M E M O R A N D U M
To: Honorable Mayor and Town Council
From: Rafael G. Casals, Town Manager
Date: May 20, 2015
Re: Resolution Authorizing the Issuance of Taxable and Tax-Exempt Sales Tax Revenue Refunding Notes and Execution and Delivery of Loan Agreement to Refinance Certain of the Town's Outstanding Loans With TD Bank
REQUESTTitle
A RESOLUTION OF THE MAYOR AND TOWN COUNCIL OF THE TOWN OF CUTLER BAY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $13,000,000 SALES TAX REVENUE REFUNDING NOTES OF THE TOWN OF CUTLER BAY, FLORIDA FOR THE PURPOSE OF REFUNDING THE TOWN'S PROMISSORY NOTES, SERIES 2010A, B, C, D AND E AND PAYING COSTS OF ISSUANCE OF THE NOTES; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH TD BANK, N.A.; AWARDING THE LOAN TO THE BANK; PROVIDING FOR SECURITY FOR THE NOTES; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE ISSUANCE OF THE NOTES; REPEALING ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
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BACKGROUND
On June 14, 2010, the Town issued its Promissory Notes, Series 2010A, Series 2010B, Series 2010C, Series 2010D and Series 2010E (collectively, the "Prior Notes") and entered into a Loan Agreement with TD Bank, N.A. (the "Bank") in order to provide for the acquisition of vacant land and the acquisition and renovation of the Town Hall. On September 20, 2012, the Town and the Bank entered into an Amendment to Loan Agreement in order to restructure the amortization schedules for the Series 2010B, Series 2010C and Series 2010E Notes.
The original terms of the Series C Note provides that such Note cannot be prepaid prior to maturity without the Town incurring a substantial prepayment penalty.Additionally, the interest rates on the Series 2010A, Series 2010B, Series 2010D and Series 2010E Notes will reset on June 14, 2015. Given a more favorable debt market climate in 2015, the ...
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