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O N (7 r d p� (D co p 5 rt rn m° O n O w h O td P' O Q• O to O p' '°-h �P p P h ro R M n m o' o p O n m dFri r�i w ° w FFnii rnr aq 0'4 0CD P. nH m m Q o� �* a4co td Ci 4 N h7 p a > pP po P p °° O o N I dq P � �• � � P- � � 'L1 .p � P' m m oO G' "P• d o �• p P. rt a' cs' H 10 �' ° �e � '�" � P 'U ''h rni [p] N rC-.• � �. � pF�S z n � rt FS F�p'j 0 w o� h p o W ° a a a o n n a 0 W n o txlJ o a h w 14 Q RE I I r iJ RESOLUTION NO. 2015-19 A RESOLUTION AMENDING AND RESTATING RESOLUTION NO, 2015-18 ENTITLED "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY (THE "AGENCY") REQUESTING THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA ("CITY COMMISSION") TO AUTHORIZE THE ISSUANCE OF TAX INCREMENT REDEVELOPMENT REVENUE IMPROVEMENT BONDS, IN ONE OR MORE SERIES, BY THE AGENCY (THE "BONDS") PURSUANT TO SECTION 163.385, FLORIDA STATUTES, IN A PRINCIPAL AMOUNT OF NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000) TO BE OUTSTANDING FROM TIME TO TIME PURSUANT TO A REVOLVING LINE OF CREDIT AGREEMENT WITH CITY NATIONAL BANK OF FLORIDA (THE "BANK"); REQUESTING THE CITY COMMISSION TO APPROVE THE EXTENSION OF THE MATURITY OF THE AGENCY'S OUTSTANDING TAX INCREMENT REDEVELOPMENT REVENUE IMPROVEMENT BONDS, SERIES 2012 (THE "2012 BONDS") FOR AN ADDITIONAL FIVE (5)YEARS AND REQUESTING THE CITY COMMISSION APPROVE THE ISSUANCE OF ADDITIONAL 2012 BONDS IN THE PRINCIPAL AMOUNT OF NOT EXCEEDING ONE MILLION THREE HUNDRED THOUSAND DOLLARS ($1,300,000) TO BE ISSUED PURSUANT TO AN EXISTING REVOLVING LINE OF CREDIT AGREEMENT WITH THE BANK; 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"; PROVIDING FOR A REPEALER AND PROVIDING FOR AN 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, the Agency adopted Resolution No. 2015-18 on November 19, 2015 and it is hereby determined to be necessary to amend and restate such resolution in full; and WHEREAS, in order to provide for the funding of certain projects as provided for in the Plan as the same may exist from tirne 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 Two Million Dollars ($2,000,000) (herein, the "2015 Bonds") pledging its tax increment revenues for the repayment of the 2015 Bonds; and WHEREAS, the 2015 Bonds will be sold to City National Bank of Florida (herein, the "Bank"), an existing Agency Creditor, which has proposed favorable terms to the Agency pursuant to the conditions set forth in such Bank's commitment (the "Commitment"); and WHEREAS, the 2015 Bonds will mature on October 1, 2023, unless earlier redeemed; and WHEREAS, the proceeds derived from the issuance of the 2015 Bonds will be used to finance certain redevelopment projects and pay the costs of issuing the 2015 Bonds; and WHEREAS, on March 30, 2012, the Agency entered into that certain Revolving Line of Credit Agreement (herein, the "2012 Revolving Agreement") with the Bank whereby the Agency was authorized to draw up to Four Million Dollars ($4,000,000) to fund certain public improvements; and WHEREAS, the Agency's obligations to pay back draws tinder the 2012 Revolving Agreement is evidenced by the Agency's Tax Increment Redevelopment Revenue Improvement Bonds, Series 2012 (the "2012 Bonds") issued pursuant to Resolution No. 2012-04 adopted by the Board of Commissioners of the Delray Beach Community Redevelopment Agency (the "Board") on March 8, 2012 (the "2012 Resolution"); and WHEREAS, the 2012 Bonds currently mature October 1, 2017 and the final draw date is the third anniversary from March 30, 2012; and WHEREAS, the Agency intends to draw approximately $1,300,000 under the 2012 Revolving Agreement, to extend the interest only period for repayment of the 2012 Bonds an additional three (3) years and consequently extend the maturity of the 2012 Bonds until October 1, 2023; and WHEREAS, the proceeds derived from the additional 2012 Bond proceeds will be used to finance certain redevelopment projects and pay the costs of issuing the 2012 Bonds; and WHEREAS, pursuant to Section I63,385, Florida Statutes, the City, as the governing body, may authorize by resolution or ordinance the Agency in its corporate capacity, and at 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 "2015 Bonds"), by the Delray Beach Community Redevelopment Agency (the "Agency") in the aggregate principal amount of not to exceed Two Million Dollars ($2,000,000) in 2015 Bonds to be outstanding from time to time pursuant to the terms and provisions of the Revolving Line of Credit Agreement. The 2015 Bonds shall mature on October 1, 2023 unless earlier redeemed. 1n addition, the City Commission is hereby requested by the Agency to authorize the issuance of additional 2012 Bonds in the principal amount of One Million Three Hundred Thousand Dollars ($1,300,000). The 2015 Bond and 2012 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 Battle. All of the 2012 Bonds, issued and outstanding and to be issued, will have an extended interest period, which shall end two (2) years prior to October 1, 2020 and all of the 2012 Bonds issued pursuant to the 2012 Resolution and authorized to be issued by the City will mature on October 1, 2023. Section Three.Principal and interest on the 2015 Bonds and the 2012 Bonds (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 Five. This Resolution amends and restates Resolution No .2015-18 in full. Any other resolution in contradiction of this Resolution in any respects is hereby repealed. Section Six. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 24`x' day of November, 2015. [SEAL] DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY By: N atm e: Title: ATTEST: By:— Name: Title: WPB/383613749v7/999903.42GS94 ATTACHMENT C (1 of 4) 6 City N"ational Bank November 17, 2015 Mr, Jeff Costello Executive Director Delray Beach CRA 20 North Swinton Avenue Delray Beach, FL 33444 Dear Mr. Costello, City National Bank of Florida ("Bank") is pleased to provide you with the following Term Sheet which outlines the basic terms and conditions currently being contemplated for the proposed extension of credit to the below -referenced Borrower. The following is not a commitment to lend, but rather an expression of interest on behalf of the Bank. A final approval will be conditional on the Bank completing Its full underwriting and usual and customary due diligence processes. The terms and conditions outlined here are subject to change in whole or in part, and any formal conveyance of a final approval would be detailed in a formal commitment letter. We look forward to the opportunity to review this with you and to continue building a longterm relationship between our firms. Credit Approved Terms and Conditions BORROWER: Delray Beach Community Redevelopment Agency (the "Agency") AMOUNT, FACILITY TYPE & PURPOSE: This credit facility represents a modification of the existing non -revolving line of credit to allow the "Agency" to draw on the balance of the remainder of the original $4,000,000 line of credit and to advance an additional $2,000,000, bank -qualified, tax-exempt, non -revolving line of credit (the "Loan") to finance several approved, Community Redevelopment Agency infrastructure projects and property acquisitions, inclusive of closing/issuing costs. The draw Corporate Banking Division ATTACHMENT C (2 of 4) 4 City National Bank period for the modified, line of credit shall have a 36 -month duration, at which time, the outstanding balance on the line will have an additional repayment period of 60 months, to mature at the anniversary date in 2023. INTEREST RATE: The indicative interest rate shall be fixed at 2.78% for 8 Years from the date of closing. During the 36 month draw period, interest only payments will be due based on the outstanding principal balance on the line of credit. (Rate is held for 45 days from the date of this letter) - TERM: Approximately ninety-six (96) months from the time of closing. REPAYMENT: Interest only during the term of the draw period. Following the draw period, principal and interest to be paid seml-annually as follows: April 1st and October 1St of every year during the term of the loan, and shall be calculated on a 30/360 Day Count Basis, LOAN FEES: Waived out of courtesy. PREPAYMENT PENALTY: There shall be no prepayment penalty if the loan is paid in whole or in part, prior to maturity. COLLATERAL: The payment of the principal of and interest on the Loan shall be secured by a pledge of and lien upon the Agency's Tax Increment Revenues as provided In the Bond Resolution. All credit facilities shall be cross -collateralized and subject to a standard cross -default provision. CONDITIONS PRECEDENT: The Loan closing date shall be on or about December 31, 2015, The Law Offices of Steve Stanford, the Agency's Bond counsel, will prepare all financing documents and render the approving opinion. Bank counsel's role will be that of review only. There shall not have occurred, any material Corporate Banking Division ATTACHMENT C (3 of 4) �doj City National Bank adverse change of the Borrower's financial condition, prior to the closing of the Loan as determined by the Bank, in Bank's sole discretion. The Borrower's Bond counsel to issue an opinion that the extension of new funds and the extended draw period will not affect the tax exempt status of the 2012 Bonds, OTHER TERMS & REQUIREMENTS: 1) Borrower shall maintain a depository relationship with City National Bank with average balances of not less than $5,000,000 during the term of financing. 2) Loan to be set up on automatic debit from a City National Account. REPORTING REQUIREMENTS: a) Annual audited financial statements within 180 days from fiscal -year end. b) Annual Agency Approved Budget, submitted within 30 days from date of approval. EXPENSES: The Borrower agrees to pay all normal disbursement costs and fees of the Bank and the Borrower involved in this transaction (which are reasonable and customary and have actually been incurred), including but not necessarily limited to; recording costs, attorney fees for closing this Loan, and any and all other additional expenses or additional requirements reasonably imposed by the Bank or the Bank's counsel. By signing below, you hereby acknowledge reading and understanding all of the information disclosed above and receiving a copy of this notice on the date indicated - below. City National Bank is pleased to provide this term sheet proposal for your review. if the foregoing meets with your approval, please sign where indicated below and provide a signed copy of this term sheet. This term sheet and the provisions herein shall expire 45 business days from the date of this letter. Corporate Banking Division ATTACHMENT C (4 of 4) 01" City an Bank Thee n closed terms and conditions are subject to sank Counsel's continued review and approval up until closing. Sincerely, Sandra M. Birdsong Senior Vice -President City National Bank ACCEPTED on this day of 2015; Delray Beach Community Redevelopment Agency Title: tf This term sheet Is confidential and proprietary In nature between the Bank and the Borrower. This term sheet, and the contents thereof, shall not be shared, distributed or disseminated in any form to any third party (including to any other potential lenders) without the express written consent of the Bank. Corporate Barkfiig Division ATTACHMENT B Oo6f 2) Agenda Item # November 19, 2015 20 N. Swinton Avenue Delray Beach, FL 33444 CRA BOARD SUMMARY M AUTHORIZATION FOR THE CRA TO NEGOTIATE A $2,000,000 TAX EXEMPT LINE OF CREDIT WITH CITY NATIONAL BANK AND ADOPTION OF RESOLUTION NO. 2015-18 REQUESTING THE DELRAY BEACH CITY COMMISSION TO AUTHORIZE THE ISSUANCE OF TAX INCREMENT REDEVELOPMENT REVENUE BONDS At its meeting of March 6, 2012, the City Commission approved Resolution No. 2013-12 authorizing the Community Redevelopment Agency (CRA) to issue Tax Increment Redevelopment Bonds not to exceed $4,000,000.00 to fund certain projects. On March 8, 2012, the CRA Board approved Resolution No. 2012-04 and related documents authorizing the issuance of the Series 2012 Bonds of the Delray Beach CRA in the amount of $4,000,000 and awarding such 2012 bonds to City National Bank. The 2012 bonds constitute a revolving line of credit with City National Bank. The interest rate is 2.10%, to be charged to the outstanding balance. Payments have been made to the bank semi-annually (October 1St and April 1St, starting October 1, 2012). The CRA was able to draw the funds until the third (3`d) anniversary of the Closing Date (March 12, 2015). The funds must be used for public projects and property acquisitions for public projects in order to ensure that the interest earned on the bonds is not subject to federal income tax. If this stipulation is not adhered to and the bonds become taxable, the CRA will be subject to an increase in the interest paid on the funds, as well as payment of additional taxes and applicable penalties. The CRA has drawn down $2,612,225 and $1,387,775 was not utilized. During the finalization of the CRA's FY 2015-16 budget, it became apparent that the CRA revenues anticipated from the sale of the Old Library Site $3,600,000 will not occur in FY 2015-16, which will impact the CRA's ability to fund other projects and programs scheduled for FY 2015-16. One of these projects includes $2.8 million involving the adaptive reuse of the CRA -owned warehouse, located at 313 NE 3`d Street in the Pineapple Grove Arts District, to an Arts Incubator. During the preparation of the budget, the Board acknowledged having to borrow the funds to finance several projects. It is noted that during the budget presentation at the CRA Board on September 29th that the CRA is scheduled to begin principal payments on the loan, which would also affect the CRA's cash flow for this fiscal year. Given the circumstances, the Board authorized the Board Chair, Vice Chair and Executive Director to sign any necessary documentation associated with the line of credit modification. Therefore, staff has been working with City National Bank to modify the loan payment schedule to enable the CRA to continue to pay interest only for the next 2 years. Modifying the repayment terms will enable the CRA to utilize the $1.3 million balance on the existing Line of Credit. This would result in an increase of the interest rate from 2.1 % to 2.78%. The intent is to draw approximately $1,300,000 under the 2012 Revolving Agreement, to extend the interest only period for repayment of the 2012 Bonds an additional two (2) years and consequently extend the maturity of the 2012 Bonds until October 1, 2020. In addition to the $1.3 million, in order to provide for the funding of certain projects, the CRA intends to obtain an additional revolving line of credit in the amount of $2,000,000. Attached is the Term Sheet provided by City National Bank as it relates to this transaction, which includes: • In addition to the $1,300,000, a $2,000,000 revolving line of credit; • Draw period of 36 months • A low fixed rate of 2.78% • Interest only payments for 36 month draw period • No loan fees • No Prepayment Penalty • Maintain depository relationship with bank ATTACHMENT B (2 of 2) 2 It is anticipated that the credit line would be used initially to fund some the following projects, with the possibility of some deviation from this list depending upon construction schedules: 1. NW 12th Ave — Atlantic to MLK $700,0 (Drainage, landscaping lighting, sidewalks, irrigation; construct alley for access & rear parking) 2. SE 1St Street Mast Arm Traffic Signal (Replace span wire traffic signal Intersection of S Swinton Avenue and SEISW 1St Street) _$250'0 3. NE 3`d Ave/St $700,0 (Drainage, landscaping sidewalks, irrigation and decorative lighting) 4. MLK Jr. Drive —Phase II $320,0 (Landscape nodes, sidewalks, features commemorating Dr Martin Luther King, Jr) 5. SW 2nd Street Beautification Phase II (Resu cin_gSW 2"d Street from SW 2"d Ave -- SW 15th Ave)$200,0 .._ .._.w._ ,.... _ m_. _. 6. Merritt Park $450,0 (Replace sod, upgrade irrigation system, upgrade restrooms and additional parking) 7. Osceola Park Business Area $800,0 (SE 2nd St/Ave/Alley) ..... _._ .... 8. NE 2"d Ave/Seacrest Blvd Beautification (MPO Grant - $616,262) (Drainage, landscaping, lighting, sidewalks, irrigation)$800,0 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 funds must be used for public projects in order to ensure that the interest earned on the bonds is not subject to federal income tax. If this stipulation is not adhered to and the bonds become taxable, the CRA will be subject to an increase in the interest paid on the funds, as well as payment of additional taxes and applicable penalties. The CRA must receive authorization from the Delray Beach City Commission to borrow funds. Attached is a resolution requesting that the City Commission authorize the CRA to issue tax increment redevelopment revenue bonds in a principal amount not to exceed $2,000,000 to be outstanding from time to time pursuant to a revolving line of credit, and extension of the maturity of the CRA's outstanding 2012 bonds in the principal amount not to exceed $1,300,000. A request has been submitted to place this item on the agenda for December 8, 2015 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 with City National Bank related to the modification to the existing 2012 Revolving Line of Credit and the a 2015 Revolving Line of Credit in the amount of $2,000,000 both with a fixed interest rate of 2.78°/x. 2) Approve Resolution No. 2015-18 requesting that the City Commission to authorize the issuance of tax increment redevelopment revenue bonds in a principal amount not to exceed $2,000,000 to be outstanding from time to time pursuant to a revolving line of credit, and extension of the maturity of the CRA's outstanding 2012 bonds in the principal amount not to exceed $1,300,000. Submitted By: Jeffrey A. Costello Executive Director Attachments: City National Bank Term Sheet & Resolution 2015-18 �EVECOp� 1� I`BEAfi'`r November 20, 2015 Mr. Donald Cooper City Manager 100 NW 1" Avenue Delray Beach, FL 33444 RE: CRA Application Line of Credit Dear Mr. Cooper, ATTACHMENT A (1 of 1) On March 30, 2012, the Community Redevelopment Agency ("CRA") entered into a Revolving Line of Credit Agreement with the City National Bank whereby the Agency was authorized to draw up to Four Million Dollars ($4,000,000) to fiend certain public improvement projects. The 2012 Bonds currently mature October 1, 2017 and the final draw date was the third anniversary from March 30, 2012 (March 30, 2015). The CRA has drawn down $2,612,225 and $1,387,775 was not utilized; as projects were delayed. As you are aware, during the finalization of the CRA's FY 2015-16 budget, it became apparent that the CRA revenues anticipated from the sale of the Old Library Site $3,600,000 would not occur in FY 2015-16, which will impact the CRA's ability to fund other projects and programs scheduled for FY 2015-16. CRA Staff has been working with City National Bank to modify the loan payment schedule to enable the CRA to continue to pay interest only for the next 3 years. Modifying the repayment terms will enable the CRA to draw the approximately $1,300,000 balance under the 2012 Revolving Agreement, and to extend the interest only period for repayment of the 2012 Bonds an additional three (3) years. This accommodation by City National Bank will result in an increase of the fixed interest rate from 2.1% to 2.78%. In addition to now being able to draw upon the $1,300,000 in order to provide for the funding of certain projects, City National Banlc will make available to the CRA an additional revolving line of credit in the amount of $2,000,000. The loan modifications will also extend the maturity until October 1, 2023, On November 19, 2015, the CRA Board approved CRA Resolution No. 2015-18, asking the City Commission to authorize the issuance of $2,000,000 in tax increment redevelopment bonds by the Delray Beach CRA and to authorize the issuance of additional 2012 Bonds in the principal amount of $1,300,000. Please accept this correspondence as a written request to place this item on the agenda for the December 8, 2015 City Commission meeting, as the CRA intends to close on the financing by the end of December. If you have any questions, please feel free to call >ne at 561-276-8640. Thank you for your consideration and assistance in helping the CRA move forward with its redevelopment initiatives. Sinc rvstelto�d( J Executive Director cc: Lori Hayward, CRA Finance and Operations Director 20 North Swinton Avenue i~ Delray Beach, Florida 33444 Phone: 5611276-8640 Fax: 5611276-8558 0wvw.deiraycra.org \�v �2f `7 §}\//}\/{�\\//\(`\ \ \ v7-vl