Agenda 02/28/2017 Item #11A02/28/2017
EXECUTIVE SUMMARY
Recommendation that the Collier County Board of County Commissioners (BCC), approve a
resolution authorizing the Collier County Community Redevelopment Agency to enter into a Loan
Agreement with TD Bank, N.A. and issue a Series 2017 Taxable Note in the principal amount up to
$5,500,000 to evidence a loan under the loan agreement, all with respect to the Bayshore/Gateway
Triangle Redevelopment Area; and authorize all necessary budget amendments.
OBJECTIVE: Approve a resolution authorizing the Collier County Community Redevelopment Agency
to enter into a Loan Agreement with TD Bank, N.A. and issue a Series 2017 Taxable Note in the principal
amount up to $5,500,000 to evidence a loan under the Loan Agreement, all with respect to the
Bayshore/Gateway Triangle Redevelopment Area.
CONSIDERATIONS: The BCC in its capacity as the governing body of the Collier County CRA first
entered into an agreement with Wachovia Bank in July 2006 for a $7.0 million line of credit essentially to
begin the process of assembling strategic property within the Bayshore Gateway CRA for redevelopment.
In September 2009, the CRA and the BCC entered into a variable interest rate loan agreement with Fifth
Third Bank, for $13.5 million to pay off outstanding draws on t he Wachovia Credit Line and borrow an
additional $7.6 million to acquire additional strategic property. During this time period, economic
conditions worsened into the prolonged recession. To achieve better loan terms and avoid an impending
final balloon payment, another restructuring of the financing was undertaken in May 2013 with Fifth
Third Bank.
In light of improved economic conditions, current June 2018 balloon payment deadline, variable interest
rate mode, and associated debt reserve and coverage requirements, the need for restructuring the 2013
Note was evident. Subsequently, with the assistance of the County’s Financial Advisor - PFM Financial
Advisors, LLC (PFM) - a “Request for Quote” solicitation to restructure the 2013 term loan was issued.
As a result of the solicitation, seven (7) financial institutions submitted quotations. On January 31, 2017,
the County’s Finance Committee convened and after deliberation recommended that the BCC acting as
the CRA governing body accept the proposal submitted by TD Bank, N.A. Attached is the
recommendation memo from PFM along with a summary of the proposals received. Also attached is the
authorizing resolution and form of the required Loan Agreement.
Restructuring the current 2013 term loan has several important objectives including;
Achieve more favorable credit terms consistent with current market conditions
Extend the re-payment deadline past June 2018 when a final principal payment of $4.6 million is
due to a more traditional long term fixed repayment schedule thus eliminating the requirement for
a large final balloon maturity payoff
Eliminate the variable interest rate in favor of a fixed rate
Substantially reduce the current debt service reserve requirement which will free up certain
available reserve dollars for one time capital projects
Reduce annual debt service which will allow for increased operating flexibility
Secure more favorable prepayment terms, with no requirement to apply proceeds from land sales
to reduce or eliminate the Loan balance
It is the belief of those who worked on this restructuring initiative that the above objectives have been
satisfied through the proposed solicitation and related recommendation.
ADVISORY COMMITTEE RECOMMENDATIONS: Both the Bayshore Gateway Triangle CRA
Advisory Board and the Finance Committee recommended that the Loan Agreement and Series 2017
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02/28/2017
Taxable Note receive favorable approval by the Board of County Commissioners.
FISCAL IMPACT: The term loan is the only long term debt the CRA has outstanding and is structured
with monthly principal and interest payments secured by CRA tax increment revenues
(Bayshore/Gateway Triangle Redevelopment Area) and other CRA operating revenues. There is no
pledge of County revenues as security for this credit.
The fixed interest rate of 3.56% under a more traditional ten year repayment schedule is expected to
reduce annual debt service by $125,000 from $750,000 to $625,000 and eliminate the requirement for a
balloon payment at maturity. Further, while the debt service coverage requirement remains at 115% of
debt service the reduction in annual debt service under the Series 2017 Taxable Note will provide greater
operating budget flexibility. Ultimately, future operating budget flexibility in FY 18 and bey ond hinges
upon payoff or prepayment of the loan from developer contributions or land sales and the extent of CRA
non-ad valorem revenues. Available reserves from year to year can be programmed for one -time capital
projects without any coverage requirement stipulations.
GROWTH MANAGEMENT IMPACT: None
LEGAL CONSIDERATIONS: This matter has been reviewed by the County Attorney, is approved as
to form and legality, and requires majority vote for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners, approve a resolution authorizing the
Collier County Community Redevelopment Agency to enter into a Loan Agreement with TD Bank, N.A.
and issue a Series 2017 Taxable Note in the principal amount up to $5,500,000 to evidence a loan under
the Loan Agreement, all with respect to the Bayshore/Gateway Triangle Redevelopment Area and;
approve all necessary budget amendments.
Prepared by: Mark Isackson, Corporate Financial and Management Services Division Director
ATTACHMENT(S)
1. 11C BOCCApproving Resolution final (PDF)
2. 11C BOCC Resolution Exhibit A - Loan Agreement final (PDF)
3. Collier Bayshore CRA - Plan of Finance memo (PDF)
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02/28/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 11.A
Doc ID: 2726
Item Summary: Recommendation that the Collier County Board of County Commissioners
(BCC), approve a resolution authorizing the Collier County Community Redevelopment Agency to enter
into a Loan Agreement with TD Bank, N.A. and issue a Series 2017 Taxable Note in the principal amount
up to $5,500,000 to evidence a loan under the loan agreement, all with respect to the Bayshore/Gateway
Triangle Redevelopment Area; and authorize all necessary budget amendments. (Mark Isackson,
Corporate Financial and Management Services Division Director) (This item is a companion to Item
14.B.1)
Meeting Date: 02/28/2017
Prepared by:
Title: Operations Coordinator – Office of Management and Budget
Name: Valerie Fleming
02/22/2017 10:01 AM
Submitted by:
Title: Operations Coordinator – Office of Management and Budget
Name: Valerie Fleming
02/22/2017 10:01 AM
Approved By:
Review:
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 02/22/2017 10:02 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 02/22/2017 11:03 AM
Budget and Management Office Mark Isackson Additional Reviewer Completed 02/22/2017 11:47 AM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 02/22/2017 1:01 PM
Board of County Commissioners MaryJo Brock Meeting Pending 02/28/2017 9:00 AM
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RESOLUTION NO. ____
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA
AUTHORIZING THE COLLIER COUNTY COMMUNITY
REDEVELOPMENT AGENCY TO ENTER INTO A LOAN
AGREEMENT WITH TD BANK, N.A. AND OBTAIN A
TERM LOAN THEREUNDER; APPROVING THE
ACTIONS TAKEN BY THE AGENCY WITH RESPECT
TO ITS APPROVAL OF THE LOAN AGREEMENT AND
THE TERM LOAN; AND PROVIDING SEVERABILITY
AND AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, as follows:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On the date hereof, the Collier County Community Redevelopment Agency
(the "Agency"), at a duly held meeting, adopted a resolution (the "CRA Resolution"),
which, among other things, authorized the Agency to receive a term loan in the principal
amount not exceeding $5,500,000 (the "Loan") from TD Bank, N.A. (the "Bank") and
approved the form of a Loan Agreement (the "Loan Agreement") to be entered into
between the Agency and the Bank.
(B) The Agency shall use the proceeds of the Loan to refinance the amounts
outstanding under an existing loan agreement to allow for the extension of the maturity
thereof and the establishment of a fixed interest rate.
(C) The Agency's repayment obligations under the Loan Agreement shall be
secured by and payable from increment tax revenues to be collected by the Agency with
respect to the Bayshore/Gateway Triangle Community Redevelopment Area (the
"Community Redevelopment Area"), and, to the extent such increment tax revenues are
insufficient, other legally available non-ad valorem revenues of the Agency budgeted and
appropriated pursuant to the Loan Agreement, all as described in the Loan Agreement
(the "Pledged Funds").
(D) The Board of County Commissioners (the "Board") of Collier County,
Florida (the "County") finds it to be in the best interests of the County to authorize the
Agency to obtain the Loan and to approve the provisions of the Loan Agreement.
SECTION 2. AUTHORITY FOR THIS RESOLUTION. This
Resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes,
Chapter 163, Part III, Florida Statutes, and other applicable provisions of law (the "Act").
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SECTION 3. AUTHORIZATION OF AGENCY OBTAINING THE
LOAN. The County hereby authorizes the Agency to obtain the Loan for the purposes
set forth in the Loan Agreement.
SECTION 4. APPROVAL OF FORM OF LOAN AGREEMENT. The
terms and provisions of the Loan Agreement in substantially the form attached hereto as
Exhibit A are hereby approved, with such changes, insertions and additions as the
Chairman of the Agency may approve, her execution thereof being evidence of such
approval.
SECTION 5. APPROVAL OF AGENCY'S ACTIONS; NO
IMPAIRMENT; NO ADDITIONAL DEBT. (A) The Board hereby approves the
actions taken by the Agency in its adoption of the CRA Resolution.
(B) So long as any indebtedness of the Agency is outstanding under the Loan
Agreement, the pledging of the Increment Tax Revenues (as defined in the Loan
Agreement) in the manner provided in the Loan Agreement shall not be subject to repeal,
modification or impairment by any subsequent ordinance, resolution, agreement or other
proceedings of the County or the Agency. The County covenants to do all things
necessary or required on its part by the Act, or other applicable provisions of the law, to
maintain the levy, collection and receipt of the Increment Tax Revenues. The County
shall exercise all legally available remedies to enforce such levy, collection and receipt
now or hereafter available under law. The County agrees not to cause or allow the
boundaries of the Community Redevelopment Area to be decreased or the Agency to
cease to exist or to shorten the scheduled sunset provision with respect to the Agency's
existence without the prior written consent of the Bank.
(C) So long as any indebtedness of the Agency is outstanding under the Loan
Agreement, the County shall not issue any indebtedness or allow the Agency to issue any
indebtedness that is payable from or secured by the Increment Tax Revenues unless the
provisions of the Loan Agreement are complied with.
SECTION 6. LIMITED OBLIGATION. The obligation of the Agency to
repay the Loan is a limited and special obligation payable from the Pledged Funds solely
in the manner and to the extent set forth in the Loan Agreement and shall not be deemed
a pledge of the faith and credit or taxing power of either the Agency or the County and
such obligation shall not create a lien on any property whatsoever of or in the Agency or
the County other than the Pledged Funds.
SECTION 7. GENERAL AUTHORITY. The members of the Board and
the County's officers, counsel, agents and officials are hereby authorized to do all acts
and things required of them consistent with the requirements of this Resolution, the CRA
Resolution, the Loan Agreement and any other document relating to the matters
described herein for the full punctual and complete performance of all the terms,
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covenants and agreements contained in this Resolution, the CRA Resolution, the Loan
Agreement and such other documents.
SECTION 8. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions contained herein shall be held
contrary to any express provisions of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for any reason what soever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed severable from the remaining covenants, agreements or provisions
hereof and shall in no way affect the validity of any of the other provisions of this
Resolution.
SECTION 9. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
DULY ADOPTED, in Regular Session this 28th of February, 2017.
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
(SEAL)
By:
Chairman, Board of County Commissioners
ATTEST:
Dwight E. Brock, Clerk
By: Deputy Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
County Attorney
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EXHIBIT A
Form of Loan Agreement
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EXHIBIT A
LOAN AGREEMENT
BETWEEN
COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY
AND
TD BANK, N.A.
Dated as of March 2, 2017
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS ................................................................................... 1
SECTION 1.02. INTERPRETATION .......................................................................... 4
SECTION 1.03. TITLES AND HEADINGS ............................................................... 5
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR
SERIES 2017 NOTE
SECTION 2.01. REPRESENTATIONS BY THE AGENCY ...................................... 6
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE BANK ................................................... 6
SECTION 2.03. SERIES 2017 NOTE NOT TO BE INDEBTEDNESS OF THE
AGENCY, COUNTY OR STATE ............................................... 7
SECTION 2.04. SECURITY. ....................................................................................... 7
SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD
VALOREM REVENUES ............................................................. 7
SECTION 2.06. PAYMENT COVENANT.................................................................. 8
SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX
REVENUES ................................................................................. 8
SECTION 2.08. ISSUANCE OF ADDITIONAL INDEBTEDNESS. ........................ 8
SECTION 2.09. DEBT SERVICE COVERAGE RATIO. ........................................... 9
SECTION 2.10. DEBT SERVICE RESERVE FUND. ................................................ 9
SECTION 2.11. PROVISION OF FINANCIAL INFORMATION ........................... 10
ARTICLE III
DESCRIPTION OF SERIES 2017 NOTE; PAYMENT TERMS; OPTIONAL
PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2017 NOTE .............................. 11
SECTION 3.02. OPTIONAL PREPAYMENT .......................................................... 12
ARTICLE IV
CONDITIONS FOR ISSUANCE OF THE SERIES 2017 NOTE
SECTION 4.01. CONDITIONS FOR ISSUANCE .................................................... 13
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ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT ................................................................. 14
SECTION 5.02. REMEDIES ...................................................................................... 14
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THE AGREEMENT ................................................................... 16
SECTION 6.02. COUNTERPARTS........................................................................... 16
SECTION 6.03. SEVERABILITY ............................................................................. 16
SECTION 6.04. TERM OF AGREEMENT ............................................................... 16
SECTION 6.05. NOTICE OF CHANGES IN FACT ................................................. 16
SECTION 6.06. NOTICES ......................................................................................... 16
SECTION 6.07. APPLICABLE LAW........................................................................ 17
SECTION 6.08. WAIVER OF JURY TRIAL ............................................................ 17
SECTION 6.09. INCORPORATION BY REFERENCE ........................................... 17
EXHIBITS
EXHIBIT A - FORM OF SERIES 2017 NOTE ............................................................. A-1
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This LOAN AGREEMENT (the "Agreement") is made and entered into as of
March 2, 2017, by and between the COLLIER COUNTY COMMUNITY
REDEVELOPMENT AGENCY, a community redevelopment agency duly organized
and validly existing under the laws of the State of Florida, and its successors and assigns
(the "Agency"), and TD BANK, N.A., a national banking association, and its successors
and assigns (the "Bank");
W I T N E S S E T H:
WHEREAS, the Agency is authorized by provisions of the Chapter 163, Part III,
Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of law
(collectively, the "Act") to, among other things, acquire, construct, equip, own, sell,
lease, operate and maintain various capital improvements and public facilities to promote
the purposes of the Act and the welfare and economic prosperity of the residents of
Collier County, Florida (the "County") and to borrow money to finance and refinance the
acquisition, construction, equipping and maintenance of such capital improvements and
public facilities; and
WHEREAS, the Agency finds it necessary and in the best interests of the Agency
to refinance the amounts outstanding under an existing loan agreement with Fifth Third
Bank (the "Bank") dated as of on May 31, 2013, in order to establish a fixed interest rate
and to extend the maturity of the indebtedness incurred thereunder (the "Prior Loan");
and
WHEREAS, the Agency finds that refinancing the Prior Loan will serve a public
purpose under the Act; and
WHEREAS, the Bank is willing to make a term loan available to the Agency, and
the Agency is willing to incur such loan pursuant to the terms and provisions of this
Agreement in an aggregate principal amount of $__________ to refinance the Prior Loan.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That the parties hereto, intending to be legally bound hereby and in consideration
of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for
all purposes of this Agreement, have the meanings in this Article I specified, unless the
context clearly otherwise requires.
"Act" shall mean the Florida Constitution, Chapter 163, Part III, Florida Statutes,
Chapter 125, Florida Statutes, and other applicable provisions of law.
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"Agency" shall mean the Collier County Community Redevelopment Agency, a
community redevelopment agency duly created and validly existing under the laws of the
State of Florida.
"Agency Debt" shall mean any indebtedness of the Agency secured by or payable
from, in whole or in part, any portion of the Pledged Funds, including but not limited to
the loan made hereunder.
"Agreement" shall mean this Loan Agreement, dated as of March 2, 2017, by and
between the Agency and the Bank and any and all modifications, alterations, amendments
and supplements hereto made in accordance with the provisions hereof.
"Annual Audit" shall mean the annual audit of the County, which shall include
financial activities and information regarding the Agency, prepared pursuant to the
requirements of Section 2.11 hereof.
"Annual Budget" shall mean the annual budget, which shall include financial
activities and information regarding the Agency, prepared pursuant to the requirements of
Section 2.11 hereof.
"Annual Debt Service" shall mean the aggregate amount in the applicable Fiscal
Year of principal and interest required to be paid on outstanding Agency Debt during
such Fiscal Year.
"Authorized Officer" shall mean the Chairman or her duly authorized designee.
"Bank" shall mean TD Bank, N.A., and its successors and assigns.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida
or any other attorney at law or firm of attorneys, of nationally recognized standing in
matters pertaining to the federal tax exemption of interest on obligations issued by states
and political subdivisions, and duly admitted to practice law before the highest court of
any state of the United States of America.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which offices of the Bank in the State of Florida are authorized or required to be closed.
"Chairman" shall mean the Chairman of the Governing Body, or in her absence
or unavailability, the Vice-Chairman of the Governing Body.
"Community Redevelopment Area" shall mean the Bayshore/Gateway Triangle
Redevelopment Area identified by the County pursuant to Resolution No. 2000-82,
adopted on March 14, 2000, as it may be amended or supplemented from time to time.
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"Community Redevelopment Trust Fund" shall mean the Community
Redevelopment Trust Fund established by the County pursuant to Ordinance 2000-42,
adopted on June 13, 2000, as it may be amended or supplemented from time to time.
"County" shall mean Collier County, Florida, a political subdivision of the State
of Florida.
"Debt Service Coverage Ratio" shall mean, as of any date of calculation thereof,
a fraction, the numerator of which is equal to: (a) the sum of actual Increment Tax
Revenues, Non-Ad Valorem Revenues and Transfers In for a Fiscal Year based on the
Annual Audit, less (b) Operating Expenses for such Fiscal Year based on the Annual
Audit, and the denominator of which is the Annual Debt Service for such Fiscal Year.
"Debt Service Reserve Fund" shall mean the fund created pursuant to
Section 2.10 hereof.
"Default Rate" shall mean the lesser of (a) the sum of the Prime Rate plus 6.00%,
per annum and (b) the maximum lawful rate.
"Final Maturity Date" shall mean March 1, 2027.
"Fiscal Year" shall mean the 12-month period commencing on October 1 of any
year and ending on September 30 of the immediately succeeding year.
"Governing Body" shall mean the Board of County Commissioners of Collier
County, Florida, acting in its capacity as the governing body of the Agency.
"Increment Tax Revenues" shall mean all of the increment tax revenues that are
derived within the Community Redevelopment Area and received by the Agency, all in
accordance with Chapter 163, Part III, Florida Statutes, and Ordinance No. 2000-42 of
the County, as it may be amended and supplemented from time to time.
"Interest Payment Date" shall have the meaning ascribed thereto in
Section 3.01(C) hereof.
"Interest Rate" shall mean the fixed annual interest rate of 3.56%.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of
the Annual Debt Service becoming due in any Fiscal Year in which the Series 2017 Note
is outstanding hereunder.
"Non-Ad Valorem Revenues" shall mean all revenues of the Agency derived
from any source whatsoever other than the Increment Tax Revenues and other ad
valorem taxation on real or personal property, which are legally available to make the
payments required herein.
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"Operating Expenses" shall mean those expenses of the Agency currently shown
in the Annual Audit as "Current Expenditures", or such other term or terms subsequently
used to describe such Expenses.
"Pledged Funds" shall mean, collectively, (1) the Increment Tax Revenues,
(2) such legally available Non-Ad Valorem Revenues of the Agency budgeted and
appropriated pursuant to Section 2.05 hereof, and (3) amounts on deposit in the Debt
Service Reserve Fund.
"Prime Rate" shall mean the rate published from time to time in The Wall Street
Journal as the “U.S. Prime Rate” or, in the event The Wall Street Journal ceases to be
published, goes on strike, is otherwise not published or ceases publication of "Prime
Rates," the base, reference or other rate then designated by the Bank, in its sole
discretion, for general commercial loan reference. The Prime Rate is not necessarily the
lowest or best rate of interest offered by the Bank to any borrower or class of borrowers.
"Prior Loan" shall mean the loan from the Fifth Third Bank to the Agency
evidenced by the outstanding Collier County Community Redevelopment Agency
Taxable Note (Fifth Third Bank), Series 2013.
"Reserve Requirement" shall mean one-half (1/2) of the Maximum Annual Debt
Service on the Series 2017 Note.
"Resolution" shall mean the resolution adopted by the Agency on February 28,
2017, which among other things authorized the execution and delivery of this Loan
Agreement and the issuance of the Series 2017 Note.
"Secretary" shall mean Clerk of the Circuit Court of Collier County, Florida and
Ex-Officio Clerk to the Board of Commissioners of Collier County, Florida, acting in his
capacity as Secretary to the Agency, or his duly authorized designee.
"Series 2017 Note" shall mean the Collier County Community Redevelopment
Agency Taxable Note (TD Bank, N.A.), Series 2017 authorized by the Resolution and
more particularly described in Article III hereof.
"State" shall mean the State of Florida.
"Transfers In" shall mean those transfers into the Agency's special revenue fund
currently shown in the Annual Audit as "Other Financing Sources", or such other term or
terms subsequently used to describe such transfers.
SECTION 1.02. INTERPRETATION. Unless the context clearly requires
otherwise, words of masculine gender shall be construed to include correlative words of
the feminine and neuter genders and vice versa, and words of the singular number shall
be construed to include correlative words of the plural number and vice versa. Any
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capitalized terms used in this Agreement not herein defined shall have the meaning
ascribed to such terms in the Resolution. This Agreement and all the terms and
provisions hereof shall be construed to effectuate the purpose set forth herein and to
sustain the validity hereof.
SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the
articles and sections of this Agreement, which have been inserted for convenience of
reference only and are not to be considered a part hereof, shall not in any way modify or
restrict any of the terms and provisions hereof, and shall not be considered or given any
effect in construing this Agreement or any provision hereof or in ascertaining intent, if
any question of intent should arise.
[Remainder of page intentionally left blank]
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ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS;
SECURITY FOR SERIES 2017 NOTE
SECTION 2.01. REPRESENTATIONS BY THE AGENCY. The Agency
represents, warrants and covenants that:
(A) The Agency is a community redevelopment agency duly organized and
validly existing under the laws of the State. Pursuant to the Resolution, the Agency has
duly authorized the execution and delivery of this Agreement, the performance by the
Agency of all of its obligations hereunder, and the issuance of the Series 2017 Note in the
aggregate principal amount of $__________.
(B) The Agency has complied with all of the provisions of the Constitution and
laws of the State, including the Act, and has full power and authority to enter into and
consummate all transactions contemplated by this Agreement or under the Series 2017
Note, and to perform all of its obligations hereunder and under the Series 2017 Note and,
to the best knowledge of the Agency, the transactions contemplated hereby do not
conflict with the terms of any statute, order, rule, regulation, judgment, decree,
agreement, instrument or commitment to which the Agency is a party or by which the
Agency is bound.
(C) The Agency is duly authorized and entitled to issue the Series 2017 Note
and enter this Agreement and, when issued in accordance with the terms of the
Resolution and this Agreement, the Series 2017 Note and the Agreement will each
constitute legal, valid and binding obligations of the Agency enforceable in accordance
with their respective terms, subject as to enforceability to bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors' rights generally, or
by the exercise of judicial discretion in accordance with general principles of equity.
(D) There are no actions, suits or proceedings pending or, to the best knowledge
of the Agency, threatened against or affecting the Agency, at law or in equity, or before
or by any governmental authority, that, if adversely determined, would materially impair
the ability of the Agency to perform the Agency's obligations under this Agreement or
under the Series 2017 Note.
(E) As of the date hereof, no outstanding indebtedness of the Agency exists
other than the Prior Loan and any interest accrued thereon.
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE BANK. The Bank hereby represents, warrants and agrees that
it is a national banking association authorized to execute and deliver this Agreement and
to perform its obligations hereunder, and such execution and delivery will not constitute a
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violation of its charter, articles of association or bylaws. Pursuant to the terms and
provisions of this Agreement, the Bank agrees to provide the loan evidenced by the
Series 2017 Note to the Agency for the purpose of refinancing the Prior Loan.
SECTION 2.03. SERIES 2017 NOTE NOT TO BE INDEBTEDNESS OF
THE AGENCY, COUNTY OR STATE. The Series 2017 Note, when delivered by the
Agency pursuant to the terms of this Agreement, shall not be or constitute an
indebtedness of the Agency, the County, the State of Florida or any political subdivision
or agency thereof, within the meaning of any constitutional, statutory or charter
limitations of indebtedness, but shall be secured solely by and payable from the Pledged
Funds, as herein provided. The Bank shall never have the right to compel the exercise of
the ad valorem taxing power of the Agency or the County, or taxation in any form on any
property therein to pay the Series 2017 Note or the interest thereon. The Series 2017
Note is a special and limited obligation payable as to principal and interest secured solely
by and payable from the Pledged Funds.
SECTION 2.04. SECURITY. The Series 2017 Note shall be secured by and
payable from the Pledged Funds. The Agency does hereby irrevocably pledge and grant
a lien on the Increment Tax Revenues and a pledge of the Pledged Funds to the payment
of the principal of and interest on the Series 2017 Note in accordance with the provisions
hereof.
SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-
AD VALOREM REVENUES. To the extent the Increment Tax Revenues are
insufficient to pay Annual Debt Service on the Series 2017 Note for any Fiscal Year, the
Agency covenants and agrees to appropriate in its annual budget, by amendment, if
necessary, from Non-Ad Valorem Revenues in each Fiscal Year, amounts which shall be
sufficient to pay the Annual Debt Service on the Series 2017 Note and/or to replenish the
Debt Service Reserve Fund to the extent of any deficiency therein. Such covenant and
agreement on the part of the Agency to budget and appropriate such amounts of Non-Ad
Valorem Revenues shall be cumulative to the extent not paid, and shall continue until
such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to
make all such required payments and replenishments shall have been budgeted,
appropriated and actually paid. Notwithstanding the foregoing covenant of the Agency,
the Agency does not covenant to maintain any services or programs, now provided or
maintained by the Agency, which generate Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge
of such Non-Ad Valorem Revenues, nor does it preclude the Agency from pledging in
the future its Non-Ad Valorem Revenues, nor does it require the Agency to levy and
collect any particular Non-Ad Valorem Revenues. Such covenant to budget and
appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of
obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or
hereafter entered into (including the payment of debt service on other debt instruments).
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However, the covenant to budget and appropriate in its annual budget for the purposes
and in the manner stated herein shall have the effect of making available for the payment
of debt service on the Series 2017 Note and the replenishment of the Debt Service
Reserve Fund in the manner described herein and in the Resolution Non-Ad Valorem
Revenues and placing on the Agency a positive duty to appropriate and budget, by
amendment, if necessary, amounts sufficient to meet its obligations hereunder.
SECTION 2.06. PAYMENT COVENANT. The Agency covenants that it
shall duly and punctually pay from the Pledged Funds the principal of and interest on the
Series 2017 Note at the dates and place and in the manner provided herein and in the
Series 2017 Note according to the true intent and meaning thereof and all other amounts
due under this Agreement.
SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX
REVENUES. The pledging of the Increment Tax Revenues in the manner provided
herein shall not be subject to repeal, modification or impairment by any subsequent
ordinance, resolution, agreement or other proceedings of the Agency or the County. The
Agency covenants to do all things necessary or required on its part by the Act, or other
applicable provisions of the law, to maintain the levy, collection and receipt of the
Increment Tax Revenues. The Agency shall exercise all legally available remedies to
enforce such levy, collection and receipt now or hereafter available under law. The
Agency agrees not to cause or allow the boundaries of the Community Redevelopment
Area to be decreased or the Agency to cease to exist without the prior written consent of
the Bank.
SECTION 2.08. ISSUANCE OF ADDITIONAL INDEBTEDNESS. No
additional Agency Debt may be issued that is payable on a senior basis to the Series 2017
Note without the prior written consent of the Bank. No additional Agency Debt payable
on parity with the Series 2017 Note shall be issued except upon the conditions and in the
manner herein provided. No such parity Agency Debt shall be issued unless the
following conditions are complied with:
(A) The Secretary shall certify that the amount of Increment Tax Revenues plus
Non-Ad Valorem Revenues plus Transfers In minus Operating Expenses for the Fiscal
Year immediately preceding the issuance of said additional Agency Debt were equal to at
least 150% of the Maximum Annual Debt Service of the Series 2017 Note, any other
outstanding parity Agency Debt and the additional Agency Debt then proposed to be
issued.
(B) For the purpose of determining the Maximum Annual Debt Service under
this Section 2.08, the interest rate on additional Agency Debt that is proposed to be issued
as variable rate Agency Debt shall be deemed to be the Bond Buyer Revenue Bond Index
most recently published prior to the sale date of such additional Agency Debt.
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Packet Pg. 242 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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(C) For the purpose of determining the Maximum Annual Debt Service under
this Section 2.08, the interest rate on outstanding variable rate Agency Debt shall be
deemed to be (i) if such variable rate Agency Debt has been outstanding for at least
12 months prior to the date of sale of such additional Agency Debt, the highest of (a) the
actual rate of interest borne by such variable rate Agency Debt on the date of sale, and
(b) the average interest rate borne by such variable rate Agency Debt during the 12-
month period preceding the date of sale, or (ii) if such variable rate Agency Debt has not
been outstanding for at least 12 months prior to the date of sale of such variable rate
Agency Debt, the higher of (a) the actual rate of interest borne by the variable rate
Agency Debt on the date of sale, and (b) the Bond Buyer Revenue Bond Index most
recently published prior to the sale of such variable rate Agency Debt.
(D) In the event any additional Agency Debt is issued for the purpose of
refunding any parity Agency Debt then outstanding, the conditions of Section 2.08(A)
shall not apply, provided that the issuance of such additional Agency Debt shall result in
a reduction of the Annual Debt Service in each year.
SECTION 2.09. DEBT SERVICE COVERAGE RATIO. The Agency
agrees to maintain a Debt Service Coverage Ratio of 1.15, so long as the Series 2017
Note is outstanding hereunder.
SECTION 2.10. DEBT SERVICE RESERVE FUND. The Agency shall
establish and maintain with the Bank so long as the Series 2017 Note is outstanding a
separate fund to be known as the "Debt Service Reserve Fund – Series 2017 Note."
Moneys on deposit in the Debt Service Reserve Fund shall be used only to pay the
Annual Debt Service on the Series 2017 Note to the extent the other Pledged Funds are
insufficient therefor.
Except as otherwise provided in this Section 2.10, moneys in the Debt Service
Reserve Fund are required to be maintained in an amount equal to the Reserve
Requirement. The investments in the Debt Service Reserve Fund shall be valued at their
market value annually as of September 30 of each Fiscal Year. If at the time of any
valuation the amount on deposit in the Debt Service Reserve Fund is less than the
Reserve Requirement as a result of a decline in the market value of investments in the
Debt Service Reserve Fund, the Agency shall deposit to the Debt Service Reserve Fund
from the Pledged Funds the amount necessary to restore the amount on deposit in the
Debt Service Reserve Fund to the Reserve Requirement within 120 days following the
date on which the Agency determines such deficiency. If the amount on deposit in the
Debt Service Reserve Fund is less than the Reserve Requirement as a result of the Debt
Service Reserve Fund having been drawn upon to pay any principal or interest on the
Series 2017 Note, the Agency shall deposit in the Debt Service Reserve Fund the amount
which was withdrawn within three (3) months.
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Packet Pg. 243 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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SECTION 2.11. PROVISION OF FINANCIAL INFORMATION. The
Agency will furnish to the Bank a copy of the Annual Audit, including financial
information concerning the Agency, and all standard statements for a Comprehensive
Annual Financial Report, prepared by a certified public accountant acceptable to the
Bank, within 210 days of the close of each Fiscal Year, which report shall show the
Increment Tax Revenues collected and Non-Ad Valorem Revenues for such Fiscal Year;
provided, however, if such Annual Audit is not complete within 210 days of the close of
any Fiscal Year, it will not be considered a breach of this covenant if the Agency shall
furnish the Bank a copy of its unaudited financial statements for such Fiscal Year within
210 days of the close of the Fiscal Year. The Agency shall provide the Bank with a copy
of the annual budget of the Agency each year within 30 days of the final adoption of such
budget. The Agency shall also provide the Bank with the most recent taxable assessed
value for the Community Redevelopment Area within 210 days of the close of each
Fiscal Year.
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Packet Pg. 244 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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ARTICLE III
DESCRIPTION OF SERIES 2017 NOTE; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2017 NOTE. (A) The
Agency hereby authorizes the issuance and delivery of the Series 2017 Note to the Bank
which Note shall be in an amount equal to ______________________ THOUSAND
AND 00/100 DOLLARS ($__________) and shall be designated as the "Collier County
Community Redevelopment Agency Taxable Note (TD Bank, N.A.), Series 2017." The
text of the Series 2017 Note shall be substantially in the form attached hereto as
Exhibit A, with such omissions, insertions and variations as may be necessary and
desirable to reflect the particular terms of the Series 2017 Note. The provisions of the
form of the Series 2017 Note are hereby incorporated in this Agreement.
(B) The Series 2017 Note shall be dated the date of its delivery. The
Series 2017 Note shall be executed in the name of the Agency by the manual signature of
the Chairman and attested by the manual signature of the Secretary. In case any one or
more of the officers, who shall have signed the Series 2017 Note, shall cease to be such
officer of the Agency before the Series 2017 Note so signed shall have been actually
delivered, such Series 2017 Note may nevertheless be delivered as herein provided and
may be issued as if the person who signed such Series 2017 Note had not ceased to hold
such office.
(C) The Series 2017 Note shall bear interest from its date of issuance at the
Interest Rate (calculated on the basis of a 360-day year consisting of twelve 30-day
months). Interest on the Series 2017 Note shall be payable on the first day of each
month, commencing April 1, 2017 (each an "Interest Payment Date") so long as any
amount under the Series 2017 Note remains outstanding. Principal of the Series 2017
Note shall be payable on the first day of each month, commencing April 1, 2017 (each a
"Principal Payment Date"), through and including the Final Maturity Date. The full
outstanding principal balance of the Series 2017 Note shall become due and payable on
the Final Maturity Date. The scheduled principal payments shall be set forth in the
Series 2017 Note.
(D) All payments of principal of and interest on the Series 2017 Note shall be
payable in any coin or currency of the United States which, at the time of payment, is
legal tender for the payment of public and private debts and shall be made to the Bank by
automated debit or in such other manner as the Agency and the Bank shall agree upon in
writing. If any Interest Payment Date or Principal Payment Date is not a Business Day,
the corresponding payment shall be due on the next succeeding Business Day.
(E) The Agency agrees to pay any legal fees or out-of-pocket expenses of the
Bank associated with the issuance of the Series 2017 Note, which fees and expenses shall
11.A.b
Packet Pg. 245 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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not exceed $5,000.00. The Bank shall pay for all of its other costs relating to making and
servicing the term loan.
SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2017 Note may
be prepaid at any time prior to the Final Maturity Date, at the option of the Agency, from
any moneys legally available therefor, upon notice as provided herein, in whole or in part
at any time or from time to time, without a prepayment premium, by paying to the Bank
all or a part of the principal amount of the Series 2017 Note to be prepaid, together with
the unpaid interest accrued on the amount of principal so prepaid to the date of such
prepayment.
Any prepayment shall be made on such date and in such principal amount as shall
be specified by the Agency in a written notice provided to the Bank not less than ten (10)
days prior thereto by first class mail. Notice having been given as aforesaid, the amount
of principal of the Series 2017 Note stated in such notice or the whole thereof, as the case
may be, shall become due and payable on the date of prepayment stated in such notice,
together with interest accrued and unpaid to the date of prepayment on the principal
amount then being paid. If on the date of prepayment moneys for the payment of the
principal amount to be prepaid on the Series 2017 Note, together with interest to the date
of prepayment on such principal amount shall have been paid to the Bank as above
provided, then from and after the date of prepayment, interest on such prepaid principal
amount of the Series 2017 Note shall cease to accrue. If said money shall not have been
so paid on the date of prepayment, such principal amount of the Series 2017 Note shall
continue to bear interest until payment thereof at the Interest Rate.
Any partial prepayments shall be allocated to the principal payment schedule as
directed by the Agency in its discretion. The Bank shall make appropriate notations in its
records indicating the amount and date of any such prepayment and shall promptly
transmit an acknowledgment to the Agency indicating the amount and date of such
prepayment and the revised principal payment schedule.
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Packet Pg. 246 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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ARTICLE IV
CONDITIONS FOR ISSUANCE OF THE SERIES 2017 NOTE
SECTION 4.01. CONDITIONS FOR ISSUANCE. (A) In connection with
the issuance of the Series 2017 Note, the Bank shall not be obligated to purchase the
Series 2017 Note pursuant to this Agreement unless at or prior to the issuance thereof the
Agency delivers to the Bank the following items in form and substance acceptable to the
Bank and Bond Counsel:
(i) An opinion of Bond Counsel in form and substance to the effect that
the Series 2017 Note has been duly authorized by the Agency and is an
enforceable obligation in accordance with its terms (enforceability of it may be
subject to standard bankruptcy exceptions and the like); and
(ii) Such additional certificates, opinions, instruments and other
documents as the Bank or Bond Counsel may deem necessary or appropriate.
(B) The Agency shall apply the proceeds of the Series 2017 Note, together with
other legally available moneys of the Agency, to pay the Prior Loan in full on the date of
issuance of the Series 2017 Note.
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11.A.b
Packet Pg. 247 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be
deemed to have occurred under this Agreement if:
(A) The Agency shall fail to make timely payment of principal or interest then
due on the Series 2017 Note;
(B) Any representation or warranty of the Agency contained in Article II of this
Agreement or any certificate provided the Bank under Article IV shall prove to be untrue
in any material respect;
(C) Any covenant of the Agency contained in this Agreement shall be breached
or violated for a period of sixty (60) days after the Agency's notice of such breach or
violation, unless the Bank shall agree in writing, in its sole discretion, to an extension of
such time prior to its expiration;
(D) There shall occur the dissolution or liquidation of the Agency, or the filing
by the Agency of a voluntary petition in bankruptcy, or the commission by the Agency of
any act of bankruptcy, or adjudication of the Agency as a bankrupt, or assignment by the
Agency for the benefit of its creditors, or appointment of a receiver for the Agency, or the
entry by the Agency into an agreement of composition with its creditors, or the approval
by a court of competent jurisdiction of a petition applicable to the Agency in any
proceeding for its reorganization instituted under the provisions of the Federal
Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now
be in effect or hereafter amended.
(E) There is a final, non-appealable judgment rendered against the Agency in
an amount exceeding $3,000,000 that is not covered by insurance of the Agency or the
County.
SECTION 5.02. REMEDIES. If any event of default shall have occurred and
be continuing, the Bank or any trustee or receiver acting for the Bank may either at law or
in equity, by suit, action, mandamus or other proceedings in any court of competent
jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida,
or granted and contained in this Agreement, and may enforce and compel the
performance of all duties required by this Agreement or by any applicable statutes to be
performed by the Agency or by any officer thereof. No remedy herein conferred upon or
reserved to the Bank is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by statute.
Upon the occurrence of an Event of Default under Section 5.01(A) hereof that the
Agency does not cure within fifteen (15) days, the Bank shall have the right to declare the
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Packet Pg. 248 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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entire outstanding principal amount of the Series 2017 Note to be immediately due and
payable.
After the occurrence of an Event of Default under Section 5.01 hereof, the
Series 2017 Note shall bear interest at the Default Rate until such Event of Default is
cured. If any pa yment due to the Bank is more than fifteen (15) days overdue, the
Agency shall pay to the Bank a late charge of six percent (6%) of the amount overdue.
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11.A.b
Packet Pg. 249 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THE AGREEMENT. This Agreement shall not be amended, changed or modified
without the prior written consent of the Bank and the Agency.
SECTION 6.02. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which, when so executed and delivered, shall be an
original; but such counterparts shall together constitute but one and the same Agreement,
and, in making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart.
SECTION 6.03. SEVERABILITY. If any clause, provision or section of this
Agreement shall be held illegal or invalid by any court, the invalidity of such provisions
or sections shall not affect any other provisions or sections hereof, and this Agreement
shall be construed and enforced to the end that the transactions contemplated hereby be
effected and the obligations contemplated hereby be enforced, as if such illegal or invalid
clause, provision or section had not been contained herein.
SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full
force and effect from the date hereof and shall continue in effect as long as the
Series 2017 Note is outstanding.
SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the
Agency becomes aware of the same, the Agency will notify the Bank of (a) any change in
any material fact or circumstance represented or warranted by the Agency in this
Agreement or in connection with the issuance of the Series 2017 Note, and (b) any
default or event which, with notice or lapse of time or both, could become a default under
the Agreement, specifying in each case the nature thereof and what action the Agency has
taken, is taking and/or proposed to take with respect thereto.
SECTION 6.06. NOTICES. Any notices or other communications required
or permitted hereunder shall be sufficiently given if delivered personally or sent
registered or certified mail, postage prepaid, to Collier County Community
Redevelopment Agency, Bayshore/Gateway Triangle Community Redevelopment Area,
3570 Bayshore Drive, Unit 102, Naples, Florida 34112, Attention: Chairman and the
Secretary, with a copy to County Manager, Collier County Government Complex, 3301
East Tamiami Trail, Building F, Naples, Florida 34112, and to the Bank, TD Bank, N.A.,
255 Alhambra Circle, 2nd Floor, Coral Gables, FL 33134, Attention: Delle Joseph, or at
such other address as shall be furnished in writing by any such party to the other, and
shall be deemed to have been given as of the date so delivered or deposited in the United
States mail.
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Packet Pg. 250 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of
Florida shall govern this Agreement.
SECTION 6.08. WAIVER OF JURY TRIAL. Each party waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by jury in
respect of any proceedings relating to this Agreement.
SECTION 6.09. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Resolution are hereby incorporated herein by reference as if said
Resolution was fully set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
COLLIER COUNTY COMMUNITY
REDEVELOPMENT AGENCY
By:
Donna Fiala, Chairman
ATTEST:
By:
Secretary
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Legal Counsel
TD BANK, N.A.
By:
Title: Senior Vice President
11.A.b
Packet Pg. 251 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
A-1
EXHIBIT A
FORM OF SERIES 2017 NOTE
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY
TAXABLE NOTE (TD BANK, N.A.), SERIES 2017
Interest Final
Rate Date of Issuance Maturity Date
3.56% March 2, 2017 March 1, 2027
COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY,
FLORIDA (the "Agency"), for value received, hereby promises to pay, solely from the
Pledged Funds described in the within mentioned Agreement, to the order of TD Bank,
N.A., or its successors or assigns (the "Bank"), the principal sum of
________________________________ AND 00/100 DOLLARS ($__________)
pursuant to that certain Loan Agreement by and between the Bank and the Agency, dated
as of March 2, 2017 (the "Agreement"), and to pay interest on the outstanding principal
amount hereof from the Date of Issuance set forth above, or from the most recent date to
which interest has been paid, at the Interest Rate (as defined in the Agreement), on the
first day of each month, commencing April 1, 2017 (each an "Interest Payment Date"), so
long as any amount under this Note remains outstanding; provided, however, if such
Interest Payment Date is not a Business Day (as defined in the Agreement), then such
payment shall be due and payable on the next succeeding Business Day. Principal of this
Note shall be payable on the first day of each month, commencing April 1, 2017, in the
amounts set forth on Appendix I attached hereto through the Final Maturity Date set forth
above. The full outstanding principal balance of this Note shall become due and payable
on the Final Maturity Date. The principal and interest on this Note is payable in any coin
or currency of the United States of America which, at the time of payment, is legal tender
for the payment of public and private debts.
This Note is issued under the authority of and in full compliance with the
Constitution and statutes of the State of Florida, including, particularly, Chapter 163,
Part III, Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of
law, a resolution duly adopted by the Agency on February 28, 2017 (the "Resolution"), as
such Resolution may be amended and supplemented from time to time, and is subject to
all terms and conditions of the Resolution and the Agreement. Any term used in this
Note and not otherwise defined shall have the meaning ascribed to such term in the
Agreement.
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Packet Pg. 252 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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This Note is being issued to refinance the amount outstanding under an existing
loan agreement, as described in the Agreement.
This Note shall be secured by and payable from the Pledged Funds as described
and provided for in the Agreement. The Agency has irrevocably pledged the Pledged
Funds to the payment of the principal of and interest on this Note in accordance with the
provisions of the Agreement.
This Note shall bear interest at the Interest Rate identified above on the basis of a
360-day year consisting of twelve 30-day months.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for, charged or received) exceed the maximum rate of interest
allowed under the State of Florida as presently in effect.
All payments made by the Agency hereon shall apply first to accrued interest, and
then to the principal amount then due on this Note.
The Agency may prepay this Note as a whole or in part, at any time or from time
to time, by paying to the Bank all or part of the outstanding principal amount thereof,
together with the unpaid interest accrued on the amount of principal so prepaid to the date
of such prepayment, without prepayment premium. Each prepayment of the Note shall
be made on such date and in such principal amount as shall be specified by the Agency in
a written notice delivered to the Bank not less than ten (10) days prior thereto, all in
accordance with the provisions of the Agreement. All of the prepayment provisions
contained in Section 3.02 of the Agreement shall apply with respect to this Note.
This Note, when delivered by the Agency pursuant to the terms of the Agreement
and the Resolution, shall not be or constitute an indebtedness of the Agency, Collier
County or of the State of Florida, within the meaning of any constitutional, statutory or
charter limitations of indebtedness, but shall be payable solely from the Pledged Funds,
as provided in the Agreement and the Resolution. The Bank shall never have the right to
compel the exercise of the ad valorem taxing power of the Agency or the State, or
taxation in any form of any property therein to pay the Note or the interest thereon.
All acts, conditions and things required to happen, exist and be performed
precedent to and in the issuance of this Note have happened, exist and have been
performed as so required.
IN WITNESS WHEREOF, the Agency caused this Note to be signed by the
manual signature of the Chairman of its Governing Body and attested by the manual
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Packet Pg. 253 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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signature of the Secretary to the Agency, and this Note to be dated the Date of Issuance
set forth above.
COLLIER COUNTY COMMUNITY
REDEVELOPMENT AGENCY
By:
Donna Fiala, Chairman
ATTEST:
By:
Secretary
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Legal Counsel
11.A.b
Packet Pg. 254 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
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APPENDIX I
PRINCIPAL REPAYMENT SCHEDULE
Date Principal Amount Date Principal Amount
11.A.b
Packet Pg. 255 Attachment: 11C BOCC Resolution Exhibit A - Loan Agreement final (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway
255 Alhambra Circle
Suite 404
Coral Gables, FL
33134
305 448-6992
305 448-7131 fax
www.pfm.com
January 31, 2017
Memorandum
To: Collier County, (Florida) Community Redevelopment Agency
From: Public Financial Management, Inc.
PFM Financial Advisors LLC
Re: Plan of Finance – Taxable Note, Series 2017
The purpose of this memorandum is to provide the basis for the recommended plan of finance for Collier County,
(Florida) Community Redevelopment Agency (the “Agency” or “CRA”) and to summarize the proposals received
for the Agency’s Request for Quotes for the Taxable Note, Series 2017 (the “2017 Note”).
PFM, working alongside County and Agency officials, continually evaluates the existing debt portfolio for
opportunities to reduce debt service costs, remove onerous provisions, or otherwise create benefit to the County.
One such opportunity was refinancing the Agency’s outstanding Collier County Community Redevelopment
Agency Taxable Note (Fifth Third Bank), Series 2013 (the “2013 Note”). The total outstanding amount of the
2013 Note as of the anticipated closing date (March 2, 2017) will be approximately $5.2 million. The existing
2013 Note was structured with monthly principal payments of $41,988 through May 1, 2018 and a final principal
payment of $4,623,973 on June 1, 2018. The 2013 Note was issued structured with a large final principal
payment that was planned to be refinanced and rolled out to a later date before its maturity. PFM, along with the
Agency, analyzed different financing structures to achieve the goal of refinancing the 2013 Note to (a) extend the
final maturity, (b) change the financing from variable rate to fixed rate, and (c) create a level debt service
structure. In order to access the capital markets the County and Agency determined that a Bank Note, as
opposed to a public bond offering, would serve to implement the plan of finance in the most effective manner.
This determination is based on: the desire to expedite the refinancing in order to capture current market
conditions as well as lock the rate as soon as possible; minimize the administrative requirements compared to a
public offering; and reduce the costs of issuance compared to a public offering.
PFM worked with the County to draft the Request for Quote (“RFQ”) for the 2017 Note prior to its release. PFM
then emailed the RFQ to a broad pool of financing entities that we know to be active in the municipal space. The
size of the loan (up to approximately $5.5 million) and average life (approximately 5.3 years) are generally
consistent with parameters typically seen in bank notes, and such parameters would attract interest from the bank
lending community and yield the Agency with a favorable result. It should also be noted that while the Agency
preferred a fixed rate structure, proposers were permitted to provide a variable rate option as well. On January
19th, seven (7) quotes were submitted by various banking institutions. A summary of the proposing firms, along
with the key points from each proposal is included as an attachment to this memorandum.
After review of the bank offers and discussion among the County’s finance team, the proposal from TD Bank, N.A.
was considered the most attractive. On January 27th, PFM re-calculated the interest rates proposed by the five (5)
banks which were not locked at the time of submission, or reached out to those banks that did not provide a
calculation formula, to ensure TD Bank, N.A.’s proposal was still the best option. Based on the updated interest
rate calculation, TD Bank, N.A.’s 3.56% locked interest rate with a final maturity of 2027, with an estimated an All-
In True Interest Cost of 3.75% was still the best proposal. Importantly, please note that the TD Bank, N.A. rate is
locked through the anticipated closing date of the transaction (expected March 2nd and could be as late as March
13th). As requested in the RFQ, TD Bank, N.A. provided the Agency the option to pre-pay the 2017 Note without
penalty at any time, allowing maximum flexibility if an early prepayment is desired. Finally, the County’s legal
team has reviewed the terms in the TD Bank , N.A. proposal and, after clarifying a couple minor items, is satisfied
that they are consistent with the existing terms and covenants in the County’s prior bond resolution.
Please feel free to contact us should you have any questions or comments prior to the Commission meeting to
approve the transaction.
11.A.c
Packet Pg. 256 Attachment: Collier Bayshore CRA - Plan of Finance memo (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway Triangle Loan
Collier County, (Florida) Community Redevelopment AgencyTaxable Note, Series 2017 RFQ SummaryCapital BankFlorida Community BankJP Morgan PNC BankProposal RequirementsContact InformationMeriem L. AllgoodSenior Vice President6435 Naples Blvd.Naples, Florida 34109O: 239-552-1018meriem.allgood@capitalbank-us.comJim MitchellVice President2325 Vanderbilt Beach RoadNaples, Florida 34109O: 239-552-1819jmitchell@fcb1923.comRalph HildevertExecutive Director1450 Brickell Avenue, Floor 33Miami, Florida 33131O: 305-579-9320ralph.hildevert@jpmorgan.comNick AyotteVice President16740 San Carlos BoulevardFort Myers, Florida 33908O: 239-437-3736nicholas.ayotte@pnc.comFinal Maturity3/1/2027 3/1/2027 3/1/2027 3/1/2027Taxable Interest RateFixed: 4.30%Option A: Fixed: 5.38%Option B: Fixed: 4.59% (Rate reset after 5 years with a max reset rate of 5.38%)Indicative Fixed:Option A: 3.30% (Make Whole Call)Option B: 3.65% (4/1/2018 Par Call)Option C: 3.52% (4/1/2019 Par Call)Option A: Indicative Fixed: 4.233%Option B: Variable Rate: 1-Month LIBOR + 225 bpsCalculationN/AOption A: 10 Year Treasury plus 305 bps Option B: 5 Year Treasury plus 275 bpsNot Provided Option A: Not ProvidedRate Locked to Closing, or Date to be setRate locked for 60 daysBoth fixed rates above valid through March 2, 2017 unless the treasury index increases by more than 10 bpsIndicative rates are as of January 17, 2017, and are subject to change daily until a written rate lock letter is executed Option A: Indicative rates are as of January 19, 2017 and the final fixed rate will be set 3 days prior to closing, Rate Lock is availableOption B: N/APrepayment PenaltyNon-Callable No prepayment penaltyOption A: Make Whole CallOption B: Par Call on or after 4/1/2018Option C: Par Call on or after 4/1/2019Option A: Make Whole ProvisionOption B: No prepayment penaltyLegal/Other FeesOrigination Fee: $2,500Bank Attorney Fee: $5,000$5,500 $6,500 $7,500 Other Conditions(i) Debt Service Reserve equal to half of MADS(ii) Must maintain DSCR of 1.15(iii) Commitment will expire February 28, 2017 and Loan must close by March 19, 2017(i) If land is sold, proceeds shall be applied within 30 days(ii) City must provide audited financial statements within 210 days of the end of the fiscal year and the annual budget within 45 days of commencement(iii) Default rate of Bank's Prime Rate plus 5%(iv) Must not reduce the level of Increment Tax Revenues received or decrease CRA boundaries(v) The CRA shall not issue any indebtedness without written consent of FCB (vi) Must maintain DSCR of 1.15(vii) Debt Service Reserve equal to 25% of MADS deposited at FCB(i) Base Rate: The higher of (i) Bank's Prime Rate and (ii) 2.5% + one month Adjusted LIBOR Rate(ii) Default Rate: Base Rate + 4.00%(iii) City is required to provide its CAFR within 180 days of the fiscal year end(iv) Debt Service Reserve equal to half of MADS(v) Must maintain DSCR of 1.15(vi) Terms subject to purchaser's final due diligence and review(vii) Subject to acceleration upon event of default(viii) The CRA shall not issue any indebtness without written consent of JP Morgan(ix) Bank may sell, assign, pledge or transfer Note without limitation(i) Option to split the Loan exposure between fixed rate and variable rate options(ii) Default rate: Prime + 3.00%(iii) City agrees to provide its CAFR within 210 days of the close of each fiscal year(iv) Proposal expires March 2, 2017 and the Facility must close no later than this date unless otherwise extended by the Bank(v) Must maintain DSCR of 1.15(vi) Debt Service Reserve equal to half of MADS deposited at PNC(vii) Indemnification languagePrepared by: Public Financial Management, Inc.1/31/201711.A.c
Packet Pg. 257 Attachment: Collier Bayshore CRA - Plan of Finance memo (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway Triangle Loan
Collier County, (Florida) Community Redevelopment AgencyTaxable Note, Series 2017 RFQ SummaryProposal RequirementsContact InformationFinal MaturityTaxable Interest RateCalculationRate Locked to Closing, or Date to be setPrepayment PenaltyLegal/Other FeesOther ConditionsRenasant BankSeaside National Bank & TrustTD BankNancy JordanCommercial Relationship Manager4373 W. Newberry RoadGainesville, Florida 32607O: 352-224-1934nancy.jordan@renasant.comGeorge MaddenClient Advisor201 South Orange Avenue, Suite 1350Orlando, Florida 32801O: 352-250-7306gmadden@seasidebank.comDelle JosephSenior Vice PresidentAlhambra Circle, 2nd FloorCoral Gables, Florida 33134O: 305-441-5692delleperche.joseph@td.com3/1/2027 3/1/2027 3/1/2027Option A: Indicative Fixed: 4.88%Option B: Variable 30-day LIBOR + 260 bpsIndicative Fixed: 4.17%Indicative Fixed: 3.13%Option A: 10 Year Swap Rate + 260 bps 10 Year Treasury + 175 bpsGreater of: 10 Year H-15 Swap + 91 bps or 10 Year Treasury Rate + 80 bpsN/AIndicative rate is as of January 19, 2017 and is subject to change, actual rate will be set two days prior to closingRate Lock available for 30 days (additional 2 bps) and for 45 days ( additional 3 bps)Option A: Par Call option available for additional 98 bpsOption B: No prepayment penaltyNo prepayment PenaltyPrepayable at any time in full or part + a "Yield Maintenance Fee", or Prepayable without penalty for additional 23 bpsOrigination Fee: $19,250Legal Fee: $7,500$5,000 $5,000 (i) Must provide audited financials due within180 days after fiscal year end, and budget within 30 days of the beginning of each fiscal year(ii) Must maintain DSCR of 1.15(iii) Debt Service Reserve equal up to half of MADS(iv) Proposal expires February 28, 2017(i) Debt Service Reserve equal to $325,000, must be maintained and held at Seaside(ii) Must provide audited financial within 180 days and annual budget within 30 days of adoption(iii) Must maintain DSCR of 1.15(iv) Default rate of Note Rate plus 350 bps(i) Default Rate: 6% in excess of Bank's Prime Rate(ii) Late fee of 6% if 15 days past due(iii) Provide audited financial statements within 210 days of FY end, annual budget within 30 days of adoption, TAV of CRA within 210 days of FY end(iv) Must maintain DSCR of 1.15(v) Additional Bonds Test: 1.50x MADS (vi) Debt Service Reserve equal to half of MADS held at TD Bank, shall be replenished within 3 months if ever invaded(vii) Capital adequacy language (can be waived for 10 bps)(viii) Subject to changes in the corporate tax rate (can be waived for 7 to 10 bps)(ix) Debt service payments settled via auto debit(x) Acceleration in the event of payment defaultPrepared by: Public Financial Management, Inc.1/31/201711.A.c
Packet Pg. 258 Attachment: Collier Bayshore CRA - Plan of Finance memo (2726 : Community Redevelopment Agency (CRA) Bayshore Gateway Triangle Loan