Res 59-06
[ITY DF DELIAY BEA[H
DElRAY BEACH
CITY CLERK
100 ~jW 1st AVENUE . DELR/\Y ElEACH. FLORIDA 33444 . 5611243,7000
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CERTIFICATION
I, CHEVELLE D. NUBIN, City Clerk of the City of Delray Beach,
do hereby certify that the attached document is a true and correct
copy of Resolution No. 59-06, as the same was passed and adopted
by the Delray Beach City Commission in regular session .on the 5th
day of September, 2006.
IN WITNESS WHEREOF, I have hereunto set my hand and the
official seal of the City of Delray Beach, Florida, on this the 6th day of
September, 2006.
~'V.~~
Chevelle Nubin, CMC
City Clerk
City of Delray Beach, Florida
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THE EFFORT ALWAYS MATTERS
RESOLUTION NO. 59-06
A RESOLUTION OF THE CIlY COMMISSION OF THE CIlY
OF DELRA Y BEACH, FLORIDA, AUTHORIZING THE
DELRA Y BEACH COMMUNIlY REDEVELOPMENT
AGENCY (THE "AGENCY") TO ISSUE TAX INCREMENT
REDEVELOPMENT REVENUE NOTES, IN ONE OR MORE
SERIES (THE "NOTES"), IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED SEVEN MILLION
DOLLARS ($7,000,000) TO BE OUTSTANDING AT ANY ONE
TIME, UPON TERMS HEREINAFTER DESCRIBED;
AUTHORIZING THE PROPER OFFICIALS OF THE CIlY TO
DO ALL OTHER THINGS NECESSARY TO ASSIST THE
AGENCY IN THE ISSUANCE OF THE NOTES; 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. 2006-05 adopted by the Board of Commissioners (the "Board") of the Delray Beach
Community Redevelopment Agency (the "Agency") on August 24, 2006 (the "Agency Requesting
Resolution") to authorize the issuance of the Agency's Tax Increment Redevelopment Revenue
Notes, in one or more series (the "Notes") pursuant to Section 163.385, Florida Statutes, in the
aggregate principal amount of not to exceed Seven Million Dollars ($7,000,000) to be outstanding at
anyone time, said Notes to be sold at private sale to a financial institution (the "Note Purchaser")
upon terms and conditions determined appropriate and acceptable to the Agency and consistent
with the Note Purchaser's commitment to purchase the Notes (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 Note Purchaser of the Agency's Notes 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.
Section 3.
Section 4.
Section 5.
The terms and provisions of the Commitment of the Note Purchaser are
hereby approved and accepted.
That pursuant to Section 163.385, Florida Statutes, the Agency is hereby
authorized to issue and sell, on a negotiated basis to the Note Purchaser,
pursuant to the terms and provisions of the Commitment of the Note
Purchaser and resolutions of the Agency reflecting the terms of such
Commitment and other provisions deemed appropriate by the Agency and
the Note Purchaser, the Agency's Notes in the aggregate principal amount of
not to exceed Seven Million Dollars ($7,000,000) to be outstanding at any
one time.
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 Notes.
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
Resolution No. 59-06
Section 6. This Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED in regular session on this the 5~ay of September, 2006.
CITY OF DELRAY BEACH, FLORIDA
By:
~yo? ~
ATTEST:
By:
~~ ~ o~ ~ S). ~\~.r:. J
-
City Clerk
The foregoing resolution is hereby approved by
me as to form this ~ day of September, 2006.
BrwJ~f3~
. Ity Attorney
3
Resolution No. 59-06
D/<
ifJ1
liTeRA
DELRAY BEACH
RECEIVED
AUG 2 8 2006
CITY MANAGER
COMUN'TY NIOIYELO'.UT AGENCY
August 25, 2006
Mr. David T. Harden
City Manager
100 NW 1st Avenue
Delray Beach, FL 33444
RE: CRA Application for a $7,000,000 Revolving Credit Line
Dear Mr. Harden,
Attached is documentation from the CRA's July 13, 2006 Board meeting authorizing us to
issue an RFP for a line of credit up to $7,000,000 to fund construction and redevelopment
of affordable housing units. The July 27, 2006 board action to approve those minutes is
also attached.
In response to the RFP, three financial institutions proposed competitive terms for pre-
approval, which are attached for your review. As far as the interest rate, payment
structure, and out options, Regions Bank's provisions were most flexible and favorable for
the CRA. Based on our analysis, City Treasurer Becky O'Connor's input, and feedback
from our bond counsel, Stephen Sanford, CRA staff is recommending a contractual
agreement with Regions Bank.
In reviewing prior credit line activity, it is my appreciation that upon approval by the CRA
Board at the August 24, 2006 board meeting, this item must also be approved by the City
Commission. Please accept this correspondence as a written request to place this item on
the agenda for the September 5, 2006 City Commission meeting.
If you have any questions, please feel free to call me at 561-276-8640. Thank you for your
consideration and assistance in helping us to continue to move forward with addressing
issues of affordable housing.
Sincerely,
j~(!~
Donna C. Gogreve
CRA Finance and Administration Director
Cc: Diane Colonna, Executive Director
q.C,
RESOLUTION NO. 59-06
A RESOLUTION OF THE CIlY COMMISSION OF THE CIlY
OF DELRA Y BEACH, FLORIDA, AUTHORIZING THE
DELRA Y BEACH COMMUNIlY REDEVELOPMENT
AGENCY (THE "AGENCY") TO ISSUE TAX INCREMENT
REDEVELOPMENT REVENUE NOTES, IN ONE OR MORE
SERIES (THE "NOTES"), IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED SEVEN MILLION
DOLLARS ($7,000,000) TO BE OUTSTANDING AT ANY ONE
TIME, UPON TERMS HEREINAFTER DESCRIBED;
AUTHORIZING THE PROPER OFFICIALS OF THE CIlY TO
DO ALL OTHER THINGS NECESSARY TO ASSIST THE
AGENCY IN THE ISSUANCE OF THE NOTES; 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. 2006-05 adopted by the Board of Commissioners (the "Board") of the Delray Beach
Community Redevelopment Agency (the "Agency") on August 24, 2006 (the "Agency Requesting
Resolution'') to authorize the issuance of the Agency's Tax Increment Redevelopment Revenue
Notes, in one or more series (the "Notes") pursuant to Section 163.385, Florida Statutes, in the
aggregate principal amount of not to exceed Seven Million Dollars ($7,000,000) to be outstanding at
anyone time, said Notes to be sold at private sale to a financial institution (the "Note Purchaser")
upon terms and conditions determined appropriate and acceptable to the Agency and consistent
with the Note Purchaser's commitment to purchase the Notes (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 Note Purchaser of the Agency's Notes 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.
Section 3.
Section 4.
Section 5.
The terms and provisions of the Commitment of the Note Purchaser are
hereby approved and accepted.
That pursuant to Section 163.385, Florida Statutes, the Agency is hereby
authorized to issue and sell, on a negotiated basis to the Note Purchaser,
pursuant to the terms and provisions of the Commitment of the Note
Purchaser and resolutions of the Agency reflecting the terms of such
Commitment and other provisions deemed appropriate by the Agency and
the Note Purchaser, the Agency's Notes in the aggregate principal amount of
not to exceed Seven Million Dollars ($7,000,000) to be outstanding at any
one time.
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 Notes.
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
Resolution No. 59-06
Section 6.
This Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED in regular session on this the _ day of September, 2006.
CITY OF DELRAY BEACH, FLORIDA
ATTEST:
By:
Mayor
By:
City Clerk
The foregoing resolution is hereby approved by
me as to form this _ day of September, 2006.
By:
City Attorney
3
Resolution No. 59-06
,..-
...
RESOLUTION NO. 2006-05
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF
THE DELRA Y BEACH COMMUNITY REDEVELOPMENT
AGENCY REQUESTING THE CITY COMMISSION OF THE
CITY OF DELRA Y BEACH, FLORIDA TO AUTHORIZE THE
ISSUANCE OF TAX INCREMENT REDEVELOPMENT
REVENUE IMPROVEMENT NOTES, IN ONE OR MORE
SERIES, BY THE DELRA Y BEACH COMMUNITY
REDEVELOPMENT AGENCY (THE "NOTES") PURSUANT
TO SECTION 163.385, FLORIDA STATUTES, IN A
PRINCIPAL AMOUNT OF NOT TO EXCEED SEVEN
MILLION DOLLARS ($7,000,000) TO BE OUTSTANDING AT
ANY ONE TIME; REQUESTING THE CITY OF DELRA Y
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 De1ray Beach Community Redevelopment Agency
(the "Agency") has developed a redevelopment schedule for the development and
implementation of certain redevelopment 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 affordable housing 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, in one or more series, Tax Increment Revenue
Improvement Notes, Series 2006 (Taxable) in the aggregate principal amount of not to exceed
Seven Million Dollars ($7,000,000) to be outstanding at anyone time (herein, the "Notes")
pledging its tax increment revenues and other legally available funds for the repayment of the
Notes; and
WHEREAS, the Notes will be sold to Regions Bank (herein, the "Bank") which has,
pursuant to a request for proposals to provide a revolving line of credit, provided 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 Notes will be used to finance
certain redevelopment projects and pay the costs of issuing the Notes; 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
WPB-FS 1 ISANFORDS\S88399v04\8121/06\1 71 20.01 0900
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discretion, to issue tax increment redevelopment revenue bonds or notes 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, from time to time, of Tax Increment Redevelopment Revenue Improvement Notes,
Series 2006 (Taxable) (the "Notes"), by the Delray Beach Community Redevelopment Agency
(the "Agency") in the aggregate principal amount of not to exceed Seven Million Dollars
($7,000,000) to be outstanding at anyone time, said Notes to be sold at private sale pursuant to
the most favorable terms offered by the Bank determined to be appropriate and acceptable to the
Delray Beach Community Redevelopment Agency as evidenced by the Commitment of such
Bank.
Section Three: Principal and interest on the Notes 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 debt payable form the same sources and from other legally
available revenues of the Agency and pledged thereto.
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 passage.
PASSED AND ADOPTED this 24th day of August, 2006.
DELRA Y BEACH COMMUNITY
REDEVELOPMENT AGENCY
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Title: Cff4/Il/VtPttJ
[AGENCY SEAL]
WPB. FS I\SANFORDS\588399v04\8/21/06\17120.01 0900
2
Meeting Date: July 13, 2006
Agenda Item: I
II .
I'.J Summary
I'.J
RFP for Line of Credit
The CRA had been very active in the planning stages and addressing specific projects outlined and
adopted in the Downtown Master Plan and the Southwest Neighborhood Redevelopment Plan. During
FY 2005-06, the CRA assertively moved toward the implementation phases and is executing demolition
and construction related to those projects. With the current board leadership and approval, the CRA
elected to redevelop some land parcels themselves for affordable housing (Iow-to-moderate income) to
help reduce costs and retain more control of projects throughout the development process.
Throughout this fiscal year, the CRA had unanticipated opportunities to purchase critical parcels of land.
These included the Rodriguez parcel at W. Atlantic Avenue and SW 7th Avenue, the gas station at 805 W.
Atlantic Avenue, and the apartment building at 133 NW 5th Avenue. At the last meeting the board
reviewed a revised budget amendment that took into consideration these purchases.
After acquiring these properties, the next phases are to redevelop, revitalize and market them as
affordable housing and economic development opportunities for residents and businesses. In order to
maintain momentum and move forward with the projects while still keeping slated infrastructure projects
(i.e. West Atlantic beautification, Gateway Feature, etc.) on schedule, the CRA is requesting that the
board approve the attached RFP for a credit line of up to $7,000,000. The costs to redevelop and
construct facilities are always increasing due to increasing construction and land costs. The credit line will
allow the eRA increased flexibility regarding the financing of construction and property acquisition costs.
As projects are completed revenues generated from the sales of the developed properties will be utilized
to payoff the credit line, as well as future TIF dollars. 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. SW 14th Street Townhouses (24 units) and alleys
2. 135 NW 5th Avenue (4 units and 2 commercial bays)
3. LaFrance (8 units for senior living/rentals)
4. Other single family dwellings
$4,500,000
$ 500,000
$1,600,000
$ 400,000
The credit line structure would be revolving and extend over a three year period. Drawn downs would be
determined by the stages of construction and progress of the redevelopment projects, Initially, the CRA
would pay both principal and interest; however, at the "point of sale" on an affordable housing unit all
proceeds would go directly toward reducing the credit line balance. The RFP is requiring each bidder to
provide both fixed and variable interest rates. Based on a preliminary review, all financial institutes would
require future TIF revenue as security or collateral. The anticipated bidding schedule would begin July
31, 2006 with estimated closing/signing of an agreement no later than August 30, 2006,
Recommended Action:
Authorize staff to issue an RFP for a line of credit of up to $7,000,000 to fund construction and
redevelopment of affordable housing units.
Submitted By: Donna C. Goqreve. Finance & Administration Director
REQUEST FOR PROPOSAL
$7,000,000
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY (the "CRA")
REVOLVING LINE OF CREDIT
Notice is hereby given that the Delray Beach Community Redevelopment Agency (the "CRAil), a
city agency, will receive sealed bids (facsimile copies unacceptable) in care of the undersigned
Finance and Administration Director, at 20 N, Swinton Avenue, Delray Beach, Florida 33444, until
1 :00 p.m., local time on
July 31, 2006
The Delray Beach CRA is requesting letters of commitment from financial institutions to provide
financing in the form of a revolving line of credit of up to $7,000,000 (the "Revolving Line of
Credit"). The CRA anticipates needing up to approximately $7,000,000 in revolving proceeds for
the purpose of financing the construction of affordable housing. It is expected that the CRA, in
partnership with the Delray Beach Community Land Trust (DBCL T), will construct new housing
and renovate existing structures (where applicable) for low-to-moderate income families (condos,
townhouses, and single family residents). Where necessary, the CRA and CL T will partner with
developers to leverage the available credit line funding.
The CRA will have ownership of all properties (until transfer is made directly to the DBCL T) upon
signing this Revolving Line of Credit which is scheduled to occur on or before August 30, 2006.
Anticipated draws with respect to construction will begin September 1, 2006 and end within a
one-year period.
Terms
The CRA will pay principal and interest, as negotiated, on the Revolving Line of Credit. Payments
will be made on July 1 and December 1 commencing December 1, 2006. The duration or length
of this credit line will have a final maturity no later than July 1, 2009. The outstanding balance or
principal drawn under the Revolving Line of Credit will be repaid with proceeds from the sale of
housing units and tax incremental financing "TIF" revenue
The CRA is requesting that banks to provide a variable rate, as well as a fixed rate for this facility.
Prepayment Provisions
The CRA will require bid responses without prepayment penalty or premium provisions. Please
respond with "n/a" if there is no response.
Transferability
There will be restrictions on transferability (Le., limited to Accredited Investors) as approved by the
CRA.
Security
Principal and interest on the Revolving 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 appropriate non-
advalorem revenues on an annual basis in an amount sufficient to pay debt service.
Lenal Counsel Opinion
Legal Counsel expects to deliver an opinion regarding the enforceability of the Revolving Line of
Credit and certain matters regarding state taxes.
Interest Rates and Award of Note
The Revolving 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 Revolving Line of Credit shall be determined by computing the total amount of interest payable
on the Revolving 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 July 31, 2006, the date of the bid opening, through
the date of the loan closing. Each bidder must demonstrate and guarantee the ability to close by
August 30, 2006.
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 $7,000,000 Financing for the Delray Beach Community
Redevelopment Agency (CRA)". Bidders may include attachments with additional information for
optional bids.
Facsimile copies are not acceptable.
Fees and Discounts
The CRA will have the firm of Greenbert Traurig, PA serving as legal 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 cost that they have included and any administrating fees
or discounts which in their bid the CRA would be responsible for the payment thereof.
Delivery of Proceeds
Under the Revolving Line of Credit, the CRA anticipates needing $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
Award of Bid by CRA
Revolving Line of Credit Resolution
Approval by City Commission
Estimated Closing
July 31,2006
August 10, 2006
August 10, 2006
August 15, 2006
August 30, 2006
Please note that if the final terms of the facility are not negotiated by August 10, 2006, the
resolution may be moved to the next CRA Board of Commission meeting. The closing would be
soon, thereafter.
OFFICIAL BID FORM
$7,000,000
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY {"the CRA")
REVOLVING 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:
5. Fixed Interest Rate: Interest rates must be calculated on an actual day, 365-day year
basis.
a.) Non-bank qualified taxable fixed rate for a 3-year term
b.) Non-Bank qualified taxable variable rate for a 3-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.
6. Please fill in the applicable schedules below showing the variable rate history that would
have occurred based on the variable rate basis that was bid.
WITHOUT PRE-PAYMENT PENALTY
Month Rate Month Rate
AUQust 2006 January 2007
September 2006 February 2007
October 2006 March 2007
November 2006 April 2007
December 2006 May 2007
June 2007
July 2007
Additional Information
The CRA reserves the right to determine the successful bidder for the Revolving Line of Credit, to
reject any or all of the bids for the Revolving Line of Credit, and to waive any informality in any bid
for the Revolving Line of Credit.
Copies of the CRA's Comprehensive Annual Financial Report for period ending September 30,
2005 as well as the unaudited monthly financial report through May 31, 2006 are available upon
request.
Dated: July 8,2006
DELRA Y BEACH
COMMUNITY REDEVELOPMENT AGENCY
Donna C. Gogreve
Finance and Administration Director
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5
REGIONS;;,
July 31, 2006
Ms. Donna Gogreve
Finance Director
Delray Beach Community Redevelopment Agency
20 North Swinton Ave
Delray Beach, FL 33344
Re: Revolving Line of Credit Proposal, City of Del ray Beach Community Redevelopment Agency
Dear Ms. Gogreve:
Regions Bank takes great pride in its role as a financial partner with local communities across the State of Florida.
There is a profound satisfaction associated with improving the "quality of life" for residents. Whether we are called
upon to fund a specific project, to manage treasury needs, to act as a fiduciary, or to simply share personal insight,
our objective is to add value to your project team.
Delray Beach has become a model for success, clearly demonstrating the significant role public-private partnerships
can play in shaping a foundation for growth. The results of your efforts are clear and measurable. You should be
commended for the many successful initiatives that have been completed, as well as those that continue to evolve
from plan to reality.
Today, you continue efforts to address one of the major challenges associated with positive growth, namely
affordable housing. Again, Delray Beach is at the forefront of innovation, embracing the concept of the Community
Land Trust. As the days ahead lead to new opportunities for those oflimited means, we at Regions welcome the
opportunity to partner with the City as facilitators of change. To that end, it is with sincere pleasure that Regions
Bank provides its proposal for your consideration.
This proposal includes the following: 1) the Official Bid Form, 2) a Terms and Conditions letter, 3) a biography of
your Bank Contact Officer, and 4) a Florida Experience list.
The Terms and Conditions letter outlines our proposed response in greater detail. As outlined in the RFP, the CRA
would like to access and repay funds as needed over the three-year time period. This "as needed" access is
requested to be modeled in a typical "draw-down" format, whereby the monies are advanced from the Note over
time. In addition, the eRA would like to possess the opportunity to retire the debt at any time prior to maturity
without penalty or premium. We will provide a structure to satisfy those specific parameters.
I am confident that in the event we are selected to move forward, our collaboration will yield a very beneficial result
for the City and the CRA. Thank you in advance for your time and kind consideration.
Respectfully,
~'
L&
Jerry L. Heniser
Vice President
Jerry L. Heniser
Government/Public InstitutionsfNot-for-Profit Group
1489 West Palmetto Park Road, Suite 300
Boca Raton, FL 33486
(561) 361-5641 Fax: (561) 361-5632
REGIONS
~~.:-r<
July 31, 2006
Ms. Donna Gogreve
Finance Director
Delray Beach Community Redevelopment Agency
20 North Swinton Ave
Delray Beach, FL 33344
Re: Revolving Line of Credit Proposal, City of Delray Beach Community Redevelopment Agency
Dear Ms. Gogreve:
Thank you for providing Regions Bank with the opportunity to provide funding for multiple affordable
housing projects of the City of Delray Beach Community Redevelopment Agency (CRA). This funding will
take the form of a three-year revolving line of credit (the "Line"). Below, you will find a proposed set of
terms and conditions that we would like for you to consider.
Credit Facilitv:
Amount: Not to exceed $7,000,000.00
Variable Rate: This is a taxable transaction. The rate for this option will be variable and change once
monthly, on the first of each month. The initial rate will be determined one-day prior to closing. The rate
will be indexed to the 30-day libor rate ("Index"). The monthly rate for the Note will be derived by adding
28 basis points to the Index on the first of each month. If this calculation were made as of today, the rate
would be 5.68% (Taxable)(30-day libor rate = 5.40%).
Funds may be advanced and repaid under this facility as needed.
Repayment: Interest will be repaid semi-annually on each June 1 and December 1, beginning on
December 1, 2006 and continuing until maturity, December 1,2009 (or earlier at the discretion of the
CRA). Entire amount of outstanding Principal will be repaid on or before maturity, December 1,2009.
Prepayment: Debt under this facility may be retired at any time prior to maturity with no premium or
penalty.
Fees:
Bank Fee: Waived
Bank Counsel: Waived
Security: This particular debt issuance will be secured by i) a Senior (at parity) lien on Pledged TIF
Revenues specifically defined in the 2004 Series A & B Bond Resolution dated May 19,2004 and other
non-valorem revenues to include residential home sale proceeds. .
Covenants: Covenant definitions and coverage requirements will remain consistent with the Series 2004
Senior Issue as defined in the Series 2004 A & B Bond Resolution dated May 19, 2004.
Conditions Precedent:
. Satisfactory review of all loan documents by Bank legal counsel, including approving opinion of
Bond Counsel and executed Authorizing Resolution for the borrowing.
. Certification document acknowledging compliance with the "Additional Obligations" covenant as
identified in the Bond Resolution dated May 19, 2004, specifically Section 3.7 (2), signed by an
authorized representative of the Agency.
Jerry L. Heniser
GovernmentlPublic Institutions/Not-for-Profit Group
1489 West Palmetto Park Road, Suite 300
Boca Raton, FL 33486
Donna, if you have any questions pertaining to this proposal, please call me. Thank you for considering
Regions Bank as a potential business partner with the City. I look forward to speaking with you in the
near future.
Sincerely,
Jerry L. Heniser
Vice President
Jerry L. Heniser
Government/Public Institutions/Not-for-Profit Group
1489 West Palmetto Park Road, Suite 300
Boca Raton, FL 33486
OFFICIAL BID FORM
$7,000,000
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ("the CRA")
REVOLVING LINE OF CREDIT
-------------------------------------------------------------------------
-------------------------------------------------------------------------
General Information
1.
Bank Name:
Contact Person:
Phone:
Address:
Bank of America
Holly Kuhlman, Senior Vice President
(239) 659-2275
4501 Tamiami Trail North, Suite 400
Naples, Florida 34103
Fax:
Email:
(239) 659-2284
hollv. kuhlman@banKofarnerica.com
2. Bank's Total Assets: $1,291,803,000,000
3. Bank Experience: Bank of America provides the existing credit facilities to the CRA.
In addition, the Bank has over 1 billion dollars in credit outstanding to municipal entities in
South Florida.
4.
Bank Rating:
Moodys Aa2
5. Fixed Interest Rate: Interest rates must be calculated on an actual day, 365-day year
basis.
a.) Non-bank qualified taxable fixed rate for a 3-year term
The CRA shall have the option to fix the interest rate upon fully funding the proposed
credit facility (or funding to a point in which no further draws would be required). The
rate would be fixed two days after written notification by the CRA of their desire the
fix the interest rate. The rate would be set based on 95% of the 3 year treasury. As
of July 26,2006, the three year treasury was 5.064% indicating a fixed borrowing rate
of 4.81 %.
If the borrower opts to fix the interest rate, early repayment would be subject to
the Bank's standard prepayment language.
b.) Non-Bank qualified taxable variable rate for a 3-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.
A non bank qualified rate of interest equivalent to 63.7% of the 30 day Libor plus
1.34%. The variable rate shall change daily based on changes in the Libor rate.
As of July 26,2007 the 30 day Libor was 5.41 % indicating a variable interest rate
of 4.78%.
There is no prepayment penalty if the interest rate on the note is a variable
rate of interest.
Bank of America ~
~
.. .
'I"
6. Please fill in the applicable schedules below showing the variable rate history that would
have occurred based on the variable rate basis that was bid.
WITHOUT PRE-PAYMENT PENAL TV (Variable Rate)
AIIL'b
t db I
f th f t b .
d
f
h
th
I or rates quo e e ow are as 0 e Irs uSlness ay 0 eac mon
Month Rate Month Rate
AUQust 2005 3.59% January 2006 4.12%
September 2005 3.71% February 2006 4.25%
October 2005 3.81% March 2006 4.30%
Novem ber 2005 3.95% Aoril 2006 4.42%
December 2005 4.09% May 2006 4.45%
June 2006 4.61%
July 2006 4.74%
7. 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.
Descriotion of Fee
Maximum
Bank Counsel
$4,500 (1)
(1) For Bank's legal review of documents prepared by Greenberg Traurig P.A. All such
documents must be acceptable to the Bank and its counsel.
The CRA shall furnish, free of charge to the successful bidder, the opinion of Greenberg Traurig,
PA, legal counsel for the CRA, approving the legality of said Revolving Line of Credit, together
with the usual closing papers. The opinion shall confirm this is a non bank qualified tax exempt
transaction and such legal opinion shall be acceptable to the Bank and its counsel.
The note shall be secured by a first priority lien on the TIF revenues of the CRA on parity with the
existing debt. The proposed credit facility shall be subject to the same terms and conditions as
the existing debt including but not limited to the existing rate covenant and additional bonds test.
The Bank has approved a fifteen year term out provision that would be available upon the request
of the CRA. At the option of the CRA, the term out provision could be incorporated in the loan
documents. If a fifteen year term out provision is chosen the interest rate shall be 25 basis points
higher than quoted above.
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,
I
I I ji l.., )
CA.I /:,,,.. Lb,>}l'};"u
. \!
Holly Kuhlman
Credit Products Officer/Senior Vice President
Bank of America ~
~
\1'.
SUNTRUST-
John Winn
F. Vice President
SunTrust Bank
501 South Flagler Drive
2nd Floor
West Palm Beach, Florida 33401
Tel 561.835.2677
Fax 561.835.2640
July 31, 2006
Ms. Donna C. Gogreve
Delray Beach Community Redevelopment Agency
20 North Swinton Avenue
Delray Beach, Florida 33444
Dear Ms. Gogreve:
SunTrust Bank, South Florida (the "Bank") is pleased to submit a proposal to lend to The City of
Delray Beach CRA District, (the "Borrower") under the following terms and conditions:
Borrower: The City of Delray Beach CRA District
Facilities: Taxable Revolving Line of Credit up to $7,000,000
Purpose: The CRA anticipates needing up to approximately $ 7 ,000,000 in revolving proceeds
for the purpose of financing the construction of affordable housing. It is expected
that the CRA, in partnership with the Delray Beach Community Land Trust
(DBCLT), will construct new housing and renovate existing structures (where
applicable) for low-to-moderate income families (condos, townhouses, and single
family residents). Where necessary, the CRA and CL T will partner with developers
to leverage the available credit line funding.
Security:
The Loan will be payable from and secured solely by a pledge of the Tax Increments
(as defined in the Resolution) deposited into the CRA redevelopment trust fund.
This proposal is for discussion purposes only and is subiect to credit approval
by the Bank.
Interest Rate & Repayment Terms:
A Variable Rate based on the 30 day LffiOR as published in the "Wall Street Journal" plus
98 basis points. The initial rate is set one business days prior to the origination date.
Thereafter the interest rate will reset on the first business day of each calendar month. As of
07/31/06 this rate would be 6.382%.
Payments will be made on July 1 and December 1 commencing December 1, 2006. The
duration orlength ofthis credit line will have a final maturity no later than July 1, 2009. The
outstanding balance or principal drawn under the Revolving Line of Credit will be repaid
with proceeds from the sale of housing units and tax incremental financing "TIF" revenue.
Interest will be accrued and payable on a 30/360 day basis.
PreDavment Fee:
No Prepayment will apply.
Loan Fee:
None.
Condition:
Borrower will provide an adopted Budget and Audited Financial Statements
on an annual basis.
Covenants:
Additional Bonds Test: Tax increment revenue for the last fiscal year
divided by debt service on all parity debt and proposed parity debt (for
purposes of calculating debt service on the SunTrust debt line of credit, a 7
year amortization of the line amount at 8% shall be assumed) shall be a
minimum of 1.25x.
Leea} Fees:
Bank's counsel will be paid for by the CRA.
Contact Officer:
John Winn, First Vice President
SunTrust Bank, South Florida
501 Flagler Drive, 2nd Floor
West Palm Beach, FL 33401
Telephone: (561) 835-2677 Facsimile: (561) 835-2640
Additional Conditions:
Arbitrage Responsibility. The Borrower shall assume whatever responsibility and take whatever
action is necessary to assure that the loan will not constitute an "Arbitrage Loan" under the provision
of Section 148 of the Code. Additionally, the Borrower shall covenant to comply with any and all
rebate requirements contained in Section 148 of the Code.
Interest Rate Limitation. If required, the Borrower shall take whatever action is necessary in order to
comply with the provisions of Section 215.84, Florida Statutes, relating to maximum rate of interest
including, but not limited to, the filing of a request with the State Board of Administration for
authorization of the interest rate provided herein, if such interest rate is in excess of the maximum
rate.
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 municipal financings of this
nature. These covenants would include, but not be limited to, covenants regarding compliance with
laws and regulations, the submission of audited financial data to the Bank in a timely manner, events
of default including failure to make payments, failure to perform any covenant, and the filing of
bankruptcy by the Borrower; and remedies in the event of default, including acceleration.
The Bank at its sole discretion will be allowed to assign or participate all or any portion of this debt
obligation to any other financial institution or accredited investor.
It is understood that the proposal set forth herein is conditioned upon the accuracy of information
provided to the Bank by the Borrower and the continued financial strength of the Borrower.
Any misrepresentation or false statement of material fashion made by the Borrower to induce this bid
or any material adverse change in the financial condition of the Borrower will be sufficient cause for
the Bank to terminate this proposal.
The Bank will require an opinion from a qualified Bond Counsel regarding the status of the notes,
validity of issuance, enforceability of documents, and other pertinent issues.
THIS PROPOSAL LETTER OUTLINES THE GENERAL TERMS AND CONDITIONS OF THE
PROPOSED LENDING AGREEMENT BETWEEN THE CITY OF DELRA Y BEACH CRA AND
SUNTRUST BANK, SOUTH FLORIDA.
We sincerely appreciate the opportunity to serve the Delray Beach CRA and look forward to working
with you. If you have any questions please call me at (561) 835-2677.
Sincerely,
John W. Winn
First Vice President
Institutional and Government Banking