to authorize and
approve the issuance and sale to the Bond Purchaser of the Agency's Bonds for the purpose of funding the
development and implementation of certain redevelopment projects provided for in the Agency's
Community Redevelopment Plan, as the same exists from time to time.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1: All of the above recitals are true and correct.
Section 2: The terms and provisions of the Commitment of the Bond Purchaser are hereby
approved and accepted.
Section 3: That pursuant to Section 163.385, Florida Statutes. the Agency is hereby authorized to
issue and sell, on a negotiated basis to the Bond Purchaser, pursuant to the terms and provisions of the
Commitment of the Bond Purchaser and resolutions of the Agency reflecting the terms of such
Commitment and other provisions deemed appropriate by the Agency and the Bond Purchaser, the
Agency's Bonds in the aggregate principal amount of not to exceed Four Million Dollars ($4,000,000) to be
outstanding from time to time pursuant to a revolving line of credit agreement provided by the Bond
Purchaser.
Section 4: The Agency is hereby authorized to execute in its corporate capacity, in its discretion,
such documentation as it deems necessary and appropriate to complete the issuance and sale of said Bonds.
Section 5: The Mayor, the City Manager, the Finance Director, the Treasurer and any other
proper official of the City, be and each of them is hereby authorized and directed to execute and deliver any and
all documents and instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated by this Resolution.
[Remainder of page intentionally left blank]
Res No. 13 -12
Section 6: This Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED in regular session on this the 6`h day of March, 2012.
ATTEST:
City Clerk
CITY OF DELRAY BEACH, FLORIDA
By:
Mayor
3
Res No. 13 -12
Coversheet
MEMORANDUM
TO: Mayor and City Commissioners
FROM: David T. Harden, City Manager
DATE: February 28, 2012
SUBJECT: AGENDA ITEM 9.F. - REGULAR COMMISSION MEETING OF MARCH 6.2012
RESOLUTION NO. 13 -12 /COMMUNITY REDEVELOPMENT AGENCY (CRA)
Page 1 of 1
ITEM BEFORE COMMISSION
Approve Resolution No. 13 -12 authorizing the Community Redevelopment Agency (CRA)to issue Tax
Increment Redevelopment Bonds not to exceed $4,000,000.00 to fund certain projects.
BACKGROUND
At its February 23, 2012 meeting the CRA approved Resolution No. 2012 -03, authorizing issuance of
$4,000,000.00 in tax increment redevelopment bonds by the Delray Beach CRA. The funds will be
expended on capital projects, freeing up Tax Increment Financing (TIF) dollars needed to provided a
$2.7 million loan for the Housing Authority's elderly housing project (Village Square) as well as a $1.5
million loan to Prime Developers and Investors toward the construction of a moderately priced hotel on
West Atlantic Avenue.
RECOMMENDATION
Approve Resolution No. 13 -12.
http: // agendas. mydelraybeach. com /Bluesheet.aspx ?ItemID= 5398 &MeetinglD =346 3/7/2012
RESOLUTION NO. 13-12
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
(THE "AGENCY ") TO ISSUE TAX INCREMENT
REDEVELOPMENT REVENUE BONDS, IN ONE OR
MORE SERIES (THE "BONDS "), IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED FOUR
MILLION DOLLARS ($4,000,000) TO BE OUTSTANDING
FROM TIME TO TIME PURSUANT TO A REVOLVING
LINE OF CREDIT UPON TERMS HEREINAFTER
DESCRIBED; AUTHORIZING THE PROPER OFFICIALS OF
THE CITY TO DO ALL OTHER THINGS NECESSARY TO
ASSIST THE AGENCY IN THE ISSUANCE OF THE BONDS;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, by Ordinance No. 46 -85 (as amended and supplemented) enacted by the City
Commission of the City of Delray Beach, Florida (the "City Commission') as the governing body of the City
of Delray Beach, Florida (the "City"), the Delray Beach Community Redevelopment Agency was
created; and
WHEREAS, the City Commission has been requested pursuant to the terms of Resolution
No. 2012 -03 adopted by the Board of Commissioners (the "Board ") of the Delray Beach Community
Redevelopment Agency (the "Agency') on February 23, 2012 (the "Agency Requesting Resolution ") to
authorize the issuance of the Agency's Tax Increment Redevelopment Revenue Bonds, in one or
more series (the "Bonds ") pursuant to Section 163.385, Florida Statutes in the aggregate principal
amount of not to exceed Four Million Dollars ($4,000,000) to be outstanding from time to time pursuant
to a revolving line of credit, said Bonds to be sold at private sale to City National Bank of Florida (the
"Bond Purchaser ") upon terms and conditions deten-nined appropriate and acceptable to the Agency and
consistent with the Bond Purchaser's commitment to purchase the Bonds (the "Commitment'); and
WHEREAS, the City Commission deems it appropriate and in the public's interest to authorize and
approve the issuance and sale to the Bond Purchaser of the Agency's Bonds for the purpose of funding the
development and implementation of certain redevelopment projects provided for in the Agency's
Community Redevelopment Plan, as the same exists from time to time.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1: All of the above recitals are true and correct.
Section 2: The terms and provisions of the Commitment of the Bond Purchaser are hereby
approved and accepted.
Section 3: That pursuant to Section 163.385, Florida Statutes. the Agency is hereby authorized to
issue and sell, on a negotiated basis to the Bond Purchaser, pursuant to the terms and provisions of the
Commitment of the Bond Purchaser and resolutions of the Agency reflecting the terms of such
Commitment and other provisions deemed appropriate by the Agency and the Bond Purchaser, the
Agency's Bonds in the aggregate principal amount of not to exceed Four Million Dollars ($4,000,000) to be
outstanding from time to time pursuant to a revolving line of credit agreement provided by the Bond
Purchaser.
Section 4: The Agency is hereby authorized to execute in its corporate capacity, in its discretion,
such documentation as it deems necessary and appropriate to complete the issuance and sale of said Bonds.
Section 5: The Mayor, the City Manager, the Finance Director, the Treasurer and any other
proper official of the City, be and each of them is hereby authorized and directed to execute and deliver any and
all documents and instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated by this Resolution.
[Remainder of page intentionally left blank.]
2
Res No. 13 -12
Section 6: This Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED in regular session on this the 6" day of March, 2012.
CITY OF DELRAY BEACH, FLORIDA
ATTEST:
City Clerk
Mayor
CRA
D E L R A Y BEACH
COMMUNITY REDEVELOPMENT AGENCY
February 24, 2012
Mr. David T. Harden
City Manager
100 NW I" Avenue
Delray Beach, FL 33444
RE: CRA Application for a $4,000,000 Revolving Line of Credit
Dear Mr. Harden,
Attached please find CRA Resolution 2012 -03, asking the City Commission to authorize the issuance of
$4,000,000 in tax increment redevelopment bonds by the Delray Beach CRA. The resolution was approved at the
CRA meeting of February 23, 2012. If approved the funds will be expended on capital projects, freeing up TIF
dollars needed to provide a $2.7 million loan for the Housing Authority's elderly housing project (Village Square)
as well as a $1.5 million loan to Prime Developers and Investors toward the construction of a moderately priced
hotel on West Atlantic Avenue. Please accept this correspondence as a written request to place this item on the
agenda for the March 6, 2012 City Commission meeting.
The CRA issued a Request for Proposals to solicit bids from financial institutions for the credit line. Attached is
documentation from the CRA's January 26, 2012 Board meeting authorizing the issuance of the RFP. The
February 23, 2012 board action approving those minutes is also attached.
In response to the RFP, four financial institutions proposed competitive terms for pre - approval. The responses were
evaluated by a committee consisting of CRA Finance and Operations Director Lori Hayward, CRA Executive
Director Diane Colonna and Old School Square Finance Director Robert Schwartz, with input from CRA bond
counsel Stephen Sanford (Greenberg Traurig P.A.) and City Treasurer Rebecca O'Connor. Two financial
institutions (TD Bank and Sun Trust Bank) were disqualified due to the fact that their bid forms did not include the
required guaranteed interest rate for the period between the dates of the bid opening through the date of closing.
Based on a review of the two remaining submittals (Bank United and City National Bank) the committee
recommended that the CRA enter into an agreement with City National Bank for a 2.10% fixed interest rate line of
credit. Documentation regarding the issuance of the RFP and the responses received is included in the back -up.
The CRA intends to close on the financing by the end of March.
If you have any questions, please feel free to call me at 561- 276 -8640. Thank you for your consideration and
assistance in helping the CRA move forward with its redevelopment initiatives.
Sincerely, q9AWL&
Diane Co onna
Executive Director
cc: Lori Hayward, CRA Finance and Operations Director
20 N. Swinton Avenue 0 Delray Beach, Florida 33444
561 - 276 -8640 • Fax 561 - 276 -8558
RESOLUTION NO. 2012-03
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF
THE DELRAY BEACH COMMUNITY REDEVELOPMENT
AGENCY REQUESTING THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA TO AUTHORIZE THE
ISSUANCE OF TAX INCREMENT REDEVELOPMENT
REVENUE BONDS, IN ONE OR MORE SERIES, BY THE
DELRAY BEACH COMMUNITY REDEVELOPMENT
AGENCY (THE "BONDS ") PURSUANT TO SECTION 163.385,
FLORIDA STATUTES, IN A PRINCIPAL AMOUNT OF NOT
TO EXCEED FOUR MILLION DOLLARS ($4,000,000) TO BE
OUTSTANDING FROM TIME TO TIME PURSUANT TO A
REVOLVING LINE OF CREDIT; REQUESTING THE CITY OF
DELRAY BEACH, FLORIDA TO AUTHORIZE THE PROPER
OFFICIALS OF THE CITY TO DO ALL OTHER THINGS
NECESSARY TO ASSIST THE AGENCY IN THE ISSUANCE
OF SUCH BONDS; PROVIDING FOR EFFECTIVE DATE.
WHEREAS, the City of Delray Beach, Florida (the "City ") has duly adopted its current
Community Redevelopment Plan (the "Plan ") for the community redevelopment area within its
jurisdiction; and
WHEREAS, pursuant to the Plan the Delray Beach Community Redevelopment Agency
(the "Agency ") has developed a redevelopment schedule for the development, implementation
and refinancing of certain projects which require funding from sources beyond the currently
available funds received by the Agency; and
WHEREAS, in order to provide for the funding of certain projects as provided for in the
Plan as the same may exist from time to time, the Agency hereby determines that it is in the
public's interest to issue, pursuant to a revolving line of credit, its Tax Increment Revenue
Improvement Bonds in the aggregate principal amount outstanding from time to time of not to
exceed Four Million Dollars ($4,000,000) (herein, the "Bonds ") pledging its tax increment
revenues for the repayment of the Bonds; and
WHEREAS, the Bonds will be sold to City National Bank (herein, the "Bank ") which,
pursuant to a request for proposal, has proposed the most favorable terms to the Agency pursuant
to the conditions set forth in such Bank's commitment (the "Commitment "); and
WHEREAS, the proceeds derived from the issuance of the Bonds will be used to finance
certain redevelopment projects and pay the costs of issuing the Bonds; and
WHEREAS, pursuant to Section 163.385, Florida Statutes, the City, as the governing
body, may authorize by resolution or ordinance the Agency in its corporate capacity, and its
discretion, to issue tax increment redevelopment revenue bonds from time to time to finance and
refinance the undertaking of any community redevelopment project pursuant to its Plan and
pledging the anticipated assessed valuation of the completed community redevelopment area and
such other revenues as are legally available.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Delray
Beach Community Redevelopment Agency that:
Section One. All of the above recitals are true and correct.
Section Two. The City Commission of the City of Delray Beach, Florida, as the
governing body of the City (the "City Commission "), is hereby requested to authorize the
issuance of Tax Increment Redevelopment Revenue Improvement Bonds (the "Bonds "), by the
Delray Beach Community Redevelopment Agency (the "Agency ") in the aggregate principal
amount of not to exceed Four Million Dollars ($4,000,000) to be outstanding from time to time
pursuant to the terms and provisions of a revolving line of credit agreement with the Bank. The
Bonds, subject to the City's authorization, shall be sold pursuant to private sale pursuant to the
terms offered by the Bank determined by the Agency to be appropriate and acceptable to the
Agency as evidenced by the Commitment of such Bank.
Section Three: Principal and interest on the Bonds will be payable from the Agency's tax
increment revenues collected pursuant to the provisions of Section 163.387, Florida Statutes on
parity with the Agency's outstanding indebtedness.
Section Four: The Commission is hereby requested to authorize the proper City officials
to do all other things necessary and within their power to assist the Agency in the issuance of the
Bonds.
Section Six. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 23`d day of February, 2012.
[SEAL]
ATTES
By:
Name: one, Coon n
Title: (✓kf4 1= ecth',ie- bivz c
WPB 382745358x3/2 -17- 12/017120.011000
2
DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY
By:
Name: Ho ►tea rr( ��. �;S
Title: C12 W Rpn,� O A-eA i r
Meeting Date: January 26, 2012
Agenda Item:
Summary
REQUEST FOR PROPOSALS (RFP) — CRA LINE OF CREDIT
In the past several months the CRA has authorized the funding of several projects for which it anticipated
having to borrow the funds to finance. Among those projects is a $2.7 million loan to build low income elderly
housing on a portion of the former Carver Estates property, and a $1.5 million loan to construct a new hotel on
West Atlantic Avenue. In evaluating the options for borrowing funds, it would be preferable to apply the
borrowed funds to projects that will remain in the public domain (such as street beautification and other
infrastructure projects) in order to get a more favorable (tax exempt) interest rate. Applying the credit line
proceeds to public projects will free up the CRA's TIF revenues to be applied to the elderly housing and hotel
loans.
The CRA is requesting that the board approve the attached RFP for a credit line of up to $4,000,000. It is
anticipated that the credit line would be used initially to fund the following projects, with the possibility of some
deviation from this list depending upon construction schedules:
1. NW 12"' Avenue- Atlantic to MLK
(Drainage, landscaping, sidewalks and irrigation; construct alley for rear parking)
2. Gateway Feature (Public Art)
(Construct decorative columns, landscaped berms and sidewalks)
3. NE 1s�Avenue Streetscape Improve
(Completion of streetscape improvements)
4. Block 32 Alley
(Improve alley between SW 3`d and SW 4d' St and SW4th and SW 5d' Ave)
5. SW 2nd Street Beautification
(Construction of SW 2 "d Street improvements)
6. Block 19 & 20 Alley Improvements
(Construction of alleys in Bik 19 & 20, upgrades to City pkg lot -114 NW 5'h Ave)
7. Swinton & Atlantic Intersection
(Intersection design; make more pedestrian friendly; improve connectivity)
8. Property acquisitions for publicly owned projects
$ 400,000
$1,500,000
$ 350,000
$ 100,000
$ 600,000
$ 200,000
$ 100,000
$ 500,000
The credit line structure would extend over a five year period. Draw -downs would be determined by the stages
of projects and progress of the redevelopment projects. The CRA would repay the borrowed funds on a bi-
annual basis. The RFP asks each bidder to provide both fixed and variable interest rates. Based on a
preliminary review, all financial institutions would require future TIF revenue as security or collateral.
The anticipated bidding schedule would begin January 27, 2012 with estimated closingisigning of an
agreement no later than March 30, 2012_ The interest rate charged to the CRA for the borrowed funds will in
turn be the rate applied to the CRA's loans for the elderly housing and hotel projects.
Recommended Action:
Authorize staff to issue the attached RFP (Request for Proposals) for a line of credit of up to $4,000,000 to
fund projects and redevelopment activities,
Submitted By: Lori Hayward, Finance & Operations Director
V1__
REQUEST FOR PROPOSAL
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY (the "CRA ")
$4,000,000 TAX EXEMPT LINE OF CREDIT (Non -Bank Qualified)
Notice is hereby given that the Delray Beach Community Redevelopment Agency (the "CRA "), a dependent
district of the City of Delray Beach, Florida (the "City "), will receive sealed bids in care of the undersigned
Finance and Operations Director, at 20 N. Swinton Avenue, Delray Beach, Florida 33444, until 2:00 p.m.,
local time on
Friday February 10, 2012
The CRA is requesting letters of commitment from financial institutions to provide financing in the form of a
closed end line of credit of up to $4,000,000 (the " Line of Credit "). The CRA anticipates needing up to
approximately $4,000,000 for the purpose of financing several infrastructure projects and property
acquisitions (see attached project list).
Terms
The CRA will pay principal and interest, as negotiated, on the Line of Credit. Payments will be made on
October 1 and April 1 commencing October 1, 2012. The duration or length of this credit line will have a final
maturity no later than September 30, 2017. The outstanding balance plus accrued interest under the Line of
Credit will be repaid with proceeds from the CRA's annual tax increment revenues. The CRA is requesting
that each bidder provide a variable rate, as well as a fixed rate for this facility.
Prepayment Provisions
Bidders shall specify the terms of a prepayment penalty or provision, if any.
Transferability
There will be restrictions on transferability (i.e., limited to Accredited Investors) as approved by the CRA.
Security
Principal and interest on the Line of Credit will be secured by a pledge of the CRA's tax increment revenues
(TIF) on parity with certain outstanding TIF debt of the CRA.
Bond Counsel Opinion
Bond Counsel expects to deliver an opinion regarding the enforceability of the Line of Credit and certain
matters regarding federal income taxes.
Interest Rates and Award of Note
The Line of Credit will be awarded to the bidder whose bid produces the lowest true interest cost to the
CRA. All bidders should stipulate a maximum "not to exceed" cost of legal and miscellaneous fees and that
maximum will be used in comparing bids. The true interest cost of the Line of Credit shall be determined by
computing the total amount of interest payable on the Line of Credit based on the terms referenced herein
plus all fees (if any) to be paid by the CRA.
All bids must guarantee the interest rate from February 13, 2012, the date of the bid opening, through the
date of the loan closing. Each bidder must demonstrate and guarantee the ability to close by March 30,
2012.
Interest Rates Adjustment
Each bidder must describe under what circumstances the interest rate will be adjusted and the formula for
such adjustment.
Bid Form
All bids must be submitted upon the "Official Bid Form" furnished by the CRA, must be unconditional, and
must be delivered to the CRA in a sealed envelope addressed to the Undersigned and marked "Sealed Bid
for $4,000,000 Financing for the Delray Beach Community Redevelopment Agency (CRA) ". Bidders
may include attachments with additional information for optional bids.
Facsimile copies and email responses are not acceptable.
Fees and Discounts
The CRA will have the firm of Greenberg Traurig, P.A. serving as Bond Counsel for the borrowing. The CRA
assumes the responsibility to make the payment to this firm for services rendered and the bidder should
detail each and every other cost that they have included and any administration fees or discounts which in
their bid the CRA would be responsible for the payment thereof. If there is a charge for the time the total line
of credit amount has not been used, indicate the cost. If this charge is applicable it will be considered in
determining the lowest rate.
Delivery of Proceeds
Under the Line of Credit, the CRA anticipates needing $1,500,000 upon closing and any remaining funds
upon request and as needed.
Schedule of Events
The Delray Beach Community Redevelopment Agency, a city agency, has established the
following schedule of events:
Submittal of bids February 13, 2012
Award of Bid by CRA February 23, 2012
Revolving Line of Credit Resolution February 23, 2012
Approval by City Commission March 6, 2012
Estimated Closing March 30, 2012
Please note that if the final terms of the facility are not negotiated by February 23, 2012, the resolution may
be moved to the next CRA Board of Commission meeting. The dates of the City Commission approval and
estimated closing would be adjusted accordingly.
Additional Information
The CRA reserves the right to determine the successful bidder for the Line of Credit, to reject any or all of
the bids for the Line of Credit, and to waive any informality in any bid for the Line of Credit.
Copies of the CRNs Comprehensive Annual Financial Report for period ending September 30, 2010 as well
as the unaudited monthly financial report through December 31, 2011 are available upon request.
Dated: January 26, 2012 DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY
Lori Hayward
Finance and Operations Director
OFFICIAL BID FORM
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ( "the CRAP)
LINE OF CREDIT
General Information
1. Bank Name:
Contact Person:
Phone:
Address:
Fax:
Email:
2. Bank's Total Assets:
3. Bank Experience: (please attach)
4. Bank Rating:
S. Interest Rate: Interest rates must be calculated on an actual day, 360 -day year basis (12 months at
30 days each).
a.) Non -Bank qualified tax exempt fixed rate for a 5 -year term
b.) Non -Bank qualified tax exempt variable rate for a 5 -year term
Please indicate the initial variable interest rate, the duration of the initial variable rate, and
the index it is based upon. The rate must be based on specific ascertainable criteria. Please
indicate if the Bank will require CRA to enter into an interest rate swap for a variable rate.
6. Fees Please detail any and all fees for which the CRA will be responsible for payment. All fees will
be the maximum amount that the CRA should have to pay.
Description, of Fee
Maximum
Total: $
The CRA shall furnish, free of charge to the successful bidder, the opinion of Greenberg Traurig,
P.A., Bond Counsel for the CRA, approving the legality of said Line of Credit, together with the usual
closing papers.
This bid is not subject to any conditions not expressly stated hereof in the Request for Proposal.
The person executing this document represents that he /she has the authority to act on behalf of
the bidding institution.
Respectively submitted,
Title
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D E L R A Y BEACE{
COMMUNITY REDEVELOPMENT AGENCY
REGULAR MEETING MINUTES
Thursday, January 26, 2012, 6:00 p.m.
City Commission Chamber
Delray Beach, FL 33444
BOARD MEMBERS PRESENT:
Howard Lewis
Bill Branning
Peter Arts
Annette Gray
Cathy Balestriere
Veronica Covington
BOARD MEMBERS ABSENT:
Herman Stevens
OTHERS PRESENT:
Jim Knight
Nguyen Tran
Michaels Nelson
Samuel Spear, Jr.
Francesca Mallows
Dave Baker
Scott Porten
Mike Campbell
Ron Gulinsky
Willem Brans
Dan Zanella
Rosa Torres - Tumazos
Seretha George
Jay Alperin
Reginald A. Cox
STAFF PRESENT:
Diane Colonna
Elizabeth Burrows
Vince Wooten
Kristyn Cox
DJ Doody
Call to Order:
Chairman Howard Lewis called the meeting to order at 6:15 pm.
Vin Nolan
Lori Hayward
Alyona Ushe
Ron Hoggard
1. Approval of Agenda
Ms. Gray made a motion to approve the agenda. Mr. Arts seconded and the motion passed
unanimously.
2. Approval of the Minutes to the Regular Meeting of January 12, 2012
Motion made by Ms. Gray and seconded by Ms. Balestriere. Motion passed unanimously.
3. Public Comments on Non - Agenda Items - (Note: comments are limited to 2 minutes in
duration, and will be responded to at the next board meeting)
a. Mike Campbell with Habitat for Humanity noted recent activities with the
organization's involvement including 212 / 214 SW 12" Avenue construction of two
homes and the opening of a new Resale Store at 1900 North Federal Highway that
will include five (5) full time jobs and generate $1 to 1.5 million in annual sales.
b. Jim Knight with Knight Group asked the Board to assist in getting jury trials at the
Delray Beach Courthouse to increase the office growth. Mr. Lewis and Ms. Colonna
responded that attempts have been made in the past and it cannot be controlled by
the City or CRA.
4. P &Z — Village Square Class V Site Plan (former Carver Estates site)
Presented by P & Z Staff Member Ron Hoggard is the Class V Site Plan for Village Square. On
July 14, 2011, the Board approved of a conditional use allowing a density in excess of twelve
(12) units per acre, which was subsequently approved by City Commission on August 2, 2011.
The current Class V site plan application for 253 units will be completed in three phases. P & Z
is asking for support from the Board requiring a manned guard house at the entrance of the
development.
The Board's consensus was in support of the Class V Site Plan with P & Z suggested manned
guard house.
Consent Agenda:
5. CCC Monthly Progress Report — December 2011
6. Economic Development Monthly Update — December 2011
7. Construction Agreement for SW 12th Ave Private Property Landscape
Improvements
8. Second Amendment to Interlocal Agreement between CRA and DBHA — 82 NW 5tn
Avenue
Request to pull item #5 from the Consent Agenda was made by Mr. Branning. Ms. Gray made a
motion to approve the Consent Agenda pulling #5 for discussion. Mr. Arts seconded the motion
and it passed unanimously.
#5 — Mr. Branning requested that the CCC Monthly Progress Report contain more concrete
figures in the future with regards to attendance and sales /profits, etc.
Motion by Mr. Branning to accept the report as received and file. Second by Ms. Gray and
passed unanimously.
Old Business:
9. ACG Presentation of Arts Warehouse Phase I Report
The presentation by Willem Brans, Mike Nelson and Dan Zanella of ACG (Arts Consulting
Group) presented the Phase I of the Feasibility Study of the Arts Warehouse Plan. The steps
taken for the study included the October 14, 2011 meeting results of the Community Advisory
Committee whose purpose was to advise the consultant team on the facility planning study
including the development of programmatic and architectural concepts. The ACG team
reviewed existing studies, reports and plans to strategize how the Arts Warehouse would fit into
the context of the community. In addition to the Community Advisory Committee's suggestions,
ACG interviewed 37 artists, civic members, educators, business leaders and journalists for
feedback on Delray's successes and strengths as well as the needs and concerns which
included the lack of affordable and specialized studio, instruction space for artists and theatre
space. Education level was identified as the strongest predictor for arts presentation and
attendance rates increase with increases in income. Delray was noted as significantly more
diverse than its surrounding communities when compared to its 20 minute drive region. A seat
count analysis identified that of the 60,677 seats in 33 venues within 40 miles of the Arts
Warehouse site, 62% are in outdoor amphitheaters and a third of the remaining are operated by
area colleges with mid -sized venues being relatively scarce. ACG concluded that the location of
the Arts Warehouse in Delray Beach is of significant visitor importance. The consensus among
the Committee and interviewees is the need for an arts incubator space that is alternative in
nature including affordable studio space for artists as well as theater space. In concept, the
Main Stage area would sit 200 -250 with a flexible stage seating configuration and could
2
accommodate a resident theater company for year -round performance schedules. The Second
Stage would also be a flexible configuration to seat 100 -200 and be utilized for program music
events similar to current Arts Garage programming. Other spaces would include for an Artists -in
Residence (AIR) program for studio use with exhibits, demonstrations, education and public
interactions. The conceptual plan included removal of the front small office area and a build -up
of the front of the warehouse space to match or be higher than that of the rear warehouse
space. There are parking issues to address as well.
Mr. Lewis thanked ACG for their great presentation and opened the Board for discussion. Mr.
Branning voiced his excitement of how this project will change the face of Delray Beach
comparing it in sorts to Coconut Grove. He expressed concern with housing a theatre company
with CRA involvement due to his experience and knowledge of those types of entities. He
suggested that a theatre company may hinder The Collaborative because they can be
financially risky. Ms. Balestriere stated her belief in the concept but felt there was a lot of
information to take into consideration and wasn't confident in the method of gathering the
information. Her example given was a reference in the report to a young demographic but
contradictorily there was an aging audience. Mr. Brans
clarified that the audience that typically invests dollars into the arts is aging and is large but the
target audience of 45 — 65 year olds are growing. He also clarified that they interviewed arts
leaders instead of the arts audience because they were trying to fill a blank canvas but they will
be involved later in the process. Ms. Balestriere asked for Mr. Brans' advice on how to
collaborate with other groups and organizations based on other facilities that have the current
challenge of being tied to funding sources. Mr. Brans responded that a lot of planning will be
needed but there is something to build on here in Delray Beach with the existing identity of an
arts destination. This will have to be a not - for - profit model, it will require ongoing fundraising and
continued public support. The CRA could not be its only funding source if it is to succeed. Ms.
Balestriere wasn't convinced that there was enough of a buy -in from the community. Ms. Gray
expressed that she felt this first phase consisted of the wish list of usual suspects and found it
difficult to swallow as a first phase. She mentioned that she would have liked to have seen a
timeline of transitions and some funding suggestions for CRA un- involvement. She also wanted
to see what some of the cross - cultural programming would look like. Mr. Arts didn't see enough
people from the business community involved. He was concerned about the cost feasibility and
it always being left to measure last. He also mentioned that the parking needs to be addressed.
Ms. Covington wondered where the funding would come from if the economy doesn't improve.
Mr. Lewis commented that from what he was hearing from the Board that the Phase II had
better be really good. He felt that the Board should give more input for CRA collaboration on the
project. Executive Director Diane Colonna asked if the scope of Phase II should be revised to
which Mr. Lewis responded, yes. Ms. Gray clarified that the inputs for the plan come from a
larger focus group than industry professionals, but not a public charrette. Mr. Branning
questioned Mr. Brans on their typical process of community involvement to which Mr. Bran
stated that they usually include the community in Phase III.
Mr. Arts made a motion to accept the ACG Report and authorize ACG to move forward to
Phase II with Board consultation to Staff to pass to the consultant on Capital and Operating
Cost Estimates of the CRA's Arts Warehouse. The motion was denied on a tie vote. Ms. Gray
made a motion to accept the report from ACG with Board recommendations to Staff to redesign
the scope of Phase II to be presented for approval prior to moving on to Phase II. Mr. Branning
seconded the motion and the motion passed unanimously.
3
New Business:
10. RFP — CRA Line of Credit
Finance & Operations Director Lori Hayward presented the details of the RFP and stated that
the CRA has authorized funding of several projects for which anticipated the possibility of
borrowing to finance. It would be preferable to apply borrowed funds to projects that will remain
in the public domain (such as street beautification and infrastructure projects) in order to get a
more favorable (tax exempt) interest rate. Applying the credit line to public projects will free up
the CRA's TIF revenues to be applied to the elderly housing (Village Square) and hotel (W.
Atlantic) loans. The credit line structure would extend over a five year period with repayment on
a bi- annual basis. The RFP asks the bidder to provide both fixed and variable interest rates. The
anticipated bid schedule would begin January 27, 2012 with estimated closing and agreement
signing no later than March 30, 2012. The interest rate charged to the CRA for the borrowed
funds will in turn be the rate applied to the CRA's loans for the elderly housing and hotel
projects.
Mr. Branning asked that Staff ensure that current agreements to loan funds specify whether the
funds are borrowed by the CRA for that specific project or in general. He also did not see the
need to have respondents include variable rates as there would be no way of determining where
they end up.
Mr. Lewis made note that Commissioner Covington left the meeting before the discussion on
Item #10 and the vote.
Mr. Arts made a motion to authorize staff to issue the attached RFP for a line of credit of up to
$4,000,000 to fund projects and redevelopment activities. Ms. Balestriere seconded the motion
and it passed unanimously.
11. Modification to Program Guidelines — Job Creation Bonus Program
Economic Development Director Vin Nolan presented Staff recommended modifications for the
Job Creation Bonus (JCB) program with broader economic development incentives created by
the CRA. This revision is to enable businesses not currently operating in Delray Beach to select
temporary quarters in the City while awaiting completion of newly constructed office space in the
CRA District without impairing their ability to apply for and receive a grant under the JCB
program. The modifications require an affirmative action on the part of the applicant. The
businesses must provide a letter of intent indicating their intention to move to currently
undeveloped, qualifying property in the CRA District prior to moving to temporary quarters in the
City along with their intent to apply for JCB incentives. Second, the window for completion and
final occupancy of the new space should be under two years from the date of their acquisition of
the temporary space which is consistent with other incentive program guidelines as a mark of
permanency.
Mr. Branning referenced small changes to two sections to read:
1. f. Letter of Intent/Affirmation must be submitted to the CRA prior to the start of a
temporary lease term, for companies relocating to temporary space in other areas
of Delray Beach so that permanent space in the CRA District can be
constructed,...
4. ......The first of the five payments will commence within 90 days after. a) the jobs
have been in place for a full calendar year in the permanent space; and b)...
2
Motion was made by Ms. Gray to approve the amended JCB Program as per attached program
guidelines with Mr. Branning's comments. Mr. Branning seconded the motion and it passed
unanimously.
12. Discussion of RFP —135 NW 5th Ave (West Settlers Building) Commercial Space
Marketing & Grants Manager Elizabeth Burrows presented the item to the Board regarding the
CRA owned and renovated commercial units of the West Settler's Building at 135 NW 5th Ave.
Now that the Spady Museum Parking Lot has been expanded to provide a total of 14 public
parking spaces, we are ready to craft an RFP for the commercial units. Each bay is
approximately 875 sq. ft. and based on recent appraisal of the Delray Beach Housing
Authority's proposed office building at 82 NW 5 "' Ave, the office space is valued at an estimated
annual lease rate of $18 /sq. ft. Monthly maintenance fees are calculated at $300 /month. The
issues to be addressed in crafting the RFP are as such:
1. Use of the space — Staff recommends restricting to office and artist gallery/workspace
2. Whether or not to offer a build -out allowance or simply finish the flooring in both units
before leasing.
3. Whether or not to separate the RFP for Unit #5 since it will not be available to lease until
October 1, 2012.
4. Should the CRA consider applications for the Business Development Assistance
Program which would pay one -third of the monthly rent up to $500 /month for up to 12
months?
5. What is the minimum lease term that the CRA will consider? (Staff recommends 3
years.)
6. Should the RFP be structured so that offers to lease or purchase the space can be
considered?
7. Determination of the lease rate — Using the appraisal of the proposed DBHA building,
the board may choose to set the lease rate at $1,612.50 /month ($18 /sq. ft. + $300
monthly maintenance). However, in consideration of the CRA property being further
away from W. Atlantic Avenue and having less designated parking, a lower lease rate
may be appropriate.
Mr. Branning responded that there is plenty of parking, the CRA should install or give an
allowance for carpet or flooring, both units should be included in the RFP, applications for the
Business Development Assistance Program should be considered, it should only be available to
lease, the lease rate should be at $10 /sq. ft., not $18. Mr. Lewis allowed Jim Knight of Knight
Group to lend some advice to the Board of current rates to lease. Mr. Knight agreed that $10 /sq.
ft. was a good rate for the location and that they should consider doing a generic build -out by
the CRA. Ms. Burrows asked for clarification on the usage for the space as Staff is
recommending small retail, office or art space. Mr. Branning felt that anything that the location is
zoned for should be allowed with regards to use. Ms. Balestriere agreed that both of the spaces
should be included in the RFP, CRA should do the build -out, application for assistance should
be allowed and the RFP should be open to for - profit and not - for - profit entities. Ms. Gray dittoed
everything except for the lease rate which she felt should be $15 /sq. ft. if we're allowing
application for assistance.
The consensus of the Board concerning the RFP was to: permit all uses the zoning allows (no
use limitations); provide a generic build -out for the space; include both commercial units; allow
application for the Business Development Assistance Program; and, provide a minimum 3 year
lease term, lease option only, with a lease rate of $15 /sq.ft. plus $300 monthly maintenance fee.
41
Other Business:
13. Comments by Commissioners
Ms. Balestriere shared with the Board her attendance to the MLK Breakfast at the Spady
Museum and how great it turned out. The entertainment was unique; they had approximately
170 people attend and made money. Brandy had her baby and will not be returning so a new
museum assistant, Chudnei Bennett, has been hired. Munnings Cottage is open and they're
having the EPOCH Board meetings there now and preparing to open it to the public on
February 2nd from 4 — 6 pm. Samuel Spear has an exhibit opening that night as well. She also
advised that they have their white picket fence removed and better signage installed for curb
appeal.
Mr. Lewis asked that Board members who had not had their pictures taken to do so as soon as
possible please.
14. Comments by Board Attorney
No comments by Board Attorney DJ Doody.
15. Comments by Executive Director
Executive Director Diane Colonna said that she would be leaving town for a week. She informed
the Board that they have had sit downs with Prime and there are some sticking points but it's
moving. Staff should know more in the next couple weeks.
16. Comments by Staff
Ms. Burrows informed the Board of two public parking charrettes to be held on Mon. January
301h at 6 pm and Tuesday January 315' at 9 am. She and Patsy Nadal of the City Purchasing
Dept. are working on a Bid Workshop Series to educate local contractors, subcontractors and
skilled laborers on the bid process and requirements. It's a four -part series beginning
Wednesday, February 22nd at 5 pm in the Delray Beach Library. The Green Market is having
their Chili Cook -off on February 18 "'. The ITC Tournament is from February 24'h through March
4'h. The Board is invited to the Arts Garage by Alyona to see performance by Ted Rosenthal.
The meeting was adjourned at 8:47 pm.
C `e:-
Diane Colonna, Executive Director Howard Lewis, Chairman
N
Meeting Date: February 23, 2012
Agenda Item : I l
Summary
AUTHORIZATION FOR THE CRA TO NEGOTIATE A $4,000,000 TAX EXEMPT
LINE OF CREDIT WITH CITY NATIONAL BANK AND ADOPTION OF RESOLUTION
2012 -03 ASKING THE DELRAY BEACH CITY COMMISSION TO AUTHORIZE THE
ISSUANCE OF TAX INCREMENT REDEVELOPMENT REVENUE BONDS
On January 26, 2012 the CRA board authorized staff to issue an RFP for a tax exempt
line of credit up to $4,000,000 to fund infrastructure projects and property acquisitions.
The credit line is needed to free up other CRA funds in order to provide loans for the
Village Square Elderly project and the West Atlantic Avenue hotel.
In response to the RFP, four financial institutions proposed competitive terms for pre -
approval, which are attached for your review. The responses were reviewed by a
committee consisting of CRA Finance and Operations Director Lori Hayward, CRA
Executive Director Diane Colonna and Old School Square Finance Director Robert
Schwartz, with input from CRA bond counsel Stephen Sanford (Greenberg Traurig P.A.)
and City Treasurer Rebecca O'Connor. Two financial institutions were disqualified as
their bid forms did not include the required guaranteed interest rate for the period
between the dates of the bid opening through the date of closing. TD Bank stated that
the actual fixed rate shall be set 3 business days prior to funding and Sun Trust Bank
required the CRA to notify the bank by February 14, 2012 to hold the rate.
Based on a review of the two remaining submittals (Bank United and City National
Bank) the committee recommends that the CRA obtain a fixed interest rate line of credit
since the rate is historically low and will not change for the term of the loan, and enter
into an agreement with City National Bank due to the following factors (see attached
bank comparison document):
• Lowest fixed rate
• No requirements placed on loan being drawn down by a specific date or amount
• Loan is revolving
• No interest or fees paid semi - annually if funds borrowed are at a zero balance
• No prepayment provision
• No financial penalty if bank account goes below required balance
The CRA Board may also consider tho City National Bank bid with a floating (variable)
which would also include all of the above features. This choice would involve a degree
of risk since the rate could increase above the fixed rate over the estimated 5 -year term
of the loan. If the Bank's floating rate is selected, it would be necessary to monitor
changes in the 30 day libor rate to determine if the average interest cost is approaching
the fixed rate of 2.10 %.
The CRA must receive authorization from the Delray Beach City Commission to borrow
funds. Attached is a resolution asking the City Commission to authorize the CRA to
issue bonds via City National Bank to obtain the $4 million in funding. A request has
been submitted to place this item on the agenda for March 6, 2012 City Commission
meeting, and notices have been sent to the various taxing authorities as required by
Florida statutes.
Recommended Action:
1) Authorize CRA staff to negotiate the terms and conditions of a $4,000,000 credit
line agreement with City National Bank with a fixed interest rate of 2.10 %.
2) Approve the attached resolution asking the City Commission to authorize the
issuance of tax increment redevelopment revenue bonds in a principal amount
not to exceed $4,000,000 to be outstanding from time to time pursuant to a
revolving line of credit.
Submitted By: Lori Hayward, Finance & Operations Director
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
$4,000,000 CREDIT LINE COMPARISONS
As Of February 10, 2012
CITY NATIONAL TD BANK BANK UNITED SUNTRUST BANK
Fixed Rate (5 -year)
2.10% 2.05%
2.57%
2.02%
Fixed Rate guarantee
(65% 1 month Libor+ 275 pbs)
1.10%
add 6bps.
Required Lock in Rate until 3/30/12
YES No- disqualified
YES
Yes, if notified by 2/14/12 (disqualified)
Draw down amount
No unused fee 10 -30 bps(max $12,000)
18 months of closing
entire amount at closing
Prepayment Provision
No
2% of original commitment if w /in 2yrs
yes
Interest Based on 18 month draw down
$319,972
$388,788
full amt w /in18 months of closing
Interest Based on initial 1.5 million draw only
$131,522
NA
$88,219
Non -Usage fee
None
NA
1 Month Libor
PBS
Libor rate
Variable Rate
Interest Swap
Prepayment Provision
Draw down requirement
Interest Based on 18 month draw down
Interest Based on initial 1.5 million draw only
Interest/Fees for zero balance
6 Month Libor
PBS
Libor rate
Variable Rate
SWAP
Revolving /Non - Revolving
Fees
Security
Required Bank Balance
Impact if account went under required amount in bank
Month Libor .25%
Month Libor .25%
Month Libor .25%
(monthlyl Libor +110 bps) _
5 % 1 monthly Libor+ 120pbs)
(65% 1 month Libor+ 275 pbs)
1.10%
1.20%
0.2500%
0.1875%
1.3500%
1.9500%
No
No
No
No
lil.3875%
No
No
full amt w /in18 months of closing
$246,765
$298,010
$88,219
NA
None
NA
Revolving Non - Revolving
$10,275 $5,000 $12,500
Pledged TIF Pledged TIF Pledged TIF
5,000,000 deposit relationship 1,600,000
No financial penalty violation of FL loan agreement procedure
30 days to correct/60 days btwn. Oct -Nov
Month Libor .25%
(75.2 % 1 month Libor+ 187 pbs)
1.6000%
6 Month Libor
(75.2 % 6 month Libor+ 186 pbs)
1.9800%
$3,000
Pledged TIF
OFFICIAL BID FORM
DELRAY BEACH COMMUN17Y REDEVELOPMENT AGENCY ('the CRA')
LINE OF CREDIT
General Information
Bank Name: City National Bank of Florida
Contact Person: Jeff B. Watts
Phone: 954 - 761 -4246
Address: 350 E. Las Olas Blvd., Suite 1130 Fort Lauderdale, Florida 33301
Fax: 305 -350 -1070
Email: ieff.watts&ci ynational com
2. Bank's Total Assets: $4,136,375,617 (As of 2/9/12)
Bank Experience: (Please visit attachment)
4. Bank Rating: 4 Stars -- Bauer Rating (As of 9/30/11)
5. Interest Rate: As stipulated in the RFP, interest rates shall be calculated on an actual day, 360 -
day year basis (12 months at 30 days each):
a.) Non -Bank qualified tax exempt fixed rate for a 6-year term: 2.10%
b.) Non -Bank qualified tax exempt variable rate for a 5 -year term:
• Index: 30-Day LIBOR
• Rate: 110 basis points
o Duration: for the term of the financing
• Interest Rate Swap: not required
Fixed and Variable rates quoted above are guaranteed from now until loan closing
Prepayment Provision: None
7. Terms: As stipulated in the Request For Proposal
8. Transferability: As stipulated In the Request For Proposal
9. Security: As stipulated in the Request For Proposal
10. Covenant: As discussed with the CRA, the requested facility shall be on parity with existing
Bond arrangement and therefore include the current annual Debt Service Coverage covenant
11. Condition: the CRA must maintain Its banking relationship with City National Bank with average
balances of not less than $5,000,000 during the term of the financing
9. Fees: Please detail any and all fees for which the CRA will be responsible for payment. All fees
will be the maximum amount that the CRA should have to pay.
B- M 7 on VOTITOW ENEXIMM'1111"11
Legal Fee $10,275
Total: $10,275
The CRA shall furnish, free of charge to the successful bidder, the opinion of Greenberg
Traurig, P.A., Bond Counsel for the CRA, approving the legality of said Line of Credit, together
with the usual closing papers.
This bid is not subject to any conditions not expressly stated hereof in the Request for Proposal.
The person executing this document represents that he /she has the authority to act on behalf of
the bidding institution.
Respectively submitted,
Jeff Watts
Corporate Banking Team Leader, Vice President
''I City National Bank
February 10, 2012
Lori Hayward
Finance and Operations Director
Defray Beach Community Redevelopment Agency
Bank Experience — $4,000,000 Tax Exempt Line Of Credit (Non -Bank Qualified) RFP
City National Bank is a stable, secure, profitable nationally chartered financial institution headquartered In
Miami, Florida. The Bank was built on conservative and sound business and banking principals that have
allowed it to become one of the most profitable banks, liquid and well- capitalized banks in the nation. Our
financial stability was recognized once again by Bauer Financial granting us a 4 Star rating. Given
the positive outlook for our institution, we continue to expand and add personnel.
In November, 2011 City National Bank was named Community Bank of the Year by the South Florida
Business Journal (SFBJ). The SFBJ awarded City National Bank with this esteemed honor "because no
other bank has had more of a positive impact on the business community over the past year."
Throughout our 65 years serving South Florida communities, we have worked with numerous municipal
clients to achieve outstanding workflow improvements. Some of these clients include, but are not
limited to, the Delray Beach Community Redevelopment Agency, the Miami -Dade County Clerk and
the City of Hallandale Beach. Should you have any questions related to these relationships please do not
hesitate to contact me directly.
Regards,
Jeff
Jeff B. Watts
Vice President
Corporate Banking Team Leader
City National Hank
Office 954 -761 -4246
Fax 954761 -4247
Jeff.Watts @citynational.com
www.citynational.com
10 350 East Las Olas Boulevard —Suite 1130; Fort Lauderdale, FL 33301
BankUnited Patrick D. Rigney
222 Lakeview Drive, Suite 900, West Palm Beach, FL 33401 Vice President
F -Mail: prigney @bankunited.com Telephone: (561) 653 -2162 Corporate /Commercial Banking
91l BankUnited
Delray Beach Community Redevelopment Agency
20 N. Swinton Avenue
Delray Beach, FL 33444
c/o Lori Hayward, Finance and Operations Director
Dear Ms. Hayward
February 10, 2012
BankUnited (the "Bank ") is pleased to provide you with this discussion draft outlining the basic terms and
conditions currently being contemplated forthe proposed extension of credit to the noted Borrower. This is a
commitment to lend, subject to final credit approval.
Borrower: Delray Beach Community Redevelopment Agency ( "CRA ")
Loan Type: Line of Credit
Loan Amount: Not to exceed $4,000,000
Purpose: To finance several infrastructure projects and property acquisitions as
outlined in the RFP dated January 26, 2412.
Maturity: September 30, 2017.
Interest Rate: Option 1: One month LIBOR (currently 25 Basis Points), plus 275
Basis Points, floating. The sum will be converted to a tax
exempt rate using a conversion factor of 65 %, resulting in
an indicative rate of 1.95% as of this date.
Option 2: 2.57%
Facility Fee: None
Draws: All draws must be completed within 18 months of the closing of the line of
credit.
Payments: Semi - Annual principal plus interest payments (due October 1 and April 13
commencing October 1, 2012. Principal payments shall be based on 1/10 '
of the outstanding line of credit balance, with draws underneath the line
reducing future availability (non-revolving).
Pre- Payment Penalty: Option 1: None,
Option 2: 2% of the original commitment if paid off within the first
two years of the loan.
Collateral: Principal and interest on the Line of Credit will be secured by apledge ofthe
CRA's T1F revenues, on parity with all existing debt secured by a similar
TIF revenue pledge.
Deporting Requirements:
Covenants:
Other Conditions:
1) Annual CPA prepared AUDITED financial statements of the Borrower
submitted within 180 days of fiscal year -end.
2) Annual Operating Budget/Projections within 90 days of year end.
1) Liquidity of greater than 40% of the total indebtedness of the CRA tested
September 30th of each year.
1) Subject to final credit approval by the Bank.
2) Subject to review and confirmation by Bond counsel of the Tax Exempt
status of the financing.
3) The Borrowerhas agreed to establish and maintain a depository relationship
with the Bank consisting of no less than $1,600,000 during the term of the
facility. The Bank has agreed to pay market rates on cash deposits and other
investments during this term.
4) Other conditions customary with a transaction of this nature.
Bank Counsel: The Bank will engage outside counsel to represent it in this transaction, the
cost ofwhich shall be home by the Borrower and shall not exceed $12,500.
Acceptance: The Terms and Details offered herein will expire at the end of the business
day on Thursday, February 23, 2012 unless accepted by signing this letter
where indicated and returning to the attention of the undersigned prior to
said expiration date.
Sincerely,
B TED
�r?
v
Patrick D. Rigne
Vice President
Closing to occur by March 30, 2012.
We look forward to serving your banking needs in the years to come.
2
Acceptance
The terms and conditions of this Commitment are hereby acknowledged and accepted.
BORROWER:
Delray Beach Community Redevelopment Agency
By:
Print Name: Date
Title:
Bank
America's Most Convenient Bank®
TD BANK, N.A.
5900 NORTH ANDREWS AVE, 2ND FLOOR
FT. LAUDERDALE, FL 33309
February 10, 2011
Ms. Lori Hayward
Finance and Operations Director
Delray Beach Community Redevelopment Agency
20 North Swinton Avenue
Delray Beach, FL 33444
RE: Tax - Exempt Line of Credit
Dear Lori:
You have provided us with certain information and have discussed with us the current and future needs
for the financing of Delray Beach Community Redevelopment Agency, Florida (the "CRA "). In connection
therewith, we are pleased to submit our proposal to provide credit accommodations that are described on
the attached preliminary term sheet.
It is understood that this letter and the preliminary term sheet merely constitute a statement of suggested
terms for discussion with respect to the transaction contemplated hereby, do not contain all matters upon
which agreement must be reached in order for the transaction contemplated hereby to be consummated
and, therefore, do not constitute a binding proposal or commitment with respect to the transaction. We
shall not be responsible or liable to the CRA or any other person for consequential damages which may
be alleged as a result of this letter, the preliminary term sheet(s) or any transaction contemplated hereby.
This proposal shall expire Monday March 12, 2012.
This letter is delivered to the CRA on the condition that its existence and its contents will not be disclosed
by the CRA without our prior written approval except (i) as may be required to be disclosed in any legal
proceeding or as may otherwise be required by law and (ii) on a confidential and "need to know" basis, to
your directors, officers, employees, advisors and agents.
This document is based upon current market and economic conditions, does not constitute an offer or
commitment to lend, and may be revoked at any time. We appreciate the opportunity to provide this
proposal and look forward to working with you on successfully completing this transaction.
Very truly yours,
TD BANK, N.A.
By: l
Mark J y(and,
VP -- Senior Loan Officer, Florida Middle Market
I erms and Conditions of I erm Sheet Satistactory to and Accepted by:
Name:
Title:
OFFICIAL BID FORM
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ( "the CRA ")
LINE OF CREDIT
General Information
1. Bank Name:
TD Bank, N.A.
Contact Person:
Mark J Nyland
Phone:
954 - 233 -2030
Address:
5900 North Andrews Avenue
Second Floor
Fort Lauderdale, FL 33309
Fax:
954 - 233 -2044
Email:
mark.nyland @td.com
2. Bank's Total Assets:
$202 billion as of 10/31/11.
3. Bank Experience: (please attach)
4. Bank Ratings: See attached business profile.
Interest Rate: Interest rates must be calculated on an actual day, 360 -day year basis (12
months at 30 days each). In order to be considered the bid must include both a fixed rate
and a variable rate.
a.) Non -Bank qualified tax exempt fixed rate for a 5 -year term = 2.05%
b.) Non -Bank qualified tax exempt variable rate for a 5 -year term =
fL75 %a of Monthly LIBOR) + 120 bpsl As of 2/8/12, LIBOR = 0.25 %, so
initial indicative rate = 1.3875 %. Duration = monthly. No swap required.
6. Fees Please detail any and all fees for which the CRA will be responsible for payment. All fees
will be the maximum amount that the CRA should have to pay.
Description of Fee
Unused Fees 20% Usage
Bank Counsel Expenses
Maximum
$ 12.000 = ($4.OMM x 30 bps)
$ 5,000
Total: $ 17,000
The CRA shall furnish, free of charge to the successful bidder, the opinion of Greenberg Traurig,
P.A., Bond Counsel for the CRA, approving the legality of said Line of Credit, together with the
usual closing papers.
This bid is not subject to any conditions not expressly stated hereof in the Request for Proposal.
The person executing this document represents that he /she has the authority to act on behalf of
the bidding institution.
Respec i'vely submit
_WW, _7/X1_/ -)
,f r
Title
Exhibit A
TD Bank, N.A. (the "Bank ")
TERMS AND CONDITIONS DATED FEBRUARY 10, 2012
Credit Facilitv.
(a) Borrower: Delray Beach Community Redevelopment
Agency, Florida (the "CRA ")
(b) Credit Amount: Up to $4,000,000.
(c) Type of Credit: Non - Revolving Line of Credit (the "LOC ").
(d) Purpose of Loan: Financing several infrastructure projects and
property acquisitions, per the attached project
list.
(e) Maturity: September 30, 2017
(f) Repayment: Interest payments on the outstanding principal
balance of the LOG will be calculated on a
Actual /360 day -count basis and will be paid
semiannually on October 1 and April 1,
commencing on October 1, 2012. Outstanding
principal balance will be due at Maturity.
(g) Conversion to Term Mode: CRA shall have the ability to convert certain
outstandings under the LOG to term loans by
requesting term loan(s) from the Bank, each
such term loan shall be subject to separate
approval.
(h) Interest Rates: Applicable interest rate is indicative and subject
to change: Floating NBQ rate of [(75% of
Monthly LIBOR) + 120 bps].
0) Initial Funding: The initial funding of $1,500,000 may utilize a
NBQ fixed rate of 2.05 %. Fixed rate is indicative
as of February 10, 2012 and subject to change.
The actual fixed rate shall be set 3 business
days prior to funding.
If the fixed rate outlined above is chosen by the
CRA for the Initial Funding, at the time of any
full or partial prepayment, a fee equal to the
greater of (1) 1.00% of the principal balance
being prepaid multiplied by the "Remaining
Term," as hereinafter defined, in years or (ii) a
"Yield Maintenance Fee" in an amount
computed as follows:
The current cost of funds, specifically the bond
equivalent yield for United States Treasury
securities (bills on a discounted basis shall be
converted to a bond equivalent yield) with a
maturity date closest to the "Remaining Term ",
shall be subtracted from the Note rate, or
default rate if applicable. If the result is zero or a
negative number, there shall be no Yield
Maintenance Fee due and payable. If the result
is a positive number, then the resulting
percentage shall be multiplied by the scheduled
outstanding principal balance for each
remaining monthly period of the "Remaining
Term." Each resulting amount shall be divided
by 360 and multiplied by the number of days in
the monthly period. Said amounts shall be
reduced to present values calculated by using
the above reference current costs of funds
divided by 12. The resulting sum of present
values shall be the yield maintenance fee due to
the Bank upon prepayment of the principal of
the loan plus any accrued interest due as of the
prepayment date.
(j) Default Rate of Interest: The "default rate of interest" shall be four (4)
percentage points in excess of the rate of
interest charged prior to the occurrence of the
event of default.
(k) Late Charges: If any payment due the Bank is more than
fifteen (15) days overdue, a late charge of six
percent (6 %) of the overdue payment shall be
assessed.
(1) Prepayment Premium: None for floating rate.
2. Fees and Expenses.
(a) No Upfront Fee.
(b) The CRA shall pay an unused fee on the average daily unused portion of the LOC semi-
annually in arrears as follows:
LOC Usage Unused Fee
_< 20% 30 bps per annum
> 20% 10 bps per annum
(c) The CRA is responsible for Bank Counsel expenses, not to exceed $5,000. Legal
documents shall be prepared by the CRA's Bond Counsel.
3. Security.
Amounts due under the LOC shall be secured by a pledge of the CRA's tax increment
revenues (TIF) on parity with certain outstanding TIF debt of the CRA.
4. Legal Opinions.
Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel
acceptable to the Bank covering matters customary for a transaction of this type and
nature and which shall, without limitation, opine that: (1) the CRA is duly formed; (2) all
loan documents have been validly authorized and executed by and on behalf of the the
CRA, if any; and (3) all loan documents are valid, binding, enforceable in accordance with
their terms and do not violate any legal requirements, including without limitation,
organizational documents, laws and material agreements. Prior to each advance /draw,
there shall be delivered to the Bank an opinion of Bond Counsel acceptable to the Bank
covering Tax- Exempt status of said advances /draws.
5. Financial Reporting. The CRA shall furnish the following financial reports:
Type of Reports Frequency Due Date
Financial Statements — Audited Annually 210 days after end of fiscal year.
Approved Budget Annually 30 days after completion and approval
In addition, the CRA shall furnish to the Bank such other reports as shall be required in
the loan documents.
6. Financial Covenants.
Minimum Debt Service Coverage Ratio of 1.25X on the CRA's tax increment revenues
(TIF). Additional Bond Test of 1.25X.
7. Other Conditions:
Other reasonable and customary conditions include, but are not limited to:
a) The CRA and TD Bank, N.A. mutually agree that the CRA will maintain a deposit
relationship with the Bank.
b) TD Bank, N.A. shall review separately each capital project financing and its
respective source of repayment.
3
ABOUT US
TD Bank', America's Most Convenient Bank®, is one of the 10 largest banks in the U.S.2, with more
than 26,000 Employees and deep roots in the community dating back more than 150 years. TD
Bank offers a broad array of retail, small business and commercial banking products and services
to more than 7.8 million Customers through our extensive network of more than 1,280 retail
Stores throughout the Northeast, Mid - Atlantic, Metro D.C., the Carolinas and Florida.
TD Bank operates retail Stores in 15 states and the District of Columbia. In addition to banking
products, TD Bank and our subsidiaries provide clients with customized wealth management services
through TD Wealths"13 and insurance products and services through TD Insurance, Inc., one of the
largest insurance agencies in the Northeast .4 To learn more, visit www.tdbank.com.
TD Bank, America's Most Convenient Bank, is a member of TD Bank Group and a subsidiary of The
Toronto - Dominion Bank of Toronto, Canada, a top 10 financial services company in North Americas.
The Toronto - Dominion Bank is one of the few banks in the world rated Aaa by Moody's and trades
on the New York and Toronto stock exchanges under the ticker symbol "TD ". To learn more, visit
www.td.com.
OUR BUSINESS MODEL
TD Bank, America's Most Convenient Bank, is committed to delivering a unique banking experience
that's smart and easy. Not only do we have the longest hours in our markets, we're dedicated to
exceeding expectations to surprise and delight our Customers by turning every encounter into a WOW]
experience with:
• Legendary Service • Free Customer Coin Counting
• Hassle -Free Banking • Free Online and Mobile Banking
P Live Customer Service 241-7 = Free Pens, Lollipops and Dog Biscuits
KEY STATISTICS
TD Bafril (As of 10/31/2011)
Total Assets $
$202 billion
Total Deposits $
............. ..... .......................... . ...............................
Total Loans $
$77 billion
Commercial $
. .
. .
. . . . . . . . . . . . . . . . . . . . . . . .. :
Retail Stores 1
. ........... .... .................................... .............
. . .
. . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .
. ........................................
i Customers 7.8 million -1
........................................... ................................................................ . .................. :............
.................................................. ...................
i Employees' 26,000+
........... - .... ............. ................................... ... ................................... ............. i.......... ..... - ............................. ...... ...............................
2011 Charitable Contributionsis $14.5 million
s. . . . . . . .
............................................... - ............................. . ................................. . . . . . . : ...................................... . _ . . . . . . . . . . . . . . ..... . ......................
CREDIT RATINGS'
For further details on financial information and credit ratings for The Toronto- Dominion Bank and TD Bank, N.A., please visit the
Investor Relations website: http: /1www.td.comlinvestor1
U.S. Personal and
Commercial Lines
of Business:
i2f Retail Banking
Iff Commercial Banking
d Wealth Management
ff Insurance
Operates retail Stores
in 15 states and the
District of Columbia:
Connecticut New Jersey
Delaware New York
D.C. North Carolina
Florida Pennsylvania
Maine Rhode Island
Maryland South Carolina
Massachusetts Vermont
New Hampshire Virginia
Environmental
Stewardship:
< GREEN
1
i &EPA
POW R
1.. PARTNERSHIP
• Opened the nation's first
net -zero energy bank
location that produces
more electricity on site
than it consumes
• Largest U.S. -based bank
to be carbon neutral
• Purchases renewable
energy credits for
100% of the electricity
consumed by our Stores,
ATMs and operations
Bank with the Best:
MONEY is a registered trademark of rime Inc and is used under license. from MONEY Magazine, September 20110 2011 Time Inc MONEY and Time Inc are not affiliated with, and do not endorse products or services oM Bank NA
' ID Bankrefers to the V.S, Personal and Commercial Banliing business segment ofTD Bank Group.
2 Medan total deposits as of September 30, 201 t. Source: SNL Financial, Largest Bank and Thrifts in the U.S. by total deposits.
' FormerlyknamaslOWeafthManagement.
Securdles and other investment and Insurance products are; not a deposit; not FDIC Inured; not insured by arryftderal government agency; not guaranteed byTD Bank NAor any of its alhliates; and maybe subject to investment risk, indudmg possible toss ofvalue.
Based on assets as of October 31, 2011.
' For the purpose of this document, Total Assets are shown it U.S. dollarsbased on an exchange rate of .9967 as of Ocober 31.2011. Total Deposits and Total Loans reported are averages for the fourth guaner ended October 31.2011.Total Loans include
personal and business bans, but do not include debt securities classified as loans Total Deposits include personal and business deposits as well as the insured deposit account (IDA) agreement with 1DAmerftrade
'
Includes full-lime and part -time Employees.
' Contributions provided through ID Charitable foundation, the charitable giving arm of TD Bank NA, as reported from January 1, 2011 through November 18, 2011.
' Ratings on long term debt (deposits) as of October 31, 2011. The-foronlo- Dominion Bank and its subsidiaries are collectively, known as TD Bank Group 6798 -CAPA (12111)
IMBank
America's Most Convenient Bank°
FLORIDA GOVERNMENT REFERENCES
TD BANK, N.A.
■ CITY OF CUTLER BAY Robert Daddario
Financial Services Department Finance Director
10720 Carribbean Blvd, #105 305- 235 -4262
Cutler Bay, FL 33189
TD Debt Financing: $12 Million
CITY OF LEESBURG Peggy Johnson
501 W Meadow Street Finance Director
Leesburg, FL 34749 352 - 728 -9725
TD Debt Financing: $15 Million
■ MIAMI -DADS COUNTY Margaret Enciso
140 West Flagler Street, Room 1502 Deputy Comptroller
Miami, FL 33130 305 -375 -4546
TD Debt Financing: $45 Million
■ CITY OF HIALEAH Alex Vega, MBA, CPA, MST
501 Palm Avenue. Treasurer
Hialeah, F133010 305- 883 -5931
TD Debt Financing: $14 Million
■ TOWN OF SOUTHWEST RANCHES Jean Watson
13400 Griffin Road, Finance Director
Southwest Ranches, Florida 33330 954- 343 -7442
TD Debt Financing: $2.5 Million
■ FLORIDA KEYS ACQUEDUCT Kerry Shelby
1100 Kennedy Drive Deputy Executive Director
Key West, FL 33041 305 -295 -2230
TD Debt Financing: $53 Million
OFFICIAL BID FORM
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ( "the CRA ")
LINE OF CREDIT
General Information
Bank Name:
BankUnited
Contact person:
Patrick D. Rigney
Phone:
561- 653 -2162
Address:
222 Lakeview Drive Suite 900
West Palm Beach, FL 33401
Fax:
866 -516 -6906
Email:
Prigney @bankunited.com
2. Bank's Total Assets: $11.3 Billion
Bank Experience: BankUnited was established on May 21, 2009, when a group of
investors led by John A. Kanas acquired the assets and most of
the liabilities of the former BankUnited, FSB from the Federal
Deposit Insurance Corporation. The group recapitalized
BankUnited with a $900 million investment, making it one of the
most well capitalized financial institutions in the country.
On January 28, 2011, BankUnited Inc. began trading on the New
York Stock Exchange under the symbol BKU. The initial public
offering was the largest for a U.S. bank in history.
BankUnited has more than $11 billion in assets and more than 90
branch locations and focuses on the financial needs of growing
companies and their executives, consumers and commercial and
middle - market businesses in Florida's thriving coastal regions.
The bank offers a broad range of online services, treasury
management tools for businesses and traditional depository and
lending products.
4. Bank Rating: 5 Star Bauer Rating
Interest Rate: Interest rates must be calculated on an actual day, 360 -day
year basis (12 months at 30 days each). In order to be considered
the bid must include both a fixed rate and a variable rate.
a.) Non -Bank qualified tax exempt fixed rate for a 5 -year term =
2.57 %.
b.) Non -Bank qualified tax exempt variable rate for a 5 -year
term = 65% of the sum of One Month L113OR (currently 25
Basis Points), plus 275 Basis Points. The Dank will not roquiro
the CRA to enter into an interest rate SWAP.
6. Fees Please detail any and all fees for which the CRA will be responsible for payment.
All fees will be the maximum amount that the CRA should have to pay.
Description of Fee Maximum
Closing Costs
$12,500
Total: $12,500
The CRA shall furnish, free of charge to the successful bidder, the opinion of Greenberg Traurig,
P.A., Bond Counsel for the CRA, approving the legality of said Line of Credit, together with the
usual closing papers.
This bid is not subject to any conditions not expressly stated hereof in the Request for Proposal.
The person executing this document represents that he /she has the authority to act on behalf of the
bidding institution.
Other terms and conditions are outlined in the attached commitment letter.
Respectiv y submitted,
Patrick D. Rignyf
Title: Vice President
14
SUNTRUST
February 10, 2012
Delray Beach Community Redevelopment Agency
Ms. Lori Hayward
Finance and Operations Director
20 N. Swinton Ave.
Delray Beach, FL 33444
Re: Request for Proposal for $4,000,000 Tax Exempt Line of Credit (N13Q)
Dear Ms. Hayward,
On behalf of SunTrust Bank (the "Bank "), I am pleased to present this commitment to the Delray Beach Community
Redevelopment Agency(the "Borrower ") in the amount of up to four million and 00/100 dollars ($4,000,000.00). It is
our understanding that the proceeds from the Bonds Series 2012 will be used for projects of the District as listed in
the RFP.
This commitment is subject to: (i) the preparation, execution and delivery of mutually acceptable loan
documentation, including a bond /note incorporating substantially the terms and conditions set forth in the Term
Sheet attached hereto; (ii) the absence of a material adverse change In the business, condition (financial or
otherwise), results of operations, properties or prospects of the Borrower and its subsidiaries (if any) as reflected in
its financial statements as of 9/30111; (iii) the accuracy of all representations which you have made or will make to
the Bank and all information that you furnish to us and your compliance with the terms of this Commitment Letter;
(iv) a closing of the loan on or prior to April 7, 2012; and (v) any additional conditions or contingencies set forth
herein.
Although the following provisions, terms and conditions are intended to be comprehensive, they are not necessarily
inclusive of all the anticipated terms that will be applicable to the credit and do not purport to summarize all of the
conditions, covenants, definitions, representations, warranties, events of default or other provisions that may be
contained in documents required to consummate this financing. All of such terms will be set forth in the final,
definitive loan documents, and all such terms must be acceptable to the Bank and its counsel. This financing
proposal is contingent upon the accuracy of all facts, statements and financial information submitted to the Bank by
the Borrower and is conditioned upon the terms outlined in the attached Term Sheet.
Upon acceptance of this commitment, the Borrower agrees to pay, or reimburse the Bank on demand for, all
reasonable costs and expenses incurred by the Bank (whether before or after the date hereof) in connection with this
Commitment Letter and the transactions contemplated hereunder (regardless of whether any of the transactions
contemplated hereby are consummated), including without limitation the reasonable costs and expenses of the
Bank's counsel (including in -house counsel), and all reasonable costs and expenses of the Bank, including, without
limitation, reasonable costs and expenses of the Bank's counsel (including in -house counsel), incurred in
connection with the enforcement of its rights and remedies hereunder. Your obligation in respect of such costs and
expenses shall survive the expiration or termination of this Commitment Letter.
This Commitment Letter shall constitute a binding obligation of the Bank for all purposes immediately upon the
acceptance hereof by the Borrower in the manner provided herein. Notwithstanding any other provision of this
Commitment Letter, the Bank's commitments and undertakings as sotforth horoin shall not bo or bocome effoctivo
for any purpose unless and until this Commitment Letter shall have been accepted by the Borrower in the manner
specified below.
If you are in agreement with the foregoing, please sign and return the enclosed copy of this Commitment Letter to the
Bank at its office located at 501 S. Flagler Drive Suite 200 West Palm Beach, FL 33401 Attention: Leslie Downs.
Unless the Bank receives such copy of this Commitment Letter duly executed by an authorized officer of the
Borrower prior to 5:00 p.m. (EST), on February 23, 2012 the Bank's obligations hereunder shall terminate at such
time. In no event shall the Bank have any obligation to make the financing described herein available unless the
closing for such financing shall have occurred on or prior to April 7, 2012. In addition to the foregoing, this
Commitment Letter may be terminated at any time by mutual agreement.
This Commitment Letter is solely for the benefit of the Borrower and the Bank, and no provision hereof shall be
deemed to confer rights on any other person or entity. This Commitment Letter may not be assigned by the Borrower
to any other person or entity, but the obligations of the Borrower hereunder shall be binding upon any successors of
the Borrower.
THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS AND
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND THE BANK HEREBY
WAIVES JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
COMMITMENT LETTER OR ANY OTHER DOCUMENTS CONTEMPLATED HEREBY.
This Commitment Letter may be executed in any number of separate counterparts, each of which shall collectively
and separately, constitute one agreement. Upon acceptance byyou as provided herein, this Commitment Letter shall
supersede all understandings and agreements between the parties hereto in respect of the transactions
contemplated hereby.
Sincerely,
'�o oaf
Leslie L. Downs
SunTrust Bank
Institutional & Governmental Banking Group
Vice President
BORROWER ACCEPTS THE COMMITMENT:
Date
Interest Rate Options: Option 1: Fixed Rate: A Non -Bank Qualified fixed interest rate of 2.02%
which is today's rate, and subject to change. The entire loan amount must be
drawn down at closing to fix the rate.
Rate Lock Option: For the above mentioned option, a rate lock is available
until April 7, 2012 at an additional cost of 6 bps. The bank must be
notified by February 14, 2012 if the borrower intends to hold the rate.
Option 2: Variable Rate:
A Non -Bank Qualified variable rate based upon 75.2% of (One month
Libor plus 187). Today's rate would be 1.60% and is subject to change.
Option 2: Variable Rate:
A Non -Bank Qualified variable rate based upon 75.2% of (Six month Libor
plus 186). Today's rate would be 1.98% and is subject to change.
The line of credit options (2 and 3) would have an annual unused fee of
20 basis points.
All interest rate options are based upon a 30/360 day count.
Maturity Date: September 30, 2017
Prepayment
Alternatives: The following Prepayment Alternatives are applicable.
Option #1— Alternative 1: Standard Make Whole: the District may prepay the
Loan at anytime upon two Business Days' prior written notice to SunTrust. Such
prepayment notice shall specify the amount of the prepayment which is to be
applied. In the event of prepayment of the Bond, the Borrower may be required to
pay SunTrust an additional fee (a prepayment charge) determined in the manner
provided below, to compensate SunTrust for all losses, costs and expenses incurred
in connection with such prepayment (standard one -way make whole language).
The fee shall be equal to the present value of the difference between (1) the amount
that would have been realized by SunTrust on the prepaid amount for the remaining
term of the loan at the Federal Reserve H.15 Statistical Release rate for fixed -rate
payers in interest rate swaps for a term corresponding to the term of the Bond,
interpolated to the nearest month, if necessary, that was in effect three Business
Days prior to the origination date of the Bond and (2) the amount that would be
realized by SunTrust by reinvesting such prepaid funds for the remaining term of
the loan at the Federal Reserve H.15 Statistical Release rate for fixed -rate payers in
interest rate swaps, interpolated to the nearest month, that was in effect three
Business Days prior to the loan repayment date; both discounted at the same
interest rate utilized in determining the applicable amount in (2). Should the
present value have no value or a negative value, the Borrower may repay with no
additional fee. Should the Federal Reserve no longer release rates for fixed -rate
payers in interest rate swaps, SunTrust may substitute the Federal Reserve H.15
Statistical Release with another similar index. SunTrust shall provide the Borrower
with a written statement explaining the calculation of the premium due, which
statement shall, in absence of manifest error, be conclusive and binding. This
alternative does not increase the interest rate.
Option 1- Alternative 92: No Prepayment Penalty: The Bank will allow full
prepayment at any time without any penalty for the above mentioned interest rate
options described above using the schedule below:
Option 1) Add an additional twenty (20) basis points to the interest rate.
Options 2 and 3
The District may prepay the Loan at anytime upon two Business Days' prior
written notice to SunTrust. Such prepayment notice shall specify the amount of the
prepayment which is to be applied.
After -Tax Yield Maintenance
The interest rates quoted herein take into consideration a marginal federal corporate
tax rate of 35 %. In the event of a decrease in the marginal maximum corporate tax
rate, the Bank shall have the right to adjust the interest rate upwards in order to
maintain the same after tax yield.
Capital Adequacy
Upon such an occurrence of a Determination of Taxability, the Company hereby
agrees to pay to the Bank certain additional amounts, as follows: an additional
amount equal to the difference between (i) the amount of interest paid on the Bonds
during the Taxable Period and (ii) the amount of interest that would have been paid
on the Bonds during the Taxable Period had the Bonds borne interest at the
Taxable Rate plus an amount equal to any interest, penalties on overdue interest
and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code)
owed by the Bank as a result of the occurrence of a Determination of Taxability.
The Bank shall have the right to adjust the interest rate upwards in order to
maintain the same after tax yield if the adoption or taking effect of, or the
change (including by interpretation or application) of, any laws, regulations,
rules, guidelines, directives or treaties adversely affects SunTrust's after tax
yield.
Legal Fees: Our proposed bank counsel is Ed Vogel of Holland and Knight in Lakeland,
Florida. Fees for our counsel will be $3,500.00 if our counsel reviews
documentation prepared by the counsel to the District.
Covenants and Conditions
A) All matters relating to this loan, including all instruments and documents required, are subject to
the Bank's policies and procedures in effect, applicable governmental regulations and/or statutes,
and approval by the Bank and the Bank's Counsel.
B) The Borrower and the City of Delray Beach shall submit annual financial statements within 270
days of fiscal year end, together with an annual budget within 30 days of adoption, together with
any other information the Bank may reasonably request.
C) Borrower shall be required to deliver a written opinion from Borrower's Counsel, in form and
substance acceptable to the Bank and Bank's Counsel, that all documents are valid, binding and
enforceable in accordance with their terms, that execution and delivery of said documents has been
duly authorized, and addressing such other matters as the Bank and the Bank's Counsel deem
appropriate.
D) The Borrower shall comply with and agree to such other covenants, terms, and conditions that may
be reasonably required by the Bank and its counsel and are customary in non - governmental
financings of this nature. These covenants would include, but are not to be limited to, covenants
regarding compliance with laws and regulation, remedies in the event of default and the right of
Bank to transfer and assign the Bond.
E) The Borrower shall agree to have the interest payments collected via ACH Direct Debit.
F) The Borrower must maintain a minimum Debt Service Coverage Ratio, monitored and tested
annually, of 1.0 x. The formula to calculate the Debt Service Coverage Ratio to be as follows:
From the audited financial statements, the sum of Excess (deficiency) of revenues over expenses,
plus debt service (principal and interest) expense, plus depreciation, plus capital outlay expense
with the sum to be divided by actual debt service. The City of Delray Beach must covenant to
maintain and collect non ad valorem revenues sufficient to cover essential government services
plus 110% of the maximum annual debt service coming due each year on all outstanding debts.
Testing will occur annually upon receipt of the Borrower's audited financial statements.
G) Additional Bonds Test: The Borrower may not issue additional debt unless the Excess (deficiency)
of revenues over expenses, plus debt service (principal and interest) expense, plus depreciation,
plus capital outlay expense during any 12 consecutive months of the lastl8 months are at least 1. 1 x
the maximum annual debt service on existing and proposed debt.
H) Subject loan is to be on parity with all other Senior TIF Debt.
5.
1
OFFICIAL BID FORM
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ( "the CRA ")
LINE OF CREDIT
General Information
Bank Name: S U n 1 %/u,3 t Bc`) X
Contact Person: 4. /DOW(7s
Phone: 3-16f. 2 /5: OS3 a or 37,7/ - 9-3$ 1 —C. 33 Vo /
Address: &D/ S . P1eLq /A,r,.. Dt -fue- i iedy- 00-tj '►
Fax: ,S(o (, g,3S . 2ki3
Email:
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Bank's Total Assets: / `I ! /- On / /
Bank Experience: (please attach) f G(�r���y he've _<_&V&-a r �`�`� O/S tz�
Bank Rating: SR 0,,ehJ
Interest Rate: Interest rates must be calculated on an actual day, 360 -day year basis (12 months at 30 /
30 days each)_ In order to be considered the bid must include both a fixed rate and a variable rate. 3 �ppCC
a.) Non -Bank qualified tax exempt fixed rate for a 5 -year term
b_) Non -Bank qualified tax exempt variable rate for a 5 -year term
Please indicate the initial variable interest rate, the duration of the initial variable rate, and
the index it is based upon. The rate must be based on specific ascertainable criteria. Please
indicate if the Bank will require CRA to enter into an interest rate swap for a vefiable rate. y Nom"
Fees Please detail any and all fees for which the CRA will be responsible for payment. All fees wi NC
be the maximum amount that the CRA should have to pay. V
Description of Fee
B 0,1 fif CO(A -W 7L'
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Maximum
$ S 3-0c___
$
Total: $ -o
The CRA shall furnish, free of charge to the successful bidder, the opinion of Greenberg Traurig,
P.A., Bond Counsel for the CRA, approving the legality of said Line of Credit, together with the usual
closing papers.
This bid is not subject to any conditions not expressly stated hereof in the Request for Proposal.
The person executing this document represents that he /she has the authority to act on behalf of
the bidding Institution. Respectively submitted,
Title
TERM SHEET
Borrower: Delray Beach Community Redevelopment Agency
Bank: SunTrust Bank
Contact: Leslie L. Downs
Vice President
SunTrust Bank
501 S. Flagler Drive
Suite 200
West Palm Beach, FL 33401
Phone: 561.835.2677
Facility Type: Non Bank Qualified Loan in the form of a tax - exempt bond (the
"Bond ") issued by a qualifying governmental conduit issuer (the
"Issuer ").
Purpose The proceeds from the Bond(s), Series 2012 will be used for projects ofthe
CRA as attached in the RFP.
Amount: Up to $4,000,000
Terms: Option 1(Tenn Loan): Principal and interest shall be payable semi - annually
on October 1 and April 1 of each year commencing October 1, 2012 based
upon a mortgage style amortization.
Option 2 (Reducing Revolver): Interest only shall be payable monthly on
the first of the month beginning May 1, 2012. The line will be decreased on
a semi - annual basis by $400,000 each period beginning April 1, 2013.
Option 3 (Reducing Revolver): Interest only shall be payable semi- annually
on October 1 and April 1 commencing October 1, 2012. The amount of the
line will be decreased on a semi - annual basis by $400,000 each period
beginning April 1, 2013.
Security: The Series 2012 Bond(s) will be secured by a pledge of the CRA's tax
increment revenues on parity with certain other outstanding debt of the
CRA. The City of Delray Beach will also covenant to budget and
appropriate from lawfully available non ad valorem revenues amounts
sufficient to pay the principal and interest on the loan as it comes due to the
extent not paid by the tax increment revenues.