HomeMy WebLinkAboutDocumentation_Regular_Tab 14_1/14/2021Agenda Item #14.
Regular Council
STAFF MEMO
Meeting: Regular Council - Jan 14 2021
Staff Contact: Hugh Dunkley, Finance Director Department: Finance
_TITLE
RESOLUTION NO. 07-21, A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA AUTHORIZING ISSUANCE OF A CAPITAL IMPROVEMENT REVENUE
NOTE OF THE VILLAGE AND THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN
THE AGGREGATE AMOUNT NOT TO EXCEED $7,000,000 TO FINANCE VARIOUS CAPITAL
IMPROVEMENTS; ACCEPTING THE PROPOSAL OF LENDER; APPROVING THE FORM OF
LOAN AGREEMENT AND NOTE; PROVIDING FOR THE PAYMENT OF SUCH NOTE FROM THE
NON -AD VALOREM FUNDS OF THE VILLAGE; PROVIDING FOR REPEAL OF INCONSISTENT
PROVISIONS; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE; AND FOR
OTHER PURPOSES.
In furtherance of the Village's Capital Improvement Plan, staff issued Request for Proposals (RFP)
No. FIN10-20 for Bank Loan Financing, Capital Improvement Revenue Note, Series 2021. The main
purpose of this solicitation was to obtain financing for various projects that were identified in the
Village's Capital Improvement Plan — namely (1) construction of a new recreation center; (2) various
street, roadway and other public work improvements; and (3) other parks and recreational
improvements. The following is a detailed timeline of the above solicitation:
1 Milestone , Date
Issuance of RFP
November 16, 2020
RFP Proposal Due Date
December 16, 2020
Evaluation Committee Meeting
December 18, 2020
Notice of Intent to Award Issued to
Proposers
December 21, 2020
Village Council Meeting to Consider Top -
Ranked Proposer
January 14, 2021
Proposed Loan Closing
January 21, 2021
The Village received four (4) proposals in response to the above RFP. The Evaluation Committee
reviewed these responses and is hereby recommending Sterling National Bank as the top ranked
proposer. The proposal from this lender is attached hereto and provides financing to the Village for a
period of 20 years at an annual percentage rate of 2.18%. The Summary of Bank Loan Proposals,
as prepared by the Village's Municipal Advisor, Hilltop Securities, is also attached.
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Agenda Item #14.
Staff recommends approval of the top ranked proposer and execution of a loan agreement not to
exceed $7,000,000.
Reso. 07-21 Village of Tequesta Cap Imp 2020 Authorizing and Award Resolution
Village of Tequesta Cap Imp 2020 Loan Agreement pdf version 6
Tequesta - Capital Imp Rev Note Series 2021 - FINAL NUMBERS (003)
Notice of Intent to Award RFP FIN 10-20 cap improv rev note
RFP FIN10-20 2020 Evaluation Rankings
Tequesta - Bank Loan RFP Summary Table
Proposal Sterling National Bank Term Sheet 12.15.20
RFP Tequesta Cap Imp Rev Note Series 2021 - ADA
Addendum No. 1 - Bank Loan Financing
Addendum No. 2 - Bank Loan Financing
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Agenda Item #14.
RESOLUTION NO. 7- 1
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF TEQUESTA, FLORIDA AUTHORIZING
ISSUANCE OF A CAPITAL IMPROVEMENT REVENUE
NOTE OF THE VILLAGE AND THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT IN THE
AGGREGATE AMOUNT NOT TO EXCEED $7,000,000 TO
FINANCE VARIOUS CAPITAL IMPROVEMENTS;
ACCEPTING THE PROPOSAL OF LENDER; APPROVING
THE FORM OF LOAN AGREEMENT AND NOTE;
PROVIDING FOR THE PAYMENT OF SUCH NOTE FROM
THE NON -AD VALOREM FUNDS OF THE VILLAGE;
PROVIDING FOR REPEAL OF INCONSISTENT
PROVISIONS; PROVIDING FOR SEVERABILITY;
PROVIDING AN EFFECTIVE DATE; AND FOR OTHER
PURPOSES.
WHEREAS, the Village of Tequesta, Florida (the "Village") has a five-year capital
improvement plan, as adopted from time to time (the "CIP"), which provides for the acquisition,
construction, improvement and equipping of various public improvements, including but not
limited to (i) construction of a new recreation center; (ii) street and sidewalk improvements;
(111) other miscellaneous public safety and public works improvements ; and (iv) other park and
recreational improvements (collectively, the "CIP Improvements"); and
WHEREAS, the Village Council hereby determines that it is necessary and appropriate
for the Village to undertake the implementation, acquisition, construction, improvement,
equipping and repair of a portion of the CIP Improvements (the "Series 2021 Project"); and
WHEREAS, the Village Council hereby declares and determines that the Series 2021
Project serves a valid paramount public and municipal purpose of the Village; and
WHEREAS, the Village is authorized by Chapter 166, Florida Statutes, the Charter of
the Village of Tequesta, as amended, and other applicable provisions of law (collectively, the
"Act") to incur indebtedness of the Village for the purpose of financing the cost of the Series
2021 Project; and
WHEREAS, the Village Council hereby finds it necessary and in the best interest of the
Village to authorize the issuance of its Village of Tequesta, Florida Capital Improvement
Revenue Note, Series 2021 (the "Series 2021 Note") for the purpose of providing funds, together
with other available funds, to finance the cost of the Series 2021 Project and to pay the costs of
issuance of the Series 2021 Note.
NOW THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF TEQUESTA, FLORIDA:
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Section 1: Ratification. That the foregoing "WHEREAS" clauses are hereby ratified
and confirmed as being true and correct and are hereby made a specific part of this Resolution.
Section 2: Authority for this Resolution. That this Resolution is enacted pursuant to
the provisions of the Act.
Section 3: Findings. That it is hereby ascertained, determined and declared that:
(a) The Village requested proposals for the financing of the Series 2021 Project from
banks and other financial institutions and has received the proposal from Sterling
National Bank (the "Lender") attached hereto as Exhibit A (the "Proposal").
(b) Due to the limited activity of the Village in the public financial markets and the
timing of the issuance of the Series 2021 Note it would have been impracticable to
engage in the competitive bidding process, and solicitation of bank proposals and
negotiation with the proposing banks is the recommended method to ensure the
Village receives the best value, and Bond Counsel has advised the Village that
similar loans in the municipal bond market are usually negotiated.
(c) It is hereby determined to be in the best interest of the Village to accept the
Proposal from the Lender and it is in the best interest of the Village that the Series
2021 Note be sold at a negotiated sale pursuant to the Proposal.
(d) It is necessary and desirable to provide for the execution and delivery of a Loan
Agreement with respect to the Series 2021 Note and the issuance of the Series
2021 Note of the Village to implement the financing of the Series 2021 Project.
Amounts due under the Loan Agreement and the Series 2021 Note shall be payable
from the legally available non -ad valorem revenues of the Village, and shall be
secured by the Village's covenant to budget and appropriate from legally available
non -ad valorem funds each year monies sufficient to pay the principal and interest
thereon and other amounts due thereunder.
Section 4: Authorizing the Note. That the issuance by the Village of not exceeding
$7,000,000 Capital Improvement Revenue Note, Series 2021 of the Village, for the purpose
above; to be dated, to bear interest at a rate or rates not exceeding the maximum legal rate per
annum, to be payable, to mature, to be subject to redemption and to have such other
characteristics as shall be provided in the form of the loan agreement attached and in the
Proposal and to be secured by the covenant of the Village to budget and appropriate from legally
available non -ad valorem funds each year monies sufficient to pay the principal and interest on
such Series 2021 Note and other amounts due thereunder, is hereby authorized.
Section 5: Authorization to Accept Proposal. That the Village Manager is hereby
authorized to accept the Proposal of the Lender.
Section 6: Approval of Form of Loan Agreement and Note. That the forms of the
Loan Agreement and Series 2021 Note attached thereto are hereby approved. The Village
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Manager, Village Clerk, and Village Attorney are hereby authorized to execute and deliver such
instruments, with such additions, deletions, and other changes as may be necessitated by
applicable law, this Resolution or the Proposal as the Village Manager and the Village Attorney
may approve (such approval to be conclusively evidenced by the execution of such documents),
and to take such other actions as shall be necessary to implement the issuance of the Series 2021
Note.
Section 7: Conflicts. All resolutions or parts of resolutions in conflict with this
Resolution are hereby repealed to the extent of such conflict.
Section 8: Severability. That should any section or provision of this Resolution or any
portion thereof, any paragraph, sentence, clause or word be declared by a court of competent
jurisdiction to be invalid, such decision shall not affect the validity of the remainder hereof as a
whole or part hereof other than the part declared invalid.
Section 9: Effective Date. That this Resolution shall become effective upon its
adoptions.
ADOPTED THIS DAY OF JANUARY, 2021.
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Agenda Item #14.
LOAN AGREEMENT
between
VILLAGE OF TEQUESTA, FLORIDA
and
STERLING NATIONAL BANK
Dated January 21, 2021
Relating to:
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021
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TABLE OF CONTENTS
Pie
SECTION1. DEFINITIONS........................................................................................................ 2
SECTION 2.
INTERPRETATION............................................................................................... 4
SECTION3.
THE LOAN............................................................................................................. 4
SECTION 4. DESCRIPTION OF SERIES 2021 NOTE............................................................. 4
SECTION 5.
EXECUTION OF SERIES 2021 NOTE................................................................. 4
SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2021 NOTE ........................... 5
SECTION 7.
SERIES 2021 NOTE MUTILATED, DESTROYED, STOLEN OR LOST.......... 6
SECTION 8.
FORM OF SERIES 2021 NOTE............................................................................ 6
SECTION 9.
SECURITY FOR NOTE......................................................................................... 6
SECTION 10.
COVENANTS OF THE VILLAGE..................................................................... 7
SECTION 11.
APPLICATION OF NOTE PROCEEDS............................................................. 9
SECTION 12.
CONDITIONS PRECEDENT.............................................................................. 9
SECTION 13.
REPRESENTATIONS AND WARRANTIES ...................................................
10
SECTION 14.
TAX COMPLIANCE.........................................................................................
11
SECTION 15.
DESIGNATION PURSUANT TO INTERNAL REVENUE CODE .................
12
SECTION16.
NOTICES............................................................................................................
12
SECTION 17.
EVENTS OF DEFAULT DEFINED.. o o o ........................ o o o o o o o ............................ oo
12
SECTION18.
REMEDIES.........................................................................................................
13
SECTION19.
NO RECOURSE.................................................................................................
13
SECTION 20.
PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS ..........
14
SECTION21.
DEFEASANCE...................................................................................................
14
SECTION 22.
WAIVER OF JURY TRIAL...............................................................................
14
SECTION 23.
AMENDMENTS, CHANGES AND MODIFICATIONS .................................
14
SECTION 24.
BINDING EFFECT............................................................................................
14
SECTION 25.
SEVERABILITY................................................................................................
14
SECTION 26.
EXECUTION IN COUNTERPARTS................................................................
14
SECTION 27.
APPLICABLE LAW; VENUE...........................................................................
14
SECTION 28.
PARTICIPATION OF AGREEMENT AND NOTE .........................................
15
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Agenda Item #14.
This LOAN AGREEMENT is made and entered as of January 21, 2021, by and between
VILLAGE OF TEQUESTA, FLORIDA (the "Village") and STERLING NATIONAL BANK (the
"Lender").
W I T N E S S E T H
WHEREAS, the Village has a five-year capital improvement plan, as adopted from time to
time (the "CIP"), which provides for the acquisition, construction, improvement and equipping of
various public improvements, including but not limited to (i) construction of a new recreation
center; (11) street and sidewalk improvements; (111) other miscellaneous public safety and public
works improvements; and (iv) other parks and recreational improvements (collectively, the "CIP
Improvements"), and
WHEREAS, the Village Council hereby determines that it is necessary and appropriate for
the Village to undertake the implementation, acquisition, construction, improvement, equipping
and repair of a portion of the CIP Improvements (the "Series 2021 Project"); and
WHEREAS, the Village Council by a resolution adopted on January 14, 2021 (the
"Resolution"), authorized the issuance of not exceeding $7,000,000 Capital Improvement Revenue
Note, Series 2021 (the "Series 2021 Note"), for such purpose; and
WHEREAS, the Village has determined that it is in the best interest of the health, safety,
and welfare of the Village and the inhabitants thereof that the Village covenant to budget and
appropriate from the Non -Ad Valorem Revenues amounts sufficient to repay the principal of and
interest on the Series 2021 Note when due and all other amounts due hereunder and under the
Series 2021 Note; and
WHEREAS, the principal of and interest on the Series 2021 Note and all required sinking
fund, reserve and other payments shall be payable from Non -Ad Valorem Revenues of the Village
and secured by the Village's covenant to budget and appropriate from the Non -Ad Valorem
Revenues each year monies sufficient to pay the principal and interest on such Series 2021 Note,
as herein provided. The Village shall never be required to levy ad valorem taxes on any property
within its corporate territory to pay the principal of and interest on the Series 2021 Note or to make
any of the required sinking fund, reserve or other payments, and such Series 2021 Note shall not
constitute a lien upon any property owned by or situated within the corporate territory of the
Village; and
WHEREAS, the Series 2021 Note shall not constitute a general obligation or indebtedness
of the Village as a "bond" within the meaning of any provision of the Constitution of the State, but
shall be and is hereby declared to be a special, limited obligation of the Village, the principal of
and interest on which are payable from and secured solely by the Pledged Funds in the manner
herein provided, and the principal of and interest on the Series 2021 Note and all other payments
provided for herein, will be secured solely by the Pledged Funds, and it will never be necessary or
authorized to levy taxes on any real property of or in the Village to pay the principal of or interest
on the Series 2021 Note or other payments provided for herein. Furthermore, neither the Series
2021 Note nor the interest thereon, shall be or constitute a lien upon the Series 2021 Project or
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upon any other property of or in the Village other than the Pledged Funds in the manner provided
herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
SECTION 1. DEFINITIONS. The following terms shall have the following meanings
herein, unless the text otherwise expressly requires:
"Act" means Chapter 166, Florida Statutes, the Charter of the Village of Tequesta, and
other applicable provisions of law.
"Authorized Investments" means any obligations, deposit certificates, or other evidences
of indebtedness legal for investment pursuant to law, to the extent not inconsistent with the terms
of the investment policy of the Village and applicable law.
"Business Day" means any day of the year on which banks in the city in which the principal
office of the Lender is located are not required or authorized by law to remain closed.
"Code" means the Internal Revenue Code of 1986, as amended, and any rules and
regulations promulgated thereunder.
"Council" means the Village Council of the Village.
"Debt Service" means, for any period or at any time, the principal of, premium, if any, and
interest on the Series 2021 Note for that period or at that time, whether due at maturity or
redemption or otherwise.
"Default Rate" means the lesser of (i) the rate otherwise payable on the Series 2021 Note
plus five percent (5%) and (ii) the maximum rate permitted by law.
"Federal Securities" means direct obligations of the United States of America.
"Fiscal Year" means the period from October 1 to the succeeding September 30.
"Lender" means Sterling National Bank which is making the loan to the Village pursuant
to the terms of this Agreement, and its successors and assigns.
"Loan" means the loan evidenced by the Series 2021 Note.
"Maturity Date" means October 1, 2040.
"Non -Ad Valorem Revenues" means all of the revenues of the Village derived from
sources other than ad valorem taxation and legally available to pay the principal of and interest on
the Series 2021 Note, subject to any prior liens or encumbrances on all or any specified portion
thereof, whether now existing or hereafter created.
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Agenda Item #14.
"Resolution" means the Resolution of the Village authorizing this Agreement, together
with any Resolution amendatory or supplemental thereto.
"Outstanding CBA Notes" means the Village's Promissory Note, Series 2002B, currently
outstanding in the principal amount of $598,181.36 and having a final maturity of September 13,
2022.
"Paying Agent" means the Village Clerk of the Village.
"Person" or words importing persons, means firms, associations, partnerships (including
without limitation, general and limited partnerships), joint ventures, societies, estates, trusts,
corporations, public or governmental bodies, other legal entities and natural persons.
"Pledged Funds" means the Non Ad Valorem Revenues budgeted, appropriated and
deposited by the Village for the payment of the Series 2021 Note and moneys and investment
income therefrom held in the funds and accounts created hereby.
"Principal Amount" means an aggregate amount of $7,000,000.
"Register" means the books maintained by the Registrar in which are recorded the names,
and addresses of the holder of the Series 2021 Note.
"Registrar" means the Person maintaining the Register. The Registrar shall be the Village
Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 of the Code in effect from time to time.
"Series 2021 Note" means the promissory note of the Village to the Lender in substantially
the form attached hereto as Exhibit A with such modifications thereto as may be approved by the
Village Manager, upon the advice of the Village Attorney and Bond Counsel, such approval to be
presumed by the Village Manager's execution thereof.
"Series 2021 Project" means the acquisition, construction, improvement and equipping of
various public improvements in accordance with the Village's Five -Year Capital Improvement
Plan, as amended and approved by the Village from time to time, including but not limited to (i)
construction of a new recreation center; (ii) street and sidewalk improvements; (iii) other
miscellaneous public safety and public works improvements; and (iv) other parks and recreational
improvements.
"Sinking Fund" means the fund created and established by the Village pursuant to Section
10(F) hereof.
"State" means the State of Florida.
"Village" means Village of Tequesta, Florida.
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Agenda Item #14.
SECTION 2. 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. 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 3. THE LOAN.
A. Loan. The Lender hereby makes and the Village hereby accepts the Loan in the
principal amount of $ upon the terms and conditions herein.
B . Disbursement of Proceeds. The Lender shall disburse the proceeds of the Loan on
the date of delivery to the Village upon the written direction of the Village.
SECTION 4. DESCRIPTION OF SERIES 2021 NOTE. The Loan shall be evidenced by
the Series 2021 Note. The Series 2021 Note shall be issued as a single note in fully registered
form, without coupons; shall be dated as of the date of its delivery; shall be in the amount equal to
$ ; shall bear interest on the outstanding principal amount thereof at a fixed annual rate
of 2.18% per annum, subject to adjustment as set forth on Exhibit A to the Form of Note attached
hereto. Interest shall be calculated on a 30-day month and 360-day year basis, and shall be payable
on April 1 and October 1 of each year, commencing April 1, 2021, and at maturity or upon earlier
prepayment of the principal amount of the Series 2021 Note. Principal of the Series 2021 Note
shall be payable as set forth on the amortization schedule attached to the Series 2021 Note, with
the final maturity on October 1, 2040.
The Series 2021 Note may be prepaid in whole or in part prior to maturity on any payment
date at the option of the Village on or after January 21, 2026. With respect to any such prepayment
prior to January 21, 2031, the Village will pay a prepayment premium of 1 % of the amount prepaid.
Prepayments on or after January 21, 2031 shall be without prepayment premium. Written notice
of such prepayment shall be delivered to the Lender at least thirty (30) days prior to the prepayment
date.
The Village may exercise its right to prepay the Series 2021 Note in part no more than once
during any consecutive 12-month period and any such partial prepayment, (1) shall be in an amount
of at least $250,000 and not more than $1,500,000 and (11) unless otherwise agreed to by the Village
and the Lender in writing, shall be credited to principal installments payable on the Series 2021
Note in inverse order of the principal installments due dates.
SECTION 5. EXECUTION OF SERIES 2021 NOTE. The Series 2021 Note shall be
executed in the name of the Village by the Village Manager, and attested and countersigned by the
Village Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced
thereon. The Series 2021 Note may be signed and sealed on behalf of the Village by any person
who at the actual time of the execution of the Series 2021 Note shall hold such office in the Village,
although at the date of the Series 2021 Note such person may not have been so authorized. The
Series 2021 Note may be executed by the facsimile signatures of the Village Manager or Village
Clerk.
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SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2021 NOTE. The Series
2021 Note shall be and shall have all the qualities and incidents of negotiable instruments under
the Uniform Commercial Code -Investment Securities Laws of the State of Florida, and the
registered owner, in accepting the Series 2021 Note, shall be conclusively deemed to have agreed
that such Series 2021 Note shall be and have all of the qualities and incidents of negotiable
instruments thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The
Person in whose name ownership of any Series 2021 Note is shown on the Register shall be
deemed the owner thereof by the Village and the Registrar, and any notice to the contrary shall not
be binding upon the Village or the Registrar. The Village and the Registrar may treat the registered
owner as the absolute owner of the Series 2021 Note for all purposes, whether or not such Series
2021 Note shall be overdue, and shall not be bound by any notice to the contrary.
Ownership of Series 2021 Note may be transferred only upon the Register, and only to (1)
an affiliate of the registered owner of the Series 2021 Note or (11) banks, insurance companies or
other financial institutions or their affiliates. Assignment and re -registration of the Series 2021
Note shall without further action be deemed to assign the registered owner's interest under this
Agreement..
Upon surrender to the Registrar for transfer or exchange of the Series 2021 Note
accompanied by an assignment or written authorization for exchange, whichever is applicable,
duly executed by the registered owner or its attorney duly authorized in writing, the Registrar shall
deliver in the name of the registered owner or the transferee or transferees, as the case may be, a
new fully registered Series 2021 Note of authorized denominations and of the same maturity and
interest rate and for the same aggregate principal amount as the Series 2021 Note surrendered.
Notwithstanding the foregoing, the Lender may assign participation interests in the Series 2021
Note to other lending institutions without the consent by the Village, provided that the Lender shall
give written notice of such participation to the Village within 30 days of the effective date thereof.
The Series 2021 Note presented for transfer, exchange, redemption or payment (if so
required by the Village or the Registrar) shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in the form and with guaranty of signature
in the form attached to the Series 2021 Note, duly executed by the registered owner or by his duly
authorized attorney.
The Village and the Registrar may charge the registered owner a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such
exchange or transfer following the delivery of the Series 2021 Note. The Registrar or the Village
may also require payment from the registered owner or his transferee, as the case may be, of a sum
sufficient to cover any tax, fee or other governmental charge that may be imposed in relation
thereto, other than a fee or charge imposed by the Village. Such charges and expenses shall be
paid before any such new Series 2021 Note shall be delivered.
The new Series 2021 Note delivered upon any transfer or exchange shall be a valid
obligation of the Village, evidencing the same debt as the Series 2021 Note surrendered, shall be
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secured under this Agreement, and shall be entitled to all of the security and benefits hereof to the
same extent as the Series 2021 Note surrendered.
Whenever the Series 2021 Note shall be delivered to the Registrar for cancellation, upon
payment of the principal amount thereof, or for replacement, transfer or exchange, such Series
2021 Note shall be cancelled and destroyed by the Registrar, and counterparts of a certificate of
destruction evidencing such destruction shall be furnished to the Village.
SECTION 7. SERIES 2021 NOTE MUTILATED, DESTROYED, STOLEN OR LOST.
In case the Series 2021 Note shall be mutilated, or be destroyed, stolen or lost, upon the registered
owner furnishing the Registrar proof of its ownership thereof and satisfactory indemnity and
complying with such other reasonable regulations and conditions as the Village may prescribe and
paying such expenses as the Village may incur, the Registrar shall issue and deliver a new Series
2021 Note of like tenor as the Series 2021 Note so mutilated, destroyed, stolen or lost, in lieu of
or substitution for the Series 2021 Note so destroyed, stolen or lost, or in exchange and substitution
for such mutilated Series 2021 Note. Any Series 2021 Note for which a new Series 2021 Note has
been issued under the terms of this Section 7 shall be cancelled by the Registrar and deleted from
the Register and no longer on the entitled to the benefits and rights as to lien on and source and
security for payment from the special funds, as herein provided.
Any such duplicate Series 2021 Note issued pursuant to this section shall constitute an
original, additional contractual obligation on the part of the Village whether or not, as to duplicate
Series 2021 Note, the lost, stolen or destroyed Series 2021 Note be at any time found by anyone,
and such duplicate Series 2021 Note shall be entitled to equal and proportionate benefits and rights
as to lien on and source and security for payment from the special funds, as hereinafter pledged,
to the same extent as the other Series 2021 Note issued hereunder.
SECTION 8. FORM OF SERIES 2021 NOTE. The Series 2021 Note shall be in
substantially the form of Exhibit A hereto with such variations, omissions and insertions as may
be necessary, desirable and authorized or permitted by this Agreement.
SECTION 9. SECURITY FOR NOTE. The payment of the principal of and interest on
the Series 2021 Note shall be secured forthwith, by a lien upon and a pledge of the Pledged Funds.
The Series 2021 Note shall not constitute a general obligation or indebtedness of the Village within
the meaning of any constitutional limitation and the Lender shall never have the right to require or
compel the levy of taxes upon any property of or in the Village for the payment of the principal of
and interest on the Series 2021 Note. The Village does hereby irrevocably pledge the Pledged
Funds to the payment of the principal of and interest on the Series 2021 Note and other amounts
payable hereunder and under the Series 2021 Note.
The Village does further covenant and represent that it has power under the Act to
irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Series
2021 Note and that the pledge of the Pledged Funds in the manner provided herein shall not be
subject to repeal, modification or impairment by any subsequent resolution, ordinance or other
proceeding of the Council of the Village, or by any subsequent act of the Legislature of the State
of Florida.
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The Series 2021 Note shall be secured by the covenant of the Village to budget and
appropriate Non -Ad Valorem Revenues as set forth in Subsection 10(D) below.
SECTION 10. COVENANTS OF THE VILLAGE. So long as any of the principal of or
interest on the Series 2021 Note shall be outstanding and unpaid or until provision for payment of
the Series 2021 Note shall have been made pursuant to Section 21 hereof, the Village covenants
with the Lender as follows:
(A) Tax Compliance. The Village will take all actions necessary to maintain the
exclusion from gross income of interest on the Series 2021 Note to the same extent as such existed
on the date of issuance of the Series 2021 Note.
(B) Financial Statements. Not later than two hundred and seventy (270) days following
the end of each Fiscal Year, the Village shall provide the Lender the annual audited financial
statement of the Village audited by the Village's certified public accountants together with the
report of such accountants to the effect that such audit has been conducted in accordance with
generally accepted auditing standards and stating whether such financial statements present fairly
in all material respects the financial position of the Village and the results of operations and cash
flows for the periods covered by the audit report, all in conformity with generally accepted
accounting principles applied on a consistent basis. Such financial statements shall include a
balance sheet and statement of revenues, expenditures and changes in fund balances.
(C) Annual Budget and Other Information. The Village shall prepare its annual budget
in accordance with Florida law, and shall provide the Lender a copy of its final annual budget for
each Fiscal Year within forty-five (45) days after the commencement of each Fiscal Year of the
Village and shall provide the Lender with such other financial information the Lender may
reasonably request.
(D) Budget and Appropriate. The Village covenants that it will, in each year while the
Series 2021 Note is outstanding, budget and appropriate, and deposit to the Sinking Fund, Non -
Ad Valorem Revenues in an amount sufficient to make payments of principal and interest on such
Series 2021 Note as they become due.
Such covenant and agreement on the part of the Village to budget, appropriate and deposit
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 shall have been budgeted, appropriated and actually
paid. Notwithstanding the foregoing covenant of the Village, the Village does not covenant to
maintain any services or programs, now provided or maintained by the Village, 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 Village from pledging in the future its Non -
Ad Valorem Revenues (subject to the anti -dilution test set forth in Section 10.G. below) nor does
it require the Village to levy and collect any particular Non -Ad Valorem Revenues; nor does it
give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general
creditors of the Village (until Non -Ad Valorem Revenues have been deposited into the Sinking
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Fund as provided herein). Such covenant to 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 hereinafter entered into (including the payment of debt service on bonds and other
debt instruments). However, the covenant to budget and appropriate in its general annual budget
for the purposes and in the manner stated herein shall have the effect of making available for the
payment of the principal of and interest on the Series 2021 Note, in the manner described herein,
Non -Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget,
by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however,
in all respects to the restrictions of Florida Statutes which require a balanced budget and prohibit
the Village from expending or contracting for the expenditure in any fiscal year more than the
amount budgeted in each fund's budget; and subject, further, to the payment of services and
programs which are for essential public purposes affecting the health, welfare and safety of the
inhabitants of the Village or which are legally mandated by applicable law. The Village agrees
that its covenant and agreement to budget and appropriate Non -Ad Valorem Revenues shall be
deemed entered into for the benefit of the registered owner of the Series 2021 Note, and this
obligation may be enforced by a court of competent jurisdiction. The Village represents that the
Series 2021 Project serves essential public purposes.
(E) Payment from Pledged Funds. The Village will duly and punctually pay or cause
to be paid, solely from the Pledged Funds, as provided herein, the principal of, and interest and
premium, if any, on the Series 2021 Note. However, the Village at its option may make such
payments from any legally available funds of the Village so long as such principal, interest and
premium are paid when due.
(F) Sinking Fund. The Village hereby creates and establishes on its books and records,
and shall maintain while the Series 2021 Note is outstanding, a special separate fund to be called
the "Village of Tequesta, Florida Capital Improvement Revenue Note Series 2021 Sinking Fund"
(hereinafter called the "Sinking Fund"). Moneys on deposit in the Sinking Fund shall be used only
for the purpose of paying principal and interest on Series 2021 Note as the same shall become due
and for no other purpose.
On or before the Business Day prior to each date fixed for the payment of the principal of
or interest on the Series 2021 Note, the Village shall deposit from Non -Ad Valorem Revenues
budgeted and appropriated for such purpose to the Sinking Fund the amounts sufficient to pay the
interest and principal becoming due on the Series 2021 Note on such payment date.
Amounts on deposit in the Sinking Fund may be invested and reinvested by the Village in
Authorized Investments maturing or redeemable at the option of the Village not later than the date
such amounts are needed for the payments required hereunder. All income from the investment
of moneys in the fund and accounts established by this Agreement shall, upon receipt thereof, be
deposited to the credit of the Sinking Fund and used for the purposes thereof.
The designation of a special fund by this Agreement shall not be construed to require the
establishment of any completely independent, self -balancing funds, as such term is commonly
used and defined in governmental accounting, but is intended solely to constitute an earmarking
of certain moneys and investments for certain purposes and to establish certain priorities for
application of such moneys and investments as herein provided. The moneys and investments
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required to be accounted for in the foregoing fund established herein may be deposited in a single
fund or account, provided that adequate accounting records are maintained to reflect the allocation
of the moneys and investments on deposit therein into the fund established hereunder and to control
the restricted uses of such moneys and investments for the various purposes as herein provided.
(G) Anti -Dilution Test. The Village will not issue any obligations (other than the
Outstanding CBA Notes) secured by a covenant to budget and appropriate or payable from Non -
Ad Valorem Revenues or secured by a lien on or pledge of any specific Non -Ad Valorem Revenues
unless either:
(a) such obligations shall contain an express statement that such obligations are
junior, inferior and subordinate in all respects to the Series 2021 Note; or
(b) the Non -Ad Valorem Revenues received by the Village for each of the two
preceding Fiscal Years, net of the amounts used in each such Fiscal Year for the payment
of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the Village or which are legally mandated by
applicable law, cover projected maximum annual debt service on the Series 2021 Note and
all other debt secured by, or payable from a covenant to budget and appropriate from, Non -
Ad Valorem Revenues (including the proposed debt) and any other debt secured by a lien
on or pledge of any specific Non -Ad Valorem Revenues, by at least 1.20 times, in which
case such obligations may be issued on a parity with the Series 2021 Note.
For the purposes of this covenant, maximum annual debt service shall be the greatest
amount of debt service for the then current or any future Fiscal Year during the term of the Series
2021 Note, and the interest rate on any variable rate debt shall be assumed to be the rate published
on the first day of the month in which such calculation is made as the Bond Buyer 20 Bond
Revenue Index or, if greater, the average of the actual rate on such variable rate indebtedness over
the sixty (60) days preceding the date of calculation.
For purposes of calculating maximum annual debt service, balloon indebtedness shall be
assumed to amortize over a period of up to twenty (20) years on a level debt service basis. In the
event that the Village is required to fund a debt service reserve fund, the funding of such debt
service reserve fund shall be included in the calculation of debt service.
SECTION 11. APPLICATION OF NOTE PROCEEDS. The proceeds of the Series 2021
Note shall first be applied by the Village to pay the costs of preparation and issuance of the Series
2021 Note and thereafter to pay the costs of the Series 2021 Project. The Lender shall have no
responsibility for the use of the proceeds of the Series 2021 Note, and the use of Series 2021 Note
proceeds by the Village shall in no way affect the rights of the Lender.
SECTION 12. CONDITIONS PRECEDENT. The obligation of the Lender to make the
Loan is subject to the satisfaction of each of the following conditions precedent on or before the
closing date:
(1) Action. The Lender shall have received copies of all action taken by the Village
approving the execution and delivery by the Village of this Agreement and the other financing
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documents to which the Village is a party, in each case certified as complete and correct as of the
closing date.
(11) Incumbency of Officers. The Lender shall have received an incumbency certificate of
the Village in respect of each of the officers who is authorized to sign the Series 2021 Note, this
Agreement and the financing documents to which it is a party on behalf of the Village.
(iii) Opinion of Counsel to the Village. The Lender shall have received a written opinion
of counsel to the Village covering matters relating to the transactions contemplated by the Series
2021 Note, this Agreement and the financing documents, in form and substance satisfactory to the
Lender.
(iv) Opinion of Bond Counsel. The Lender shall have received a letter from bond counsel
authorizing the Lender to rely on the final legal opinion of bond counsel delivered to the Village
in respect of the Series 2021 Note as if such opinion were addressed to the Lender. Such legal
opinion and letter shall be in form and substance satisfactory to Lender. Such legal opinion shall,
at a minimum, address (1) the enforceability of the Resolution and this Agreement, (11) that this
Agreement and the Series 2021 Note creates the lien that each purports to create on the Pledged
Funds and the Non -Ad Valorem Revenues budgeted, appropriated and deposited by the Village in
the Sinking Fund in accordance with their respective terms, and (iii) the status of interest on the
Series 2021 Note being excluded from gross income for federal income tax purposes under the
provisions of Section 103 of the Code.
(v) No Default, Etc. No Default shall have occurred and be continuing as of the closing
date or will result from the making of the Loan and the representations and warranties made by
the Village herein shall be true and correct in all material respects on and as of the closing date, as
if made on and as of such date.
(vi) Other Documents. The Lender shall have received signed copies of the Series 2021
Note, this Agreement and such other documents, certificates and opinions as the Lender or its
counsel shall have reasonably requested.
SECTION 13. REPRESENTATIONS AND WARRANTIES. The Village represents and
warrants to the Lender that:
A. Organization. The Village is a municipal corporation organized under the laws of
the State of Florida.
B. Authorization of Agreement and Related Documents. The Village has the power
and has taken all necessary action to authorize the issuance of the Series 2021 Note and the
execution, delivery and performance of the Village's obligations under the Series 2021 Note, this
Agreement and each of the financing documents to which it is a party in accordance with their
respective terms. The Series 2021 Note and this Agreement have been duly executed and delivered
by the Village and are, and each of the financing documents to which it is a party when executed
and delivered will be, legal, valid and binding obligations of the Village enforceable against the
Village in accordance with their respective terms, except as may be limited by bankruptcy,
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insolvency, reorganization or moratorium applicable to the Village and general equitable
principles regarding the availability of specific performance.
C. Non -Ad Valorem Revenues. The Village currently receives and is legally entitled
to receive the Non -Ad Valorem Revenues, and is legally entitled to covenant to budget and
appropriate, and deposit to the Sinking Fund, from such Non -Ad Valorem Revenues sufficient
amounts in each Fiscal Year to pay the principal of and interest on the Series 2021 Note, when
due, subject to any prior liens or encumbrances on such Non -Ad Valorem Revenues, whether now
existing or hereafter created. The Non -Ad Valorem Revenues are estimated to be sufficient to pay
the principal of and interest on the Series 2021 Note as the same becomes due and to make all
other payments required to be made from such Non -Ad Valorem Revenues by the terms of this
Agreement or other instruments to which the Village is a party or pursuant to which all or any
portion of the Non -Ad Valorem Revenues may be obligated.
D. Financial Statements. The financial statements of the Village for the year ending
September 30, 2019, copies of which have been furnished to the Lender, have been prepared in
accordance with generally accepted accounting principles and present fairly the financial condition
of the Village as of such date and the results of its operations for the period then ended. Since
such date, there has been no material adverse change in the financial condition, revenues
(including, without limitation, Non -Ad Valorem Revenues), properties or operations of the
Village.
SECTION 14. TAX COMPLIANCE. Neither the Village nor any third party over whom
the Village has control will make any use of the proceeds of the Series 2021 Note at any time
during the term thereof which would cause the Series 2021 Note to be "private activity bonds"
within the meaning of Section 103 (b)(1) of the Code or "arbitrage bonds" within the meaning of
Section 103(b)(2) of the Code. The Village covenants throughout the term of the Series 2021 Note
to comply with the requirements of the Code and the Regulations, as amended from time to time.
The Village is causing the Series 2021 Note to be deemed a "qualified obligation" within
the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended. Should
subsequent but currently unforeseen actions by the Village cause the Series 2021 Note to be
classified as a "non -qualified obligation" pursuant to Section 265(b)(3)(B), Internal Revenue Code
of 1986, as amended, the rate shall be adjusted to that level necessary to ensure that the anticipated
after tax yield contemplated by the Lender at the time of closing is received, as more fully set forth
in Exhibit A to the Form of Note.
In the event that the interest on the Series 2021 Note is ever determined to be taxable for
purposes of federal or state income taxation, or in the event that any or all of the interest on the
Series 2021 Note is deemed to be included in the gross income of the Lender for federal or state
income taxation, or in the event the Lender is unable to deduct any other amounts as a result of
purchasing or carrying the Series 2021 Note, the interest on the Series 2021 Note shall be adjusted
as provided in Exhibit A to the Form of Note. In no event, however, shall the interest rate on the
Series 2021 Note exceed the maximum rate permitted by law.
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SECTION 15. DESIGNATION PURSUANT TO INTERNAL REVENUE CODE. The
Series 2021 Note is designated by the Village as a qualified tax exempt obligation of the Village
pursuant to the provisions of Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
SECTION 16. NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered
or certified mail, postage prepaid, to the parties at the following addresses:
Village: Village of Tequesta, Florida
345 Tequesta Drive
Tequesta, FL 33469
ATTENTION: Village Manager
Lender: Sterling National Bank
500 Seventh Avenue, 3rd Floor
New York, NY 10018
Attention: Public Sector Finance
ATTENTION: Kevin King, Senior Managing Director
Bond Counsel: Akerman LLP
50 North Laura Street
Suite 3100
Jacksonville, FL 32202
Attn: Peter L. Dame
Any of the above parties may, by notice in writing given to the others, designate any further
or different addresses to which subsequent notices, certificates or other communications shall be
sent. Communication to the Lender via telecopier shall be confirmed by delivery of a hard copy
thereof to the Lender not later than two (2) Business Days after such communication by telecopier.
Notices to the Paying Agent shall be effective only upon the receipt thereof by the Paying Agent.
SECTION 17. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default under this Agreement and the terms "Events of Default" shall mean (except where the
context clearly indicates otherwise), whenever such term is used in this Agreement, any one or
more of the following events:
A. Failure by the Village to timely pay any loan repayment within five (5) days of the
date on which such payment is due and payable;
B . Failure by the Village to observe and perform any covenant, condition or agreement
on its part to be observed or performed under this Agreement for a period of thirty (30) days after
the date written notice specifying such failure and requesting that it be remedied is given to the
Village by the Lender, unless the Lender shall agree in writing to an extension of such time prior
to its expiration; such agreement by the Lender shall not be unreasonably withheld;
C. Any warranty, representation or other statement by the Village or by an officer or
agent of the Village contained in this Agreement or in any instrument furnished in compliance
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Agenda Item #14.
with or in reference to this Agreement is false or misleading in any material adverse respect when
made or affirmed;
D. The Village admits in writing its inability to pay its debts as they become due or
files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to
the appointment of a receiver or trustee for itself;
E. The Village is adjudged insolvent by a court of competent jurisdiction, or is
adjudged bankrupt on a petition in bankruptcy filed by or against the Village, or an order,
judgement or decree is entered by any court of competent jurisdiction appointing, without the
consent of the Village, a receiver or trustee of the Village of the whole or any part of its property,
and if the aforesaid adjudications, orders, judgments of decrees shall not be vacated or set aside or
stayed within ninety (90) days from the date of entry thereof;
F. The Village shall file a petition of answer seeking reorganization or any
arrangement under the federal bankruptcy laws or any other applicable law or statute of the United
States of America or the State of Florida; or
SECTION 18. REMEDIES. The Lender may sue to protect and enforce any and all rights,
including the right to the appointment of a receiver, existing under the laws of the State of Florida,
of the United States of America, or granted and contained in this Agreement, and to enforce and
compel the performance of all duties required by this Agreement or by any applicable laws to be
performed by the Village or by any officer thereof, and may take all steps to enforce this
Agreement to the full extent permitted or authorized by the laws of the State of Florida or the
United States of America.
Any amount not paid when due shall bear interest at the Default Rate commencing on the
fifth day after the due date.
If an Event of Default shall happen and shall not have been remedied, the Village or a
receiver appointed for the purpose shall apply all Pledged Funds as follows and in the following
order:
(1) to the expenses incurred by the Noteholder or any trustee or receiver in
enforcing the Village's obligations, including their reasonable attorneys' fees and costs,
whether or not suit be brought including, without limitation, the institution of voluntary or
involuntary proceeding under the U.S. Bankruptcy Code, including such fees and costs at
trial or on appeal;
(2) to the payment of the reasonable and proper charges, expenses and liabilities
of the trustee or receiver; and
(3) to the payment of interest due on and next to the payment of principal due
on the Series 2021 Note.
SECTION 19. NO RECOURSE. No recourse shall be had for the payment of the principal
of and interest on the Series 2021 Note or for any claim based on the Series 2021 Note or on this
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Agreement, against any present or former member or officer of the Village or any person executing
the Series 2021 Note.
SECTION 20. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In
any case where the date for making any payment or the last date for performance of any act or the
exercise of any right, as provided in this Agreement, shall be other than a Business Day, then such
payment or performance shall be made on the succeeding Business Day with the same force and
effect as if done on the nominal date provided in this Agreement, provided that interest on any
monetary obligation hereunder shall accrue at the applicable rate to and including the date of such
payment.
SECTION 21. DEFEASANCE. If, at any time, the Village shall have paid, or shall have
made provision for payment of, the principal and interest with respect to the Series 2021 Note and
all costs and expenses of the Lender payable under this Agreement, then, and in that event, the
pledge of and lien on the special funds pledged in this Agreement in favor of the Lender shall be
no longer in effect and the Village shall have no further obligation to comply with the covenants
contained in Section 10 hereof, other than the covenant contained in paragraph (A) of Section 10.
For purposes of the preceding sentence, deposit of Federal Securities in irrevocable trust with a
banking institution or trust company, for the sole benefit of the Series 2021 Note, with respect to
which Federal Securities the principal of and interest will be sufficient to make timely payment of
the principal and interest on the Series 2021 Note, and which are not subject to redemption prior
to maturity, shall be considered "provision for payment."
SECTION 22. WAIVER OF JURY TRIAL. The Village and the Lender knowingly,
intentionally, and voluntarily waive any right which any of them may have to a trial by jury in
connection with any matter directly or indirectly relating to any loan document executed in
connection herewith or any other matter arising from the relationship between the Lender and the
Village.
SECTION 23. AMENDMENTS, CHANGES AND MODIFICATIONS. This Agreement
may be amended only by written instrument signed by the Lender and the Village.
SECTION 24. BINDING EFFECT. To the extent provided herein, this Agreement shall
be binding upon the Village and the Lender and shall inure to the benefit of the Village and the
Lender and their respective successors and assigns.
SECTION 25. SEVERABILITY. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
SECTION 26. EXECUTION IN COUNTERPARTS. This Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
SECTION 27. APPLICABLE LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. Venue for resolution of any dispute
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Agenda Item #14.
concerning this Agreement shall be a court of competent jurisdiction located in Palm Beach
County, Florida.
SECTION 28. PARTICIPATION OF AGREEMENT AND NOTE. The Lender hereby
notifies the Village, and the Village hereby acknowledges such notification, that simultaneously
with the execution and delivery of this Agreement and the issuance of the Series 2021 Note, the
Lender will enter into a participation agreement with Sterling National Funding Corp., a New York
corporation and wholly -owned subsidiary of the Lender ("SNFC"), whereby the Lender will sell
to SNFC a 100% participation interest in this Agreement and the Series 2021 Note at par. The
Lender will continue to service this Agreement and the Series 2021 Note and collect all payments
and payment of any prepayment thereunder.
[Signature page follows.]
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Agenda Item #14.
[Signature page to Loan Agreement relating to Series 2021 Note.]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.
(SEAL)
ATTEST:
By:
Village Clerk
APPROVED AS TO LEGAL FORM:
By:
Village Attorney
VILLAGE OF TEQUESTA, FLORIDA
0
Village Manager
STERLING NATIONAL BANK
By:
Name: Kevin King
Title: Senior Managing Director
52128328;6
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Agenda Item #14.
NO. R-1
RATE OF INTEREST
2.18%
(Subject to Adjustment)
EXHIBIT A
FORM OF NOTE
VILLAGE OF TEQUESTA, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE
SERIES 2021
FINAL MATURITY DATE
October 1, 2040
REGISTERED OWNER: STERLING NATIONAL BANK
PRINCIPAL AMOUNT:
MILLION DOLLARS
ss
DATE OF ISSUE
January 21, 2021
KNOW ALL MEN BY THESE PRESENTS, that the Village of Tequesta, Florida (the
"Village"), for value received, hereby promises to pay to the Registered Owner above or registered
assigns, solely from the special funds mentioned below, the Principal Amount shown above, on
the dates and in the amounts set forth on the Amortization Schedule attached hereto, and to pay
solely from such special funds, interest on the Principal Amount hereunder from the date hereof
to the date of payment thereof, at the annual Rate of Interest set forth above until payment of the
Principal Amount above stated, such interest to be payable April 1 and October 1 of each year,
commencing April 1, 2021 and on the Maturity Date or earlier prepayment of the Principal
Amount. The Rate of Interest on this Note is subject to adjustment as set forth on Exhibit A hereto.
Such interest will be calculated on a 360-day year consisting of twelve 30-day months. The
principal of and interest on this Note are payable in lawful money of the United States of America.
This Note is issued under the authority of Chapter 166, Florida Statutes, and other
applicable provisions of law, and pursuant and subject to the terms and conditions of Resolution
No. 2021- adopted by the Village on January 14, 2021 (the "Resolution"), and a Loan
Agreement, dated January 21, 2021 (the "Agreement"), between the Village and the initial
purchaser of the Series 2021 Note, to which reference should be made to ascertain those terms and
conditions.
Subject to the limitations and restrictions set forth in the Agreement, the Village has
covenanted in the Agreement to budget and appropriate, and deposit to the Sinking Fund
established pursuant to the Agreement, in each Fiscal Year while this Note is outstanding, amounts
sufficient, from legally available Non -Ad Valorem Revenues, to pay the principal of and interest
on this Note during such Fiscal Year, as more particularly provided in the Resolution and the
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Agenda Item #14.
Agreement. This Note is payable from and secured by a lien upon and pledge of the amounts so
budgeted, appropriated and deposited and monies in the funds and accounts established pursuant
to the Agreement (the "Pledged Funds"), all in the manner and as more particularly described in
the Agreement. Reference is made to the Agreement for the provisions relating to the security for
payment of this Note and the duties and obligations of the Village hereunder. Capitalized terms
used and not otherwise defined herein shall have the meanings described to such terms in the
Agreement.
This Note shall not constitute a general obligation or indebtedness of the Village within the
meaning of any constitutional limitation, and the Noteholder shall never have the right to require
or compel the levy of ad valorem taxes on any property of or in the Village for the payment of the
principal of and interest on this Note. This Note shall not constitute a lien upon the Series 2021
Project, or upon any property of or in the Village, but shall be payable from and secured solely by
the Pledged Funds in the manner provided in the Agreement.
This Note may, at the option of the Village, be prepaid in whole but not in part on any
payment date on or after January 21, 2026. With respect to any such prepayment prior to January
211 2031, the Village will pay a prepayment premium of 1 % of the amount prepaid. Prepayment
on or after January 21, 2031 shall be at par.
This Note may be prepaid in part no more than once during any consecutive 12-month
period and any such partial prepayment, unless otherwise agreed to by the Village and the Lender
in writing, shall be credited to principal installments payable on the Series 2021 Note in inverse
order of principal installments due.
Notice of such redemption shall be given in the manner and to the extent specified by the
Agreement. Notwithstanding anything in the Resolution, the Agreement or in this Note to the
contrary, the Registered Owner shall not be required to surrender or cancel this Note until all
amounts due and owing under this Note and the Agreement have been paid in full.
The Village has entered into certain covenants with the Registered Owner for the terms of
which reference is made to the Agreement. In particular, the Village has reserved the right to issue
additional obligations payable from the Non -Ad Valorem Revenues or secured by covenant to
budget and appropriate Non -Ad Valorem Revenues. The Village has also reserved the right to
defease its covenant to budget and appropriate Non -Ad Valorem Revenues and the lien of this
Note upon the Pledged Funds upon making provision for payment of this Note as provided in the
Agreement. The Village has caused the obligation to be deemed a "qualified tax exempt
obligation" within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as
amended.
This Note is subject to transfer or assignment by the Lender as provided in the Agreement.
This Note is and has all the qualities and incidents of a negotiable instrument under the
laws of the State of Florida.
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and laws of the State of Florida to happen, exist and be performed precedent to and
A-2
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Agenda Item #14.
in the issuance of this Note, have happened, exist and have been performed in regular and due
form and time as so required.
IN WITNESS WHEREOF, Village of Tequesta, Florida, has caused this Note to be
executed by the Village Manager, and attested by the Village Clerk, either manually or with their
facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted,
lithographed or reproduced hereon, and this Note to be dated as of January 21, 2021.
(SEAL)
ATTEST:
Village Clerk
VILLAGE OF TEQUESTA, FLORIDA
By:
Village Manager
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Note is the note of the issue described in the Resolution.
Village Clerk
As Registrar
Authorized Signature
Date of Authentication:
A-3
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Agenda Item #14.
[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT NAME AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE)
the within Bond of the Village of Tequesta, Florida and does hereby constitute and appoint
attorney to transfer the said Bond on
the books of the within named Issuer, with full power of substitution in the premises.
Dated:
In the presence of. -
Notice: Signature(s) must be guaranteed
by an institution which is a participant in
the Transfer Agent Medallion Program
("STAMP") or similar program.
Bondholder
Note: The signature to this Assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or enlargement or any change
whatever.
ME
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Agenda Item #14.
Exhibit A to Form of Note
Adjustment to Interest Rate
The interest rate on this Series 2021 Note shall be subject to adjustment as set forth below:
Upon the occurrence of a Determination of Taxability occurring as a consequence of an act,
omission or event within the control of the Village, the interest rate on this Series 2021 Note shall
be adjusted to a rate equal to the interest rate otherwise borne hereby divided by .78 (the "Adjusted
Interest Rate") calculated on the basis of a 360-day year consisting of twelve 30-day months, as of
and from the date such Determination of Taxability would be applicable with respect to this Series
2021 Note (the "Accrual Date"); and (i) the Village shall on the next interest payment date (or if
this Note shall have matured, within thirty days after demand by the Owner) hereon pay to the
Owner an amount equal to the difference between (A) the total interest that would have accrued
on this Note at the Adjusted Interest Rate from the Accrual Date to such interest payment date (or
payment date following such demand), and (B) the actual interest paid by the Village on this Note
from the Accrual Date to such interest payment date (or payment date following such demand);
and (11) from and after the Date of Determination of Taxability, this Series 2021 Note shall continue
to bear interest at the Adjusted Interest Rate for the period such determination continues to be
applicable with respect to this Series 2021 Note. The adjustment shall survive payment of this
Series 2021 Note until such time as the federal statute of limitations under which the interest on
this Series 2021 Note could be declared taxable under the Code shall have expired.
The Village has designated this Series 2021 Note as a "qualified tax-exempt obligation" (QTEO)
for purposed of Section 265 of the Code. If it should ever be determined that this Series 2021 Note
is not a QTEO, then the Village shall pay to the Owner, within sixty days after demand, such
amounts as shall provide to the Owner the same rate of return hereon that the Owner would have
realized had this Series 2021 Note been a QTEO. This adjustment shall survive payment of this
Series 2021 Note until such time as the federal statute of limitations under which this Series 2021
Note could be declared not to be a QTEO shall have expired.
No Determination of Taxability shall be deemed to occur unless the Village has been given
timely written notice of such occurrence by the holder of this Series 2021 Note and, to the extent
permitted by law, an opportunity to participate in and seek, at the Village's own expense, a final
administrative determination by the Internal Revenue Service or determination by a court of
competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such
Determination of Taxability; provided that the Village, at its own expense, delivers to the holder
of this Series 2021 Note an opinion of bond counsel acceptable to such holder to the effect that
such appeal or action for judicial or administrative review is not without merit and there is a
reasonable possibility that the judgment, order, ruling or decision from which such appeal or action
for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. For
purposes hereof:
(1) "Code" means the Internal Revenue Code of 1986, as amended, including the
applicable regulations of the Department of the Treasury (including applicable final
regulations, temporary regulations and proposed regulations), the applicable rulings
of the Internal Revenue Service (including published Revenue Rulings and private
letter rulings) and applicable court decisions;
A-5
52128328;6 Page 298 of 394
Agenda Item #14.
(2) "Determination of Taxability" means a final decree or judgment of any federal
court or a final action of the Internal Revenue Service or of the United States
Treasury Department determining that due the action or inaction of the Village
interest payable on this Series 2021 Note is includable in the gross income of the
Registered Owner, or an opinion to such effect delivered to the Village or the
Registered Owner by nationally recognized bond counsel. No such decree or action
shall be considered final for the purposes of this paragraph unless the Village has
been given written notice thereof and, if it is so desired by the Village and is legally
permissible, the Village has been afforded the opportunity to contest the same, at
its own expense, either directly or in the name of the Registered Owner and until
the conclusion of any appellate review, if sought.
However, in no event shall the interest on this Series 2021 Note exceed the maximum permitted
by law.
A-6
52128328;6
Page 299 of 394
Agenda Item #14.
AMORTIZATION SCHEDULE
Payment Date
Principal
Coupon
Interest
Total
TOTAL
52128328,6 Page 300 of 394
Agenda Item #14.
TABLE OF CONTENTS
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Report
Page
Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Aggregate Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Cost of Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 301 of 394
Agenda Item #14.
SOURCES AND USES OF FUNDS
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Dated Date 01/21/2021
Delivery Date 01/21/2021
Sources:
Bond Proceeds:
Par Amount 6,890,000.00
6,890,000.00
Uses:
Project Fund Deposits:
Community Center
6,000,000.00
Streets & Roadway
510,000.00
Parks & Recreational
350,000.00
6,860,000.00
Delivery Date Expenses:
Cost of Issuance
30,000.00
6,890,000.00
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 301W �94
Aaenda Item #14.
BOND SUMMARY STATISTICS
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Dated Date
01/21/2021
Delivery Date
01/21/2021
First Coupon
04/01/2021
Last Maturity
10/01/2040
Arbitrage Yield
2.180147%
True Interest Cost (TIC)
2.180147%
Net Interest Cost (NIC)
2.180000%
All -In TIC
2.226183
Average Coupon
2.180000%
Average Life (years)
11.037
Duration of Issue (years)
9.591
Par Amount
6,890,000.00
Bond Proceeds
6,890,000.00
Total Interest
1,657,731.34
Net Interest
1,657,731.34
Total Debt Service
8,547,731.34
Maximum Annual Debt Service
434,583.40
Average Annual Debt Service
434,017.39
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price
100.000000
Par Average Average PV of 1 by
Bond Component Value Price Coupon Life change
Term Bond 6,890,000.00 100.000 2.180% 11.037 10,955.10
6,890,000.00 11.037 10,955.10
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
Target Value
Target Date
Yield
TIC
6,890,000.00
6,890,000.00
01/21/2021
2.180147%
All -In
TIC
6,890,000.00
(30,000.00)
6,860,000.00
01/21/2021
2.226183
Arbitrage
Yield
6,890,000.00
6,890,000.00
01/21/2021
2.180147%
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 30SW 394
Aaenda Item #14.
BOND PRICING
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Maturity
Bond Component Date Amount Rate Yield Price
Term Bond:
10/01/2021
197,000
2.180%
2.180%
100.000
10/01/2022
288,000
2.180%
2.180%
100.000
10/01/2023
294,000
2.180%
2.180%
100.000
10/01/2024
301,000
2.180%
2.180%
100.000
10/01/2025
307,000
2.180%
2.180%
100.000
10/01/2026
314,000
2.180%
2.180%
100.000
10/01/2027
321,000
2.180%
2.180%
100.000
10/01/2028
328,000
2.180%
2.180%
100.000
10/01/2029
335,000
2.180%
2.180%
100.000
10/01/2030
342,000
2.180%
2.180%
100.000
10/01/2031
350,000
2.180%
2.180%
100.000
10/01/2032
358,000
2.180%
2.180%
100.000
10/01/2033
365,000
2.180%
2.180%
100.000
10/01/2034
373,000
2.180%
2.180%
100.000
10/01/2035
381,000
2.180%
2.180%
100.000
10/01/2036
390,000
2.180%
2.180%
100.000
10/01/2037
398,000
2.180%
2.180%
100.000
10/01/2038
407,000
2.180%
2.180%
100.000
10/01/2039
416,000
2.180%
2.180%
100.000
10/01/2040
425,000
2.180%
2.180%
100.000
6,890,000
Dated Date
Delivery Date
First Coupon
Par Amount
Original Issue Discount
Production
Underwriter's Discount
Purchase Price
Accrued Interest
Net Proceeds
01/21/2021
01/21/2021
04/01/2021
6,890,000.00
6, 890, 000.00 100.000000 %
6, 890, 000.00 100.000000 %
6,890,000.00
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS)
Page 304V -394
Aaenda Item #14.
BOND DEBT SERVICE
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Dated Date 01/21/2021
Delivery Date 01/21/2021
Period
Ending
Principal
Coupon
Interest
Debt Service
10/01/2021
197,000
2.180%
104,306.94
301,306.94
10/01/2022
288,000
2.180%
145,907.40
433,907.40
10/01/2023
294,000
2.180%
139,629.00
433,629.00
10/01/2024
301,000
2.180%
133,219.80
434.0219.80
10/01/2025
307,000
2.180%
126,658.00
433,658.00
10/01/2026
314,000
2.180%
119,965.40
433,965.40
10/01/2027
321,000
2.180%
113,120.20
434,120.20
10/01/2028
328,000
2.180%
106,122.40
434,122.40
10/01/2029
335,000
2.180%
98,972.00
433,972.00
10/01/2030
342,000
2.180%
91,669.00
433,669.00
10/01/2031
350,000
2.180%
84,213.40
434,213.40
10/01/2032
358,000
2.180%
76,583.40
434,583.40
10/01/2033
365,000
2.180%
68,779.00
433,779.00
10/01/2034
373,000
2.180%
60,822.00
433,822.00
10/01/2035
381,000
2.180%
52,690.60
433,690.60
10/01/2036
390,000
2.180%
44,384.80
434,384.80
10/01/2037
398,000
2.180%
35,882.80
433,882.80
10/01/2038
407,000
2.180%
27,206.40
434.8206.40
10/01/2039
416,000
2.180%
18,333.80
434,333.80
10/01/2040
425,000
2.180%
9,265.00
434.8265.00
6,890,000
1,657,731.34
8,547,731.34
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 306W t94
Agenda Item #14.
BOND DEBT SERVICE
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Dated Date 01/21/2021
Delivery Date 01/21/2021
Period
Ending
Principal
Coupon
Interest
Debt Service
Annual
Debt Service
04/01/2021
29,205.94
29,205.94
10/01/2021
197,000
2.180%
75,101.00
2721101.00
301,306.94
04/01/2022
72,953.70
72,953.70
10/01/2022
288,000
2.180%
72,953.70
360,953.70
433,907.40
04/01/2023
69,814.50
69,814.50
10/01/2023
294,000
2.180%
69,814.50
363,814.50
433,629.00
04/01/2024
66,609.90
66,609.90
10/01/2024
301,000
2.180%
66,609.90
367,609.90
4341219.80
04/01/2025
63,329.00
63,329.00
10/01/2025
307,000
2.180%
63,329.00
370,329.00
433,658.00
04/01/2026
59,982.70
59,982.70
10/01/2026
314,000
2.180%
59,982.70
373,982.70
433,965.40
04/01/2027
56,560.10
56,560.10
10/01/2027
321,000
2.180%
56,560.10
377,560.10
434,120.20
04/01/2028
53,061.20
53,061.20
10/01/2028
328,000
2.180%
53,061.20
381,061.20
4341122.40
04/01/2029
49,486.00
49,486.00
10/01/2029
335,000
2.180%
49,486.00
3841486.00
433,972.00
04/01/2030
45,834.50
45,834.50
10/01/2030
342,000
2.180%
45,834.50
387,834.50
433,669.00
04/01/2031
42,106.70
42,106.70
10/01/2031
350,000
2.180%
421#106.70
3921106.70
434.8213.40
04/01/2032
38,291.70
38,291.70
10/01/2032
358,000
2.180%
38,291.70
396,291.70
434,583.40
04/01/2033
34,389.50
34,389.50
10/01/2033
365,000
2.180%
34,389.50
399,389.50
433,779.00
04/01/2034
30,411.00
30,411.00
10/01/2034
373,000
2.180%
30,411.00
403,411.00
433,822.00
04/01/2035
26,345.30
26,345.30
10/01/2035
381,000
2.180%
26,345.30
407,345.30
433,690.60
04/01/2036
22,192.40
22,192.40
10/01/2036
390,000
2.180%
221#192.40
4121192.40
434,384.80
04/01/2037
17,941.40
17,941.40
10/01/2037
398,000
2.180%
17,941.40
415,941.40
433,882.80
04/01/2038
13,603.20
13,603.20
10/01/2038
407,000
2.180%
13,603.20
420,603.20
434.1206.40
04/01/2039
91166.90
9,166.90
10/01/2039
416,000
2.180%
91166.90
425,166.90
434,333.80
04/01/2040
41632.50
41632.50
10/01/2040
425,000
2.180%
4,632.50
429,632.50
4341265.00
61890,000
11657,731.34
8,547,731.34
81547,731.34
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 306W 394
Agenda Item #14.
AGGREGATE DEBT SERVICE
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Period
Ending
Capital
Improvement
Revenue Note,
Series 2021
Promissory
Note, Series
2002
Aggregate
Debt Service
10/01/2021
301,306.94
248,334.32
549,641.26
10/01/2022
433,907.40
372,501.48
806,408.88
10/01/2023
433,629.00
433,629.00
10/01/2024
434,219.80
434,219.80
10/01/2025
433,658.00
433,658.00
10/01/2026
433,965.40
433,965.40
10/01/2027
434,120.20
434,120.20
10/01/2028
434,122.40
434,122.40
10/01/2029
433,972.00
433,972.00
10/01/2030
433,669.00
433,669.00
10/01/2031
434, 213.40
434, 213.40
10/01/2032
434,583.40
434,583.40
10/01/2033
433,779.00
433,779.00
10/01/2034
433,822.00
433,822.00
10/01/2035
433,690.60
433,690.60
10/01/2036
434,384.80
434,384.80
10/01/2037
433,882.80
433,882.80
10/01/2038
434,206.40
434,206.40
10/01/2039
434,333.80
434,333.80
10/01/2040
434,265.00
434,265.00
8,547,731.34
620,835.80
9,168,567.14
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 30-fW t94
Agenda Item #14.
COST OF ISSUANCE
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Cost of Issuance $/1000 Amount
Issuer Counsel Fee 0.72569
5,000.00
Bond Counsel Fee 1.45138
10,000.00
Financial Advisor Fee 2.17707
15,000.00
4.35414
30,000.00
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS) Page 306W 394
Aaenda Item #14.
FORM 8038 STATISTICS
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
(Lender: Sterling National Bank)
FINAL NUMBERS
Dated Date 01/21/2021
Delivery Date 01/21/2021
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Term Bond:
10/01/2021
197,000.00
2.180%
100.000
197,000.00
197,000.00
10/01/2022
288,000.00
2.180%
100.000
288,000.00
288,000.00
10/01/2023
294,000.00
2.180%
100.000
294,000.00
294,000.00
10/01/2024
301,000.00
2.180%
100.000
301,000.00
301,000.00
10/01/2025
307,000.00
2.180%
100.000
307,000.00
307,000.00
10/01/2026
314,000.00
2.180%
100.000
314,000.00
314,000.00
10/01/2027
321,000.00
2.180%
100.000
321,000.00
321,000.00
10/01/2028
328,000.00
2.180%
100.000
328,000.00
328,000.00
10/01/2029
335,000.00
2.180%
100.000
335,000.00
335,000.00
10/01/2030
342,000.00
2.180%
100.000
342,000.00
342,000.00
10/01/2031
350,000.00
2.180%
100.000
350,000.00
350,000.00
10/01/2032
358,000.00
2.180%
100.000
358,000.00
358,000.00
10/01/2033
365,000.00
2.180%
100.000
365,000.00
365,000.00
10/01/2034
373,000.00
2.180%
100.000
373,000.00
373,000.00
10/01/2035
381,000.00
2.180%
100.000
381,000.00
381,000.00
10/01/2036
390,000.00
2.180%
100.000
390,000.00
390,000.00
10/01/2037
398,000.00
2.180%
100.000
398,000.00
398,000.00
10/01/2038
407,000.00
2.180%
100.000
407,000.00
407,000.00
10/01/2039
416,000.00
2.180%
100.000
416,000.00
416,000.00
10/01/2040
425,000.00
2.180%
100.000
425,000.00
425,000.00
6,890,000.00 6,890,000.00 6,890,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity
Yield
Final Maturity 10/01/2040 2.180% 425,000.00 425,000.00
Entire Issue 6,890,000.00 6,890,000.00 11.0367 2.1801%
Proceeds used for accrued interest
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
0.00
30,000.00
0.00
0.00
Dec 28, 2020 4:15 pm Prepared by Hilltop Securities Inc. (MJS)
Page 309r'6f 394
Agenda Item #14.
V"111age
ti
345 Tequesta Drive
Tequesta,, FL 33469-
r
Y
9 -
NOTICE OF INTENT TO AWARD
DATE: December 21, 2020
TO: All Proposers
5 1-768-0700
rww.tequesta.org
RE: Notice of Intent to Award
Request for Proposals No. FIN 10-20
Bank Loan Financing —Capital Improvement Revenue Note, Series 2021
The Village of Tequesta, Florida announces its intent to award the contract for the following:
Bank Loan Financing — Capital Improvement Revenue Note, Series 2021
To the following:
Sterling National Bank
Responses were evaluated according to criteria stated in the RFP. This Notice of Intent to Award
is subject to execution of a written contract and, as a result, this Notice does NOT constitute the
formation of a contract between the Village of Tequesta (hereinafter the "Village") and the
apparent successful vendor/proposer. If the apparent successful vendor fails to negotiate and
execute a contract with the Village, the Village may revoke the award and award the contract to
the next highest ranked vendor or withdraw the RFP altogether. The Village further reserves the
right to cancel this Notice of Intent to Award at any time prior to the execution of a written
contract.
We thank you for participating in this competitive selection process. For information about this
notice, please contact the undersigned.
Sincerely,
see �
Sonal Bhatt
Accountant
E-Mail: sbhatt@teguesta.org
Telephone: 561.768.0428
Vice -Mayor Kyle Stone Mayor Abby Brennan Council Member Laurie Brandon
Council Member Frank D'Ambra Council Member Bruce Prince
Village Manager Jeremy Allen
Page 310 of 394
Agenda Item #14.
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Page 314 of 394
Agenda Item #14.
Prepared by. Hilltop Securities, Inc. (Financial Advisor
Date Prepared. December 16, 2020
Primary Contact
Andrew Smith, Senior VP
Jarrod Trefelner, VP
Roland Valdivieso, Senior VP
Mark Cargo, Mng Dir
Not -to -Exceed Amount
$7,000,000
$7,000,000
$7,000,000
$7,000,000
Final Maturity
October 1, 2040
October 1, 2035
October 1, 2040
October 1, 2040
Tax Status
Tax-exempt
Tax-exempt
Tax-exempt
Tax-exempt
BQ/NBQ
Bank qualified
Not specified
Not specified
Either
Interest Rate
2.29%
1.99%
2.53%
2.18%
Rate Expiration Date
January 28, 2021
January 25, 2021
January 21, 2021
January 22, 2021
Option 1: Callable in whole at any time
Non -callable for first five years;
@ 101 %
Payable in whole or in part for first
Payable in whole or part at any time
callable in whole or part on anyo
Prepayment Provisions
three years @ 101 /o; callable
@ 100%
Payment Date in years 6-9 @ 101 /o;
Option 2: Non -callable for first half of
thereafter @ 100%
callable in whole or in part on any
loan; callable thereafter @ 100%
Payment Date after year 9 @ 100%
Bank Counsel Fee
$7,500
$7,500
$7,500
None
Debt service coverage/additional
Acceptance of terms must be
Acceptance of terms must be
Debt service coverage/additional
bonds test of 1.25x
received by December 21, 2021
received by December 22, 2021
bonds test of 1.20x
Default rate equal to greater of
Additional bonds test of 1.20x
No default rate provided
Default rate equal to interest rate on
interest rate on Note + 3% and WSJ
Note + 2%
Prime + 3.5%
No default rate provided
Three most recent audited financial
statements and most recent adopted
Additional Provisions
Financial statements must be
Financial statements must be
Financial statements must be
budget must be provided for credit
delivered within 270 days after close
delivered within 270 days after close
delivered within 270 days after close
approval
of each fiscal year
of each fiscal year and budget within
of each fiscal year
60 days of adoption
Reserves the right to assign, transfer
Financing should be fully funded at
Bank requests the right to meet with
or convey Loan to (i) an affiliate of the
closing and allow for a maximum of
Late fee of 5% for any payment not
the Village to present depository
registered owner of the Loan or (ii)
four funding disbursements
received with 10 days of payment due
products with the goal of earning
banks, insurance companies or other
date I business from the Village
financial institutions or their affiliates
Bank
Par Amount
Estimated
BB&T
$6,928,000
Financing Results Based.
CenterState Bank
$6,928,000
-.
ProfessionalBank
$6,928,000
Sterling National Bank
$6,920,000
Average Life
11.070 years
8.193 years
11.114 years
11.036 years
All -in True Interest Cost
2.394%
2.123%
2.635%
2.272%
Total Interest
$1,756,226
$1,129,586
$1,953,239
$1,664,813
Maximum Annual Debt Service
$441,356
$548,863
$451,446
$436,408
'Assumes total costs of issuance (except for bank counsel fee) of $60, 000 for all scenarios,
Page 315 of 394
Agenda Item #14.
T E RLING
NATIONAL BANK
December 15, 2020
The Village of Tequesta, FL
345 Tequesta Drive
Tequesta, FL 33469
Mark A. Cargo
Managing Director
Sterling National Bank
9667 Ravenscroft LN NW
Concord, NC 28027
704-287-4493
Email: mcargo(cbsnb.com
Website: www.snb.com
Project: Bank Loan Financing —Capital Improvement Revenue Note, Series 2021 (RFP#FIN10-20)
Sterling National Bank ("SNB") is pleased to present this financing proposal (the "Term Sheet")
to the Tequesta, FL subject to final credit approval, in connection with the above -referenced
project. Working with SNB has several major advantages, including:
• Experience and Expertise: Each member of the SNB Public Finance team has significant
experience regarding the financing of essential governmental equipment and projects, and can
help you document your financing in a manner that complies with applicable local laws.
• Financial Capability: The SNB Public Finance team is part of Sterling National Bank, a publicly
traded commercial bank, which has the capability of funding tax-exempt financings on a
nationwide basis.
• Reliability: The SNB Public Finance team prides itself on excellent customer service and the
prompt closing of awarded transactions.
• Simplified Financing Structure: SNB is proposing to finance 100% of the Improvements as noted
in the RFP, via a Capital Improvement Revenue Note.
We look forward to working with you and your team on this assignment, and please do not hesitate to
contact us with any questions, comments or concerns. We are positive that you'll enjoy working with
SNB.
Very truly yours,
Mark A. Cargo
Managing Director
mcargo@snb.com
www.snb.com
Page 316 of 394
Agenda Item #14.
T E RLING
NATIONAL BANK
TERM gWPPT
Mark A. Cargo
Managing Director
Sterling National Bank
9667 Ravenscroft LN NW
Concord, NC 28027
704-287-4493
Email: mcargo(a_snb.com
Website: www.snb.com
TYPE OF FINANCING: A Capital Improvement Revenue Note, Series 2021 (the "Series
2021 Note" or "Loan" or "Note"), with repayment from Non -Ad
Valorem Revenues as noted in the RFP, which will enable the
Borrower to Fund the Improvements as detailed in the RFP.
Lender will fund the Note on a private -placement basis.
ISSUER/BORROWER: Village of Tequesta, Florida (the "Village")
PURCHASER/LENDER: Sterling National Bank, or its designee or assignee
ESCROW/DRAW OPTION: The "Note" shall be funded into a Sterling National Bank escrow
account (the "Escrow Fund"), with disbursements made as
needed. The Escrow shall be set up with Sterling National Bank
at no cost and will be collateralized as required by the State of
Florida. Escrow Fund earnings will accrue for the benefit of the
borrower.
AMOUNT FINANCED:
Not to Exceed $7,000,000.00
PROJECTS/USE: Proceeds from the Village's Capital Improvement Revenue Note,
Series 2021 (the "Note" or "Loan") will be used to provide funds to
pay a portion of the costs of (i) construction of a new recreation
center, (ii) various street, roadway and other public work
improvements, and (iii) other parks and recreational improvements.
TERM: Approximately Nineteen (19) years, Nine (9) months (Exhibit A).
PAYMENT STRUCTURE: Borrower shall make principal and interest Loan payments as set
forth below in Exhibit A.
INTEREST RATE: 2.18
ANTICIPATED CLOSING DATE: On or before January 22, 2021
SNB Confidential Term Sheet
2 1 �a_�ree
317 of 394
Agenda Item #14.
INTEREST RATE LOCK: The Interest Rates quoted above are valid through the
Anticipated Closing Date.
BANK QUALIFICATION: If applicable, the Loan may be designated as Bank Qualified or
Non -Bank Qualified Tax -Exempt (Exhibit A) Obligation under
section 265(b) of the Internal Revenue Code of 1986, as
amended.
SECURITY: The payment of the principal of and interest on the Series 2021
Note shall be secured forthwith, by a lien upon and a pledge of
the Pledged Funds. "Pledged Funds" means the Non -Ad Valorem
Revenues budgeted, appropriated and deposited by the Village
for the payment of the Series 2021 Note and moneys and
investment income held in the funds and accounts created for the
Series 2021 Note.
PREPAYMENT: Borrower shall have the right to pre -pay the Note (in whole or in
part subject to mutually agreed upon parameters) on any
payment date by paying the Redemption Price, provided that
Borrower gives Lender at least thirty (30) days prior written
notice of its intent to do so. The Redemption Price, as a
percentage of the then -outstanding Note balance, shall be equal
to:
PREPAYMENT: Exhibit A;
Year:
Percentage:
1-5
No Call
6-9
101%
Thereafter
100%
FEES OF LENDER: None, for standard document review. The costs of issuance
incurred by Borrower, such as Loan counsel fees, are payable by
Borrower and may be capitalized into the Note upon request.
DOCUMENTATION: Borrower shall provide the documentation for the Note, subject
to review & approval by Lender. Borrower shall provide an
opinion of legal counsel attesting to the legal, valid, binding and
enforceable nature of the Note. The Lender will use Gilmore &
Bell as counsel to review the documents. The Borrower will be
required to send the Lender financial statements on an annual
basis by agreed upon dates.
SNB Confidential Term Sheet 3 1
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318 of 394
Agenda Item #14.
ASSIGNMENT: Sterling National Bank (the "Purchaser/Lender") is purchasing
the Note obligation as a vehicle for making a commercial loan for
its own account with the present intent to hold the Loan
Obligation to maturity or earlier prepayment, and without any
present intent to distribute or sell any interest therein or portion,
provided, however, the Purchaser/Lender reserves the right —
without the consent of (but with notice to) the Borrower - to
assign, transfer or convey the Loan or any interest therein or
portion thereof, but no such assignment, transfer or conveyance
shall be effective as against the Borrower, unless and until the
Purchaser/Lender has delivered to the Borrower written notice
thereof that discloses the name and address of the assignee and
such assignment, transfer or conveyance shall be made only to(i)
an affiliate of the registered owner of the Loan or (ii) banks,
insurance companies or other financial institutions or their
affiliates. Nothing in the Loan shall limit the right of the
Purchaser/Lender or its assignees to sell or assign participation
interests in the Loan to one or more entities listed in (i) or (ii).
Sterling National Bank will sign an Investment Letter and a
sample copy has been included with this Term Sheet.
IRS CIRCULAR 230 DISCLOSURE: Lender and its affiliates do not provide tax advice. Accordingly,
any discussion of U.S. tax matters contained herein (including any
attachments) is not written or intended to be used, and cannot
be used, in connection with the promotion, marketing or
recommendation by anyone unaffiliated with Lender of any of
the matters addressed herein or for the purpose of avoiding U.S.
tax -related penalties.
ADVISORY DISCLOSURE: SNB is not a registered municipal advisor as defined under the
Dodd -Frank Wall Street Reform and Consumer Protection Act
and its related rules and regulations. In providing this Term
Sheet, SNB is not providing any advice, advisory services, or
recommendations with respect to the structure, timing, terms,
or similar matters concerning an issuance of municipal securities.
This Term Sheet is a commercial, arms -length proposal that does
not create a fiduciary duty by SNB to the Borrower. The Borrower
may engage, separately and at its own cost, an advisor to review
this Term Sheet and the proposed transaction on the Borrower's
behalf.
CREDIT APPROVAL: Although favorably prescreened, the Note is subject to final
credit approval by SNB and the negotiation of mutually
acceptable documentation. For due diligence, Lender will require
Borrower's three (3) most recent audited financial statements,
its most recently adopted budget, and any other information that
Lender may reasonably require.
SNB Confidential Term Sheet
41 �a_Wee
319 of 394
Agenda Item #14.
PROPOSAL EXPIRATION: Unless accepted by the Borrower or extended in writing by SNB
at its sole discretion, this Term Sheet shall expire on December
22, 2020.
Upon receipt of the signed Term Sheet, we will endeavor to provide you with a timely commitment and
we will use good faith efforts to negotiate and finance the Note based on the terms herein. It is a pleasure
to offer this financing proposal and we look forward to your favorable review.
Very truly yours,
Mark A. Cargo
Managing Director
mcargo@snb.com
Xnnnnni c n h rn m
Agreed to and Accepted by:
Village of Tequesta, Florida
(Name)
(Title)
(Date)
SNB Confidential Term Sheet
5 1 �a-Wee
320 of 394
Agenda Item #14.
Funding Amount:
Down Payment:
Capitalized Interest:
Cost of Issuance:
Amount Financed:
Payment
Number
Principal:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Tota I:
Payment
Date
1/21/2021
4/1/2021
10/1/2021
4/1/2022
10/1/2022
4/1/2023
10/1/2023
4/1/2024
10/1/2024
4/1/2025
10/1/2025
4/1/2026
10/1/2026
4/1/2027
10/1/2027
4/1/2028
10/1/2028
4/1/2029
10/1/2029
4/1/2030
10/1/2030
4/1/2031
10/1/2031
4/1/2032
10/1/2032
4/1/2033
10/1/2033
4/1/2034
10/1/2034
4/1/2035
10/1/2035
4/1/2036
10/1/2036
4/1/2037
10/1/2037
4/1/2038
10/1/2038
4/1/2039
10/1/2039
4/1/2040
10/1/2040
Exhibit A --Sample Amortization Schedule
$6,920,000.00 Interest Rate: 2.180%
$0.00 Closing Date: 1/21/2021
$0.00 Term (years): 19.75
0.00
$6,920,000.00
Payment
Amount
$28,931.29
$267,428.00
$73,335.20
$354,335.20
$70,272.30
$358,272.30
$67,133.10
$362,133.10
$63,917.60
$366,917.60
$60,614.90
$370,614.90
$57,235.90
$375,235.90
$53,769.70
$379,769.70
$50,216.30
$384,216.30
$46,575.70
$388,575.70
$42,847.90
$393,847.90
$39,022.00
$399,022.00
$35,098.00
$404,098.00
$31,075.90
$409,075.90
$26,955.70
$413,955.70
$22,737.40
$419,737.40
$18,410.10
$425,410.10
$13,973.80
$430,973.80
$9,428.50
$436,428.50
$4,774.20
$442,774.20
$8,599,147.69
Interest Principal
Component Component
$28,931.29
$0.00
$75,428.00
$192,000.00
$73,335.20
$0.00
$73,335.20
$281,000.00
$70,272.30
$0.00
$70,272.30
$288,000.00
$67,133.10
$0.00
$67,133.10
$295,000.00
$63,917.60
$0.00
$63,917.60
$303,000.00
$60,614.90
$0.00
$60,614.90
$310,000.00
$57,235.90
$0.00
$57,235.90
$318,000.00
$53,769.70
$0.00
$53,769.70
$326,000.00
$50,216.30
$0.00
$50,216.30
$334,000.00
$46,575.70
$0.00
$46,575.70
$342,000.00
$42,847.90
$0.00
$42,847.90
$351,000.00
$39,022.00
$0.00
$39,022.00
$3601000.00
$35,098.00
$0.00
$35,098.00
$369,000.00
$31,075.90
$0.00
$31,075.90
$378,000.00
$26,955.70
$0.00
$26,955.70
$387,000.00
$22,737.40
$0.00
$22,737.40
$397,000.00
$18,410.10
$0.00
$18,410.10
$407,000.00
$13,973.80
$0.00
$13,973.80
$417,000.00
$9,428.50
$0.00
$9,428.50
$427,000.00
$4,774.20
$0.00
$4,774.20
$438,000.00
$1,679,147.69
$6,920,000.00
Outstanding
Redemption
Balance
Price
$6,920,000.00
No Call
$6,920,000.00
No Call
$6,728,000.00
No Call
$6,728,000.00
No Call
$6,447,000.00
No Call
$6,447,000.00
No Call
$6,159,000.00
No Call
$6,159,000.00
No Call
$5,864,000.00
No Call
$5,864,000.00
No Call
$5,561,000.00
No Call
$5,561,000.00
$5,616,610.00
$5,251,000.00
$5,303,510.00
$5,251,000.00
$5,303,510.00
$4,933,000.00
$4,982,330.00
$4,933,000.00
$4,982,330.00
$4,607,000.00
$4,653,070.00
$4,607,000.00
$4,653,070.00
$4,273,000.00
$4,315,730.00
$4,273,000.00
$4,273,000.00
$3,931,000.00
$3,931,000.00
$3,931,000.00
$3,931,000.00
$3,580,000.00
$3,580,000.00
$3,580,000.00
$3,580,000.00
$3,220,000.00
$3,220,000.00
$3,220,000.00
$3,220,000.00
$2,851,000.00
$2,851,000.00
$2,851,000.00
$2,851,000.00
$2,473,000.00
$2,473,000.00
$2,473,000.00
$2,473,000.00
$2,086,000.00
$2,086,000.00
$2,086,000.00
$2,086,000.00
$1,689,000.00
$1,689,000.00
$1,689,000.00
$1,689,000.00
$1,282,000.00
$1,282,000.00
$1,282,000.00
$1,282,000.00
$865,000.00
$865,000.00
$865,000.00
$865,000.00
$438,000.00
$438,000.00
$438,000.00
$438,000.00
SNB Confidential Term Sheet �
6 �agee321 of 394
Agenda Item #14.
T E RLING
NATIONAL BANK
ABOUT — STERLING NATIONAL BANK
Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of
service and solutions to business owners, their families, and consumers within the communities we serve
through teams of dedicated and experienced relationship managers. Sterling National Bank offers a
complete line of commercial, business, and consumer banking products and services. In a 2012 annual
survey commissioned by Forbes and prepared by Governance Metrics International, a global leader in
corporate governance, we were named one of America's 100 Most Trustworthy Companies. Sterling
National Bank has origins dating to 1888, and Sterling Bancorp is traded on the New York Stock Exchange
under the symbol "STL". For more information about Sterling Bancorp and Sterling National Bank, please
visit www.snb.com.
The public finance group of Sterling National Bank provides tax-exempt and taxable financing solutions on
a nationwide basis for state & local governments, non-profit corporations, and the federal government.
Projects financed include virtually all types of essential capital items, including equipment, vehicles,
energy efficiency & renewable energy equipment, and real property. Financing terms are tied to the
useful life of the capital improvements, and range from 3 to 20 years. Each member of the public finance
team has 25 or more years of lending experience, and is committed to the timely closing of awarded
transactions.
CONTACT INFORMATION
For more information about this financing opportunity, please contact:
Mark Cargo
Managing Director
Sterling National Bank
Phone: (704) 287-4493
Email: mcargo@snb.com
SNB Confidential Term Sheet 7 1
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322 of 394
Agenda Item #14.
REQUEST FOR PROPOSALS
FOR
BANK LOAN FINANCING
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021
RFP #FIN10-20
Village of Tequesta, Florida
345 Tequesta Drive
Tequesta, FL 33469
RFP Issue Date: November 16, 2020
Proposal Due Date: December 16, 2020 g 2:00 pm Eastern Standard Time
Page 323 of 394
Agenda Item #14.
Table of Contents
A. PURPOSE....................................................................................................................................................... 1
B. STRUCTURE................................................................................................................................................. 1
C. SECURITY..................................................................................................................................................... 1
D. ADDITIONAL BONDS TEST....................................................................................................................... 2
E. TAX STATUS................................................................................................................................................ 2
F. ACCELERATION.......................................................................................................................................... 2
G. DOCUMENTATION......................................................................................................................................2
H. PROPOSAL FORMAT................................................................................................................................... 3
I. MISCELLANEOUS....................................................................................................................................... 4
J. TIME SCHEDULE......................................................................................................................................... 7
K. RFP INSTRUCTIONS.................................................................................................................................... 7
EXHIBIT A
- Proposal Certification.............................................................................................................. 9
EXHIBIT B -
Non -Collusion Affidavit....................................................... ................
.................................
10
EXHIBIT C -
Conflict of Interest Statement.................................................................................................
11
EXHIBIT D
- Drug -Free Workplace Form .................................................. ................
.................................
12
EXHIBIT E
— Notification of Public Entity Crimes Law.............................................................................
13
EXHIBIT F —
Truth -in -Negotiation Certificate ......................................... .................
..................................
14
EXHIBIT G
— Village Clerk's Office ADA Compliancy Statement............................................................
15
EXHIBIT H
- Palm Beach County "Cone of Silence" Code......................................................................
16
Appendix A: Preliminary Amortization Schedule
Page 324 of 394
Agenda Item #14.
PUBLIC NOTICE
Village of Tequesta
REQUEST FOR PROPOSALS
RFP #FIN10-20
BANK LOAN FINANCING — CAPITAL IMPROVEMENT
REVENUE NOTE, SERIES 2021
The Village of Tequesta is seeking proposals from qualified financial institutions to
provide atax-exempt fixed rate bank loan in a principal amount of not -to -exceed $7.0
million in accordance with the terms, conditions, and specifications contained in this
Request for Proposals (RFP).
Request for Proposals documents are available on the Village of Tequesta's website at
Village Website, Demand Star(www.demandstar.com�, or by contacting the Village
Clerk's office at (561) 768-0443.
Sealed Proposals must be clearly marked "RFP #FIN10-20, Bank Loan Financing —
Capital Improvement Revenue Note, Series 2021" and delivered to the Village Clerk
at 345 Tequesta Drive, Tequesta, Florida 33469. The deadline for submission of
Proposals is December 16, 2020 at 2:00 P.M. local time. Late Proposals will not be
accepted and will be returned to the sender unopened.
A public meeting of the Village's Selection Committee is expected to convene at 10:00
A.M. EST on Friday, December 18, 2020 in the Council Chambers at 345 Tequesta
Drive; Tequesta, Florida 33469 to review and discuss rankings of the proposers.
It is the responsibility of the Proposer to ensure that all pages are included in the
submission. All Proposers are advised to closely examine the request for proposal
documents. Any questions regarding the completeness or substance of the request for
proposal documents or the scope of services must be submitted in writing via email to
Sonal Bhatt, Accountant, sbhattkteguesta.org by 2 P.M. local time on November 25,
2020.
The Village reserves the right to accept or reject any or all Proposals, in whole or in
part, with or without cause, to waive any irregularities and/or technicalities, and to award
the contract on such coverage and terms it deems will best serve the interests of the
Village.
This Public Notice has been posted on the Village of Tequesta's website, Village Website, and on
Demand Star (www.demandstar.com�.
Page 325 of 394
Agenda Item #14.
A. PURPOSE
The Village of Tequesta, Florida (the "Village") is issuing this Request for Proposal ("RFP) from qualified
financial institutions (the "Proposers") to provide a tax-exempt fixed rate bank loan in a principal amount of
not -to -exceed $7.0 million. Proceeds from the Village's Capital Improvement Revenue Note, Series 2021 (the
"Note" or "Loan") will be used to provide funds to pay a portion of the costs of (i) construction of a new
recreation center, (11) various street, roadway and other public work improvements, and (111) other parks and
recreational improvements.
The Village shall accept and review proposals from Proposers based upon the preliminary financing structure
provided below. The Village will select the financial institution (the "Bank") that provides the lowest overall
borrowing cost to the Village while meeting the financing requirements of the Village. Hilltop Securities Inc.,
Orlando, Florida ("Financial Advisor") is serving as the Village's financial advisor on the Note.
B. STRUCTURE
Amount:
Settlement Date:
Rate:
Prepayment:
Interest Payment Dates:
Interest Compounding:
Interest Day Count Method:
Principal Payment Dates:
Preliminary Amortization Schedule:
C. SECURITY
Not -to -exceed $7.0 million
Expected on or about January 21, 2021
Tax-exempt fixed rate for term of the loan
The Village requests the ability to prepay the loan in whole
or in part without penalty. Please provide prepayment
options as part of Proposal.
Semi-annually on April 1 and October 1, commencing April
112021
None
3 0/3 60
Annually on October 1, commencing October 1, 2021
See Appendix A
The payment of the principal of and interest on the Series 2021 Note shall be secured forthwith, by a lien upon
and a pledge of the Pledged Funds. "Pledged Funds" means the Non -Ad Valorem Revenues budgeted,
appropriated and deposited by the Village for the payment of the Series 2021 Note and moneys and investment
income held in the funds and accounts created for the Series 2021 Note. The Series 2021 Note shall not
constitute a general obligation or indebtedness of the Village within the meaning of any constitutional
limitation and the Bank shall never have the right to require or compel the levy of taxes upon any property of
or in the Village for the payment of the principal of and interest on the Series 2021 Note. The Village does
hereby irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Series 2021
Note and other amounts payable hereunder and under the Note.
Page 326 of 394
Agenda Item #14.
D. ADDITIONAL BONDS TEST
The Village will not issue any obligations secured by a covenant to budget and appropriate or payable from
Non -Ad Valorem Revenues or secured by a lien on or pledge of any specific Non -Ad Valorem Revenues
unless either:
(a) such obligations shall contain an express statement that such obligations are junior, inferior and
subordinate in all respects to the Series 2021 Note; or
(b) the Non -Ad Valorem Revenues received by the Village for each of the two preceding Fiscal Years, net of
the amounts used in each such Fiscal Year for the payment of services and programs which are for
essential public purposes affecting the health, welfare and safety of the inhabitants of the Village or which
are legally mandated by applicable law and which were not already paid from ad valorem tax revenues,
cover projected maximum annual debt service on the Series 2021 Note and all other debt secured by, or
payable from a covenant to budget and appropriate from, Non -Ad Valorem Revenues (including the
proposed debt) and any other debt secured by a lien on or pledge of any specific Non -Ad Valorem
Revenues, by at least 1.20 times, in which case such obligations may be issued on a parity with the Series
2021 Note.
For the purposes of this covenant, maximum annual debt service shall be the greatest amount of debt service
for the then current or any future Fiscal Year during the term of the Series 2021 Note, and the interest rate on
any variable rate debt shall be assumed to be the rate published on the first day of the month in which such
calculation is made as the Bond Buyer 20 Bond Revenue Index or, if greater, the average of the actual rate on
such variable rate indebtedness over the sixty (60) days preceding the date of calculation.
For purposes of calculating maximum annual debt service, balloon indebtedness shall be assumed to amortize
over a period of up to twenty (20) years on a level debt service basis. In the event that the Village is required
to fund a debt service reserve fund, the funding of such debt service reserve fund shall be included in the
calculation of debt service.
E. TAX STATUS
The Note will be issued as a tax-exempt obligation.
F. ACCELERATION
The Village will NOT accept proposals that require acceleration as a remedy for a default.
G. DOCUMENTATION
Akerman LLP ("Bond Counsel") will prepare the authorizing resolution and all documents to close the Note.
The Bank will be furnished, without charge, the opinion of the Village's Bond Counsel, approving the legality
of the Note, together with the closing certificates and documents related to the transaction.
At the closing of the Note, the Bank will be required to make certain certifications, including, but not limited
to, signing a closing certificate that:
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a. it is making the Loan for its own account, does not currently intend to syndicate the Loan, will take no
action to cause the Loan to be characterized as a security, and will not treat the Loan as a municipal
security for purposes of the securities law;
b. it is not acting as a broker or other intermediary, and is funding the Loan from its own capital for its own
account, and not with a present view to a resale or other distribution to the public;
c. the Loan will not be used in the future on a securitized transaction or being treated as a municipal security;
d. it understands that the Loan is evidenced by a note, the note is issued in a single denomination equal to
the aggregate principal amount of the Loan, may not be transferred except in whole, will not be
transferred to any kind of trust under any circumstances;
e. the Loan will only be sold by the Bank to a Permitted Lender, with the Village's consent. The Permitted
Lender is a bank, trust company, savings institution, insurance company, dealer, investment company,
pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7),
Florida Statutes;
f. it is not funding the Loan for the direct or indirect promotion of any scheme or enterprise with the intent
of violating or evading any provision of Chapter 517, Florida Statutes;
g. it has in its possession, or has had access to, all material information concerning the security and sources
of payment of the Note, and, as a result thereof, is thoroughly familiar with the nature and risks of an
investment in the Note. It has been afforded access to all material information, and has had sufficient
opportunity to discuss the business of the Village and the projects financed with the proceeds of the Note,
with its officers, employees and others, and has been permitted to make an investigation of the Village
and its operations. It does not require any further information or data concerning the Village;
h. in purchasing the Note, it has relied solely upon its own investigation, examination, and evaluation of the
Village and other relevant matters, and has not relied upon any statement or materials which have not
been supported by its own investigation and examination;
i. it has knowledge and experience in financial and business matters, particularly in governmental
obligations, is capable of evaluating the merits and risks of its investment in the Note, and has determined
that it can bear the economic risk of its investment in the Note;
j. it acknowledges the understanding that the Note is not being registered under the Securities Act of 1933,
as amended (the "1933 Act") or Chapter 517, Florida Statutes, and that the Village shall have no
obligations to effect any such registration or qualification. It also acknowledges that it is an "accredited
investor" within the meaning of Chapter 517, Florida Statutes, and Regulation D of the 1933 Act;
k. there will be no CUSIPs obtained on the Loan; and,
1. there will be no credit rating obtained on the Loan.
The Bank shall also be required to execute such additional certifications or acknowledgments as are customary
on similarly structured municipal finance transactions in Florida, as reasonably determined by Bond Counsel
and counsel to the financial institution.
H. PROPOSAL FORMAT
Proposals will be evaluated based on their overall borrowing cost to the Village while meeting the financing
requirements of the Village. In order to assist the Village and its Financial Advisor in reviewing the responses,
each proposal should include the following information:
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Agenda Item #14.
(1) The legal name of the Proposer and the Proposer's primary contact person(s) (include address, telephone
number, facsimile number, and e-mail address).
(2) A proposed tax-exempt fixed interest rate for the full term of the Loan based on the amortization schedule
provided in Appendix A. The Proposer shall give a stated time in which the proposed rate will be held
until, as well as the index in which the rate shall be calculated, should the stated time elapse. No interest
rate hedge will be considered.
(3) Describe in detail all fees and expenses which the Village will be responsible to pay to the Proposer, including
any counsel fees. The Village has retained the law firm of Akerman LLP to prepare the Loan documents. The
amounts stated in the proposal shall represent the maximum amounts payable to the Proposer by the Village.
All fees and expenses, with the exception of those of Bond Counsel and Financial Advisor, in excess of those
stated in the proposal, shall be the sole responsibility of the Proposer, and will not be paid or reimbursed by
the Village.
(4) A listing of all conditions, covenants, terms or restrictions, other than those specified in this RFP, which
would be included in the Proposer's commitment to provide the Loan.
I. MISCELLANEOUS
(1) The Village will not accept proposals with reserve requirements or other restrictions to revenues or
requirements to maintain minimum balances in any bank account as a condition for the Loan.
(2) The Village reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive any
irregularities or informalities in any proposal or in the bidding, and to accept or reject any items or
combination of items. Further, the Village has the right to reject any proposal not meeting the requirements
of this RFP. Moreover, if the Village rejects all proposals, the Village reserves the right to negotiate with
any of the Proposers or any other entity to secure the intended financing. The Village reserves the right at
any time, including after the opening and review of the proposals, to ask Proposers questions and seek
clarification and additional information in regards to the proposals submitted. The final award will be to the
Proposer whose response best complies with the requirements set forth in this RFP and whose bid, in the
opinion of the Village and its Financial Advisor, is in best interest of the Village, taking into consideration
all aspects of the Proposer's response. The Village is not obligated to accept the lowest proposal. The award
is subject to approval by the Village Council and contingent upon execution of a note, loan agreement and
other closing documents acceptable to the Village. The Village reserves the right, for any reason, to rescind
any award prior to the execution of a note or loan without liability to the Village.
(3) Changes to this RFP may be made by and at the sole discretion of the Village. Any addenda to the RFP
will be posted on DemandStar. It is the bidder's responsibility to check for any addenda prior to the
submittal date. During the proposal evaluation process, the Village reserves the right to request additional
information or clarifications from the Proposers, or to allow, in the Village's sole discretion, corrections of
errors or omissions in a proposal.
(4) The Village shall not be liable for any expenses incurred in connection with the preparation of a response
or proposal to this RFP. By submitting a proposal in response to this RFP, Proposers waive and release
any and all right to make claims for reimbursement of proposal preparation costs against the Village
and its officers, officials, employees, attorneys and agents.
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Agenda Item #14.
(5) The Proposer is required to conduct its own investigation and evaluation of the creditworthiness of the
Loan. The Proposer is provided a link to the Village's Website (https://www.tequesta.ora/) which has
information regarding the Village and its financial condition. Additional financial information will be
provided upon request by the bidder and is NOT in any way intended to relieve the bidder of its
responsibility to investigate all relevant or material facts in reaching a credit decision with respect to
the Loan. All requests for clarification or additional information should be directed via email to:
Village of Teguesta Hilltop Securities
Sonal Bhatt Matthew Sansbury
Accountant -AND- Managing Director
sbhattktequesta.org matthew.sansbuiykhilltopsecurities.com
(6) Federal, State and local laws, ordinances, rules and regulations that in any manner affect the items
covered herein apply. Lack of knowledge by the Proposer will in no way be a cause for relief from
responsibility.
(7) No successful offeror may assign any portion of the contractual agreement between the parties without
prior written authorization by the Village.
(8) Warranties. The Proposer, in submission of its proposal, warrants to the Village that it will comply with
all applicable Federal, State and local laws, regulations and orders in providing the services under the
proposed documents.
(9) Discrimination (Florida Statutes, 287.134(2): An entity or affiliate who has been placed on the
discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods
or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity
for the construction or repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity; may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not
transact business with any public entity.
(10) Drug -Free Workplace. Preference shall be given to a business with a Drug -Free Work Place (DFW)
program. Whenever the Village receives two or more proposals that are equal with respect to price,
quality, and service, the Village may give preference to a proposal received from a business that
completes the attached DFW form, see Exhibit "D", and certifies it is a DFW.
(11) Cone of Silence. Pursuant to Section 2-3 55 of Palm Beach County Ordinance No. 2011-03 9 (the
"Palm Beach County Lobbyist Registration Ordinance") and the purchasing policies of the Village of
Tequesta, all Solicitations, once advertised and until the appropriate authority has approved an award
recommendation, are under the "Cone of Silence". This limits and requires documentation of
communications between potential Bidders or Proposers on Village Solicitations, with the Village's
professional staff, and the Village Council members. The Cone of Silence is in effect as of the submittal
deadline and shall terminate at the time the Village Council awards or approves an agreement, rejects
all proposals or otherwise takes action which ends the solicitation process. The Village reserves the
right to reject an offer from any vendor who violates the Cone of Silence.
(12) Lobby All Proposers are advised that the Village falls under the Palm Beach County Lobbyist
Registration Ordinance and all Proposers must comply with that ordinance. Any violation of this
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Agenda Item #14.
requirement may cause the Proposer to be disqualified and prohibited from participating further in the
RFP process.
(13) Public Records/Confidential Information. Florida law provides that municipal records shall at all times
be open for personal inspection by any person, unless otherwise exempt. Information and materials
received by the Village in connection with a Proposer's response shall be deemed to be public records
subject to public inspection. However, certain exemptions to the public records law are statutorily
provided for in Section 119.07, F.S. Section 119.07, F.S. provides an exemption from public records
law for sealed bids, proposals, or replies received by an agency pursuant to a competitive solicitation
until such time as the agency provides notice of an intended decision or until 30 days after opening the
bids, proposals, or final replies, whichever is earlier.
If the Proposer believes any of the information contained in the response is exempt from the Public
Records Law, then the Proposer must in the response specifically identify the material which is deemed
to be exempt and cite the legal authority for the exemption. The Village reserves its right to make all
determinations concerning the applicability of the Florida Public Records Law to any documents
submitted in response to this RFP. The Village shall have no liability to a Proposer for the public
disclosure of any material submitted to the Village in response to this RFP.
IF PROPOSER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES,
TO PROPOSER'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, PLEASE
CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR
AT lmcwilliams@tequesta.org, OR AT 345 TEQUESTA
DRIVE, TEQUESTA, FLORIDA 33469.
(14) Public Entity Crimes Information Statement. A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a bid on a contract
to provide any goods or services to a public entity, may not submit a bid on a contract with a public
entity for the construction or repair of a public building or public work, may not submit bids on leases
of real property to public entity, may not be awarded or perform work as a Proposer, supplier,
subcontractor, or consultant under a contract with any public entity, and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.017, for category two
for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.
(15) Anti -Collusion. The Proposer certifies that it has not divulged, discussed or compared its proposal
with other proposers, except sub -proposers if they form part of the response and has not colluded with
any other proposers or parties to a proposal whatsoever. No premiums, rebates or gratuities are
permitted either with, prior to, or after any delivery of material or service. Any violation of this
provision will result in the immediate cancellation of the contract and removal from the proposer's
list.
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Agenda Item #14.
Each Proposer shall complete the Non -Collusion Affidavit Form (Exhibit "B") and shall submit the
form with the Proposal. The Village considers the failure of the Proposer to submit this document to
be a major irregularity and shall be cause for rejection of the Proposal.
(16) Conflict of Interest. The award is subject to any and all applicable conflict of interest provisions found
in the policies or Code of Ordinances of the Village, the Palm Beach County Code of Ethics, and found
in the Florida Statutes. All Proposers must complete the Conflict of Interest Form attached hereto as
Exhibit "C"
(17) ADA Accessibility_. The Village of Tequesta strives to be an inclusive environment. As such, it is the
Village's policy to comply with the requirements of Title II of the American with Disabilities Act of
1990 ("ADA") by ensuring that the Contractor's [agreement/bid documents and specifications] are
accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a
written statement indicating that all [agreement/bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that
ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web
Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the
World Wide Web Consortium ("W3C"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/. Such ADA Compliancy Statement is attached hereto as Exhibit "G". By
signing Exhibit "G," you are acknowledging that you have submitted an ADA compliant proposal and
that proposal includes an ADA Accessibility Reporting from Adobe showing the document is
compliant or a PAC report from an ADA remedial company. Documents can be made compliant using
Adobe Acrobat Pro or via a third party company. The Village Clerk's Office can provide you with the
contact for the company the Village uses.
J. TIME SCHEDULE
The financing timetable provided below is preliminary and subject to change.
November 16, 2020
Issue RFP
November 25, 2020
Deadline to submit written questions (on or before 2:00 p.m. ET)
December 2, 2020
Addendum provided with responses to written questions (if applicable)
December 16, 2020
Proposal due date (on or before 2:00 p.m. ET)
December 18, 2020
Meeting of Evaluation Committee
January 14, 2021
Village Council meeting (approval of resolution and execution of
documents pertaining to the Note)
January 21, 2021
Closing of the Note
(Preliminary; subject to change).
K. RFP INSTRUCTIONS
One (1) clearly marked original and four (4) copies of the proposal shall be submitted on or before the due
date in one single sealed envelope or package. The envelope or package shall be clearly marked on the exterior
with the following information:
1. Bank Loan Financing —Capital Improvement Revenue Note, Series 2021: RFP #FIN10-20
2. Due Date: Wednesday, December 16, 2020 — 2PM, EST
3. Company/Proposer's Name, Point of Contact, Address and Phone Number
4. Village of Tequesta
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Agenda Item #14.
345 Tequesta Drive
Tequesta, FL 33469
One (1) electronic copy of the proposal must also be submitted via e-mail (in .pdf format) to both the Village and
its Financial Advisor to the e-mail addresses provided below for receipt no later than 2:00 p.m. EST on December
16, 2020.
Village of Tequesta Hilltop Securities
Lori McWilliams Matthew Sansbury
Village Clerk -AND- Managing Director
lmcwilliamsktequesta.org matthew.sansbury(a�hilltopsecurities.com
The Village and its Financial Advisor shall not bear the responsibility for proposals submitted/emailed past the stated
due date and time indicated, or to an incorrect email address by the Proposer's personnel.
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Agenda Item #14.
EXHIBIT A - Proposal Certification
I have received, read and agree to the all terms and conditions as set forth in RFP #FIN 10-20, Bank
Loan Financing — Capital Improvement Revenue Note, Series 2021. I hereby recognize and agree that
upon execution by an authorized officer of the Village of Tequesta, this Proposal Package, together
with the RFP, the resulting Contract/Agreement, and all other documents prepared by or on behalf of
the Village of Tequesta for this solicitation, shall become a binding agreement between the parties for
the services to be provided in accordance with the terms and conditions set forth herein. I further certify
that all information and documentation contained within this Proposal to be true and correct.
Printed Name / Signature
Addendum Acknowledgment (if applicable):
Proposer acknowledges that the following addenda have been received and are included in
his/her Proposal Package:
Addendum No. Date Issued
Statement of No Proposal (if applicable):
The above named company does not intend to submit a proposal for the following reason: insufficient
time to respond, do not offer product or service, unable to meet specifications, schedule will not permit
or any other reason as stated:
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Agenda Item #14.
1. He/she is the
of
EXHIBIT B - Non -Collusion Affidavit
(Proposer's Name) being first duly sworn, deposes and says that:
(Owner, Partner, Officer, Representative or Agent)
the Proposer that has submitted the attached proposal;
2. He/she is fully informed respecting the preparation and contents of the attached proposal and of all pertinent
circumstances respecting such proposal;
3. Such proposal is genuine and is not a collusive or sham proposal;
4. Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees or
parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or
indirectly, with any other Proposer, firm, or person to submit a collusive or sham proposal in connection with
the work for which the attached proposal has been submitted; or to refrain from bidding in connection with
such work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication,
or conference with and Proposer, firm or person to fix the price or prices in the attached proposal or of any
other Proposer, or to fix an overhead, profit, or cost elements of the proposal price or the proposal price of
any other Proposer, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any
advantage against (Recipient), or any person interested in the proposed work;
5. The price or prices quoted in the attached proposal are fair and proper and are not tainted by any collusion,
conspiracy, connivance, or unlawful agreement on the part of the Proposer or any other of its agents,
representatives, owners, employees or parties in interest, including this affiant.
Proposer's Name Signature Date
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this day of ,2020 by
NOTARY'S SEAL:
who is
personally known to me or who has produced
(type of identification), as identification.
NOTARY PUBLIC, STATE OF FLORIDA
(Signature of Notary Taking Acknowledgment)
(Name of Acicnowledger Typed, Printed or Stamped)
My Commission Expires:
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Agenda Item #14.
EXHIBIT C - Conflict of Interest Statement
This Request for Proposal is subject to the conflict of interest provisions of the policies and Code of Ordinances of
the VILLAGE OF TEQUESTA, the Palm Beach County Code of Ethics, and the Florida Statutes. The Bidder shall
disclose to the VILLAGE OF TEQUESTA any possible conflicts of interests. The Bidder's duty to disclose is of a
continuing nature and any conflict of interest shall be immediately brought to the attention of the VILLAGE OF
TEQUESTA.
CHECK ALL THAT APPLY:
E]To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal due
to any other clients, contracts, or property interests.
E]To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal as
set forth in the policies and Code of Ordinances of the Village of Tequesta, as amended from time to time.
E]To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal as
set forth in the Palm Beach County Code of Ethics, as amended from time to time.
Eho the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal as
set forth in Chapter 112, Part III, Florida Statutes, as amended from time to time.
IF ANY OF THE ABOVE STATEMENTS WERE NOT CHECKED, the undersigned business, by attachment
to this form, shall submit information which may be a potential conflict of interest due to any of the above listed
reasons or otherwise.
The undersigned understands and agrees that the failure to check the appropriate blocks above or to attach the
documentation of any possible conflicts of interest may result in disqualification of your proposal or in the
immediate cancellation of your agreement, if one is entered into.
COMPANY OR INDIVIDUAL NAME
AUTHORIZED SIGNATURE
NAME (PRINT OR TYPE)
TITLE, IF A COMPANY
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Agenda Item #14.
EXHIBIT D - Drug -Free Workplace Form
The undersigned vendor in accordance with Florida Statutes, Chapter 287, Section 287.087 hereby
certifies that does:
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that
will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of
maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance
programs, and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under
bid a copy of the statement specified in subsection (1).
4 In the statement specified in subsection (1), notify the employees that, as a condition of working
on the commodities or contractual services that are under bid, the employee will abide by the terms of the
statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of Florida Statutes, Chapter 893 or of any controlled substance law of the United States or any
state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee's community, by any employee who is so
convicted.
6 Make a good faith effort to continue to maintain a drug -free workplace through implementation
of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
Proposer's Name
Signature Date
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Agenda Item #14.
EXHIBIT E — Notification of Public Entity Crimes Law
Pursuant to Section 287.133, Florida Statutes, you are hereby notified that a person or affiliate who has been
placed on the convicted contractors list following a conviction for a public entity crime may not submit a
Proposal on a contract to provide any goods or services to a public entity; may not submit a Proposal on a
contract with a public entity for the construction or repair of a public building or public work; may not submit
Qualifications on leases or real property to a public entity; may not be awarded or perform work as a
contractor, supplier, sub -Proposer, or consultant under a contract with any public entity; and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017 [F. S.] for
Category Two [$35,000.00] for a period of thirty-six (36) months from the date of being placed on the
convicted contractors list.
Acknowledged by:
Firm Name
Signature
Name and Title (Print or Type)
Date
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Agenda Item #14.
EXHIBIT F — Truth -in -Negotiation Certificate
The undersigned warrants:
i) that it has not employed or retained any company or person, other than bona fide
employees working solely for the undersigned, to solicit or secure the Agreement and
i i) that it has not paid or agreed to pay any person, company, corporation, individual, or
firm other than its bona fide employees working solely for the undersigned or agreed
to pay any fee, commission, percentage, gift, or any other consideration contingent
upon or resulting from the award or making of the Agreement.
The undersigned certifies that the wage rates and other factual unit costs used to determine the
compensation provided for in the Agreement are accurate, complete, and current as of the date of
the Agreement.
This document must be executed by a Corporate Officer. Name:
Title:
Date:
Signature:
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Agenda Item #14.
EXHIBIT G — Village Clerk's Office ADA Compliancy Statement
The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the
requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's
[agreement /bid documents and specifications] are accessible to individuals with disabilities. To comply with the
ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and
specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be
provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of
the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World
Wide Web Consortium ("W3C"), Web Accessibility Initiative ("WAI"), available at the Web Content Accessibility
Guidelines page (http://www.w3.org/TR/WCAG).
Required Confirmation:
I, , have read the above compliancy statement and confirm the agreement,
bid documents and specifications, including files, images, graphics, text, audio, video, and multimedia, contained
within this bid packet are accessible to individuals with disabilities and conforms to the Level AA Success Criteria
and Conformance Requirements of the Web Content Accessibility Guidelines 2.0.
Representative Signature
Date:
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Agenda Item #14.
EXHIBIT H - Palm Beach County "Cone of Silence" Code
Sec. 2-355. -Cone of silence.
(a) "Cone of silence" means a prohibition on any communication, except for written correspondence, regarding a particular
request for proposal, request for qualification, bid, or any other competitive solicitation between:
(1) Any person or person's representative seeking an award from such competitive solicitation; and
(2) Any county commissioner or commissioner's staff, any member of a local governing body or the member's staff, a mayor
or chief executive officer that is not a member of a local governing body or the mayor or chief executive officer's staff, or any
employee authorized to act on behalf of the commission or local governing body to award a particular contract.
(b) For the purposes of this section, a person's representative shall include but not be limited to the person's employee,
partner, officer, director, consultant, lobbyist, or any actual or potential subcontractor or consultant of the person.
(c) The cone of silence shall be in effect as of the deadline to submit the proposal, bid, or other response to a competitive
solicitation. The cone of silence applies to any person or person's representative who responds to a particular request for
proposal, request for qualification, bid, or any other competitive solicitation, and shall remain in effect until such response
is either rejected by the county or municipality as applicable or withdrawn by the person or person's representative. Each
request for proposal, request for qualification, bid or any other competitive solicitation shall provide notice of cone of silence
requirements and refer to this article.
(d) The provisions of this article shall not apply to oral communications at any public proceeding, including pre -bid
conferences, oral presentations before selection committees, contract negotiations during any public meeting, presentations
made to the board or local municipal governing body as applicable, and protest hearings. Further, the cone of silence shall
not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following
the filing of a protest between the person filing the protest and any employee, or any written correspondence at any time with
any employee, county commissioner, member of a local municipal governing body, mayor or chief executive officer that is
not a member of the local municipal governing body, or advisory board member or selection committee member, unless
specifically prohibited by the applicable competitive solicitation process.
(e) The cone of silence shall not apply to any purchases made in an amount less than the competitive bid threshold set forth
in the county purchasing ordinance (County Code, chapter 2, article III, division 2, part A, section 2-51 et seq.) or municipal
ordinance as applicable.
(f) The cone of silence shall terminate at the time the board, local municipal governing body, or a county or municipal
department authorized to act on behalf of the board or local municipal governing body as applicable, awards or approves a
contract, rejects all bids or responses, or otherwise takes action which ends the solicitation process.
(g) Any contract entered into in violation of the cone of silence provisions in this section shall render the transaction
voidable.
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Agenda Item #14.
APPENDIX A
PRELIMINARY AMORTIZATION SCHEDULE*
Village of Tequesta, Florida
Capital Improvement Revenue Note, Series 2021
10/ 1 /2021
Principal*Maturity
$1921000
10/1/2022
$2811000
10/1/2023
$2881000
10/1/2024
$2951000
10/1/2025
$30300
10/1/2026
$31000
10/1/2027
$31800
10/1/2028
$32600
10/1/2029
$3341000
10/1/2030
$3421000
10/1/2031
$3511000
10/1/2032
$3601000
10/1/2033
$36900
10/1/2034
$3781000
10/1/2035
$3871000
10/1/2036
$3971000
10/ 1 /203 7
$4071000
10/ 1 /203 8
$41700
10/ 1 /203 9
$4271000
10/ 1 /2040
$43 81000
Total
$6,9201000
* Preliminary; subject to change.
Page 342 of 394
Agenda Item #14.
V"111age
Tequesta,, FL i
r
Q
5 1-768-0700
www.tequesta.org
BANK LOAN FINANCING
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021
RFP #FIN 10-20
Addendum No. 1
November 18, 2020
RFP DUE: 2:00 PM, Local Time, December 16, 2020
TO ALL VENDORS PROVIDING QUOTES FOR THIS RFP:
The changes, additions, substitutions, and/or deletions contained in Addendum No. 1 are hereby
made a part of the Request for Proposals Documents for the BANK LOAN FINANCING — CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2021 solicitation, fully and completely as if the same
were fully set forth herein.
Sealed proposal packages are to be delivered to the Village Clerk's Office or Utilities Customer
Service desk prior to the deadline for submissions.
ATTACHMENT 1-
Vice-Mayor Kyle Stone
Council Member Frank D'Ambra
ATTACHMENTS
Responses to Proposer's Questions
END OF ADDENDUM
Mayor Abby Brennan
Council Member Laurie Brandon
Council Member Bruce Prince
Village Manager Jeremy Allen
Page 343 of 394
Agenda Item #14.
ATTACHMENT 1
RESPONSES TO PROPOSERS QUESTIONS
Question 1: In evaluating this financing opportunity, I wanted to see if you had a pro forma
Debt Service Coverage from pledged revenues with this financing. We can back
out ad valorem taxes from the revenue, but it is difficult to know what the
Village deems as "payment of services and programs which are for essential
public purposes affecting the health, welfare and safety of the inhabitants of
the Village or which are legally mandated by applicable law and which were not
already paid from ad valorem tax revenues". Can you address that and provide
a pro forma of the debt service coverage?
Response 1: The Village's historical debt service coverage, which includes pro forma
amounts for Fiscal Years 2020 and 2021, is attached hereto.
Page 344 of 394
Agenda Item #14.
Village of Tequesta, FL
Historical Debt Service Coverage
Revenues
Total Governmental Funds
Less: Ad Valorem Tax Revenues
Total Governmental Non -Ad Valorem Revenues
Less: Restricted Funds:
Building Funds
Non -Major Governmental Funds
Adjusted Non -Ad Valorem Revenues
Expenditures
Essential Expenditures:
Public Safety
General Government
Total Essential Expenditures
Less: Ad Valorem Revenues Available to pay
Essential Expenditures
Adjusted Essential Expenditures
Net Non -Ad Valorem Revenues Available for Debt Service
(Pro Forma) (Pro Forma)
FY2021 FY2020 FY2019 FY2018 FY2017
$ 14,565,400 $
13,675,450 $
13,474,591 $
12,582,726 $
11,701,478
(7,690,000)
(7,482,400)
(6,800,483)
(6,420,058)
(6,098,723)
6,875,400
6,193,050
6,674,108
6,162,668
5,602,755
(524.900)
(737.100)
(653.497)
(753.211)
(646.126)
$ 6,345,400 $ 5,455,950 $ 6,018,871 $ 5,409,457 $ 4,956,629
FY2021 FY2020 FY2019 FY2018 FY2017
$ 7,551,850 $ 8,431,880 $ 8,429,823 $ 6,968,142 $ 6,630,534
3,099,050 2,398,850 21275,900 21210,205 21104,039
10,650,900 10,830,730 10,705,723 9,178,347 8,734,573
(7,690,000) (7,482,400) (6,800,483) (6,420,058) (6,098,723)
2,960,900 3,348,330 3,905,240 21758,289 2,635,850
$ 3,384,500 $ 2,107,620 $ 2,113,631 $ 2,651,168 $ 2,320,779
Existing Coverage FY2021 FY2020 FY2019 FY2018 FY2017
Less: Maximum Annual Debt Service on Existing
Governmental Fund Debt $ (822,101) $ (372,501) $ (372,501) $ (372,501) $ (372,501)
Legally Available Non -Ad Valorem Revenue After MADS $ 2,562,399 $ 1,735,119 $ 1,741,130 $ 2,278,667 $ 1,948,278
Existing Coverage 4.12 5.66 5.67 7.12 6.23
Additional Bonds Test
Test 1: Prior two year Net Non -Ad Valorem revenues received covers projected MADS by 120%.
FY2021 411.69%
FY2020 ma)
565.80%
g(ProFma)
FY2019
567.42
FY2018
711.72
FY2017
623.03%
Note: Pro Forma based on budgeted numbers
Page 345 of 394
Agenda Item #14.
V"111age
Tequesta,, FL i
r
Q
5 1-768-0700
www.tequesta.org
BANK LOAN FINANCING
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021
RFP #FIN 10-20
Addendum No. 2
November 25, 2020
RFP DUE: 2:00 PM, Local Time, December 16, 2020
TO ALL VENDORS PROVIDING QUOTES FOR THIS RFP:
The changes, additions, substitutions, and/or deletions contained in Addendum No. 1 are hereby
made a part of the Request for Proposals Documents for the BANK LOAN FINANCING — CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2021 solicitation, fully and completely as if the same
were fully set forth herein.
Sealed proposal packages are to be delivered to the Village Clerk's Office or Utilities Customer
Service desk prior to the deadline for submissions.
ATTACHMENT 1-
Vice-Mayor Kyle Stone
Council Member Frank D'Ambra
ATTACHMENTS
Responses to Proposer's Questions
END OF ADDENDUM
Mayor Abby Brennan
Council Member Laurie Brandon
Council Member Bruce Prince
Village Manager Jeremy Allen
Page 346 of 394
Agenda Item #14.
ATTACHMENT 1
RESPONSES TO PROPOSERS QUESTIONS
Question 1: Regarding the RFP for the Village of Tequesta, we are unable to bid on a loan with
a WAL greater than 10 years. Is the Village willing to accept alternative bids with
a slightly shorter final amortization/WAL?
Response 1: As stated in the RFP, the Village would prefer a 20-year fixed rate structure.
However, the Village may consider a slightly shorter amortization schedule
which produces a WAL of less than 10 years on a case -by -case basis. The Village
will only consider a fixed rate structure and will not consider a put or derivative
structure at this time.
Page 347 of 394