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HomeMy WebLinkAbout03-195 (~\J' ni~if..' . l' ..> f (' '~'r. 'H~ iJ . V ( 1'1/ 1 ().Ji e., (\Clrni (\. e.1~1).elflO1) ~k RESOLUTION NO. 03-195 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE THOMAS J. WHITE STADIUM AND RELATED FACILITIES; PROVIDING FOR THE BORROWING OF NOT EXCEEDING $6,055,000 ON A REVOLVING BASIS FROM SUNTRUST BANK, TO PAY A PORTION OF THE COST OF SUCH IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF A TOURIST DEVELOPMENT TAX REVENUE BOND, SERIES 2003 (THOMAS J. WHITE STADIUM) TO EVIDENCE THE COUNTY'S OBLIGATION TO REPAY SUCH AMOUNT; PROVIDING FOR THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; PROVIDING FOR PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BOND FROM THE FOURTH CENT TOURIST DEVELOPMENT TAX AND A PORTION OF THE FIFTH CENT TOURIST DEVELOPMENT TAX; AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE BOND; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: Section 1. Authority For This Resolution. This resolution is adopted pursuant to the provisions of Chapter 125, Part I, and Chapter 159, Part VII, Florida Statutes, Ordinance No. 87-77 of St. Lucie County, Florida (the "County"), as amended, and other applicable provisions of law (collectively, the "Act"). Section 2. Definitions. Capitalized terms used in this resolution shall have the following meanings unless the context clearly requires otherwise. Words importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Loan Agreement. "Bank" means SunTrust Bank, a bank organized under the laws of the State of Georgia, acting by and through its office in Orlando, Florida. "Board" means the Board of County Commissioners of the County, as the governing body of the County. "Bond" means the Tourist Development Tax Revenue Bond, Series 2003 (Thomas J. White Stadium), of the County, in substantially the form attached to the Loan Agreement as Exhibit A with such modifications or changes thereto as may be necessary or desirable, in the opinion of the County Administrator, upon the advice and recommendation of the Financial Advisor, the County Attorney, and Bond Counsel, to conform to terms thereof to the terms of the Commitment or to secure for the County any additional rights or privileges not inconsistent with the terms of the Commitment, such approval to be presumed by the execution and delivery thereof by the County to the Bank. "Bond Counsel" means Squire, Sanders & Dempsey L.L.P. "Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice- Chairman. "Clerk" means the Clerk of the Circuit Court, ex officio Clerk of the Board, or in the Clerk's absence, any Deputy Clerk. "Commitment" means the Commitment for the making of the Loan submitted to the County by the Bank and attached to the Loan Agreement as Exhibit B. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "County Administrator" means the County Administrator of the County or his designee. "County Attorney" means the County Attorney of the County or, in his absence, any Assistant County Attorney. "Financial Advisor" means William R. Hough & Co., Orlando, Florida. "Fifth Percent Tourist Development Tax" means the proceeds of the fifth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(n)l, Florida Statutes, and County Ordinance No. 03-12, enacted by the Board on January 28,2003, when, as and if remitted to and received by the County. "Fourth Percent Tourist Tax Revenues" means the proceeds of the fourth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(1), Florida Statues, and County Ordinance No. 02-36, enacted by the Board on December 17, 2002, when, as and if remitted to and received by the County. "Loan" means the advance of moneys from the Bank to the County pursuant to the Loan Agreement. "Loan Agreement" means the agreement between the Bank and the County setting forth the terms and details of the Loan, in substantially the form attached hereto as Attachment I with such modifications or changes thereto as may be necessary or desirable, in the opinion of the County Administrator, upon the advice and recommendation of the Financial Advisor, the County Attorney, and Bond Counsel, to conform the terms thereofto the terms ofthe Commitment or to secure for the County any additional rights or privileges not inconsistent with the terms of the Commitment, such approval to be presumed by the execution and delivery thereof by the County to the Bank. l0123Vl/28902.0011S/R.AUTH TDT BOND "Pledged Revenues" means collectively: (i) the Fourth Percent Tourist Tax Revenues, (ii) sixty-seven percent (67%) of the Fifth Percent Tourist Tax Revenues, (iii) the moneys on deposit in the Sinking Fund established pursuant to the Loan Agreement, and (iv) the investment earnings on the moneys on deposit in the Sinking Fund. "Project" means the acquisition and construction of certain improvements in the County as described on Attachment II hereto. "Project Costs" means all or a portion of the cost of undertaking the Project including, but not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes; payment of interest on the Loan prior to its maturity; and such other costs and expenses as may be necessary or incidental to the financing or refmancing of the Project. "Resolution" means, collectively, this resolution and all resolutions amendatory hereof and supplemental hereto. Section 3. Findings. It is hereby found, declared, and determined by the Board: (A) It is necessary and desirable and in the best interests of the health, safety and welfare of the residents of the County that the County undertake the Project. The County is authorized pursuant to the provisions ofthe Act to undertake the Project. (B) The County is without adequate, currently available funds to pay the Project Costs and it is necessary and desirable and in the best interests of the County and its residents that the County borrow the moneys necessary to pay the Project Costs. The County is authorized pursuant to the provisions ofthe Act to borrow moneys to pay the Project Costs. (C) The County has received the Commitment from the Bank, a copy of which is attached to the Loan Agreement as Exhibit B. (D) The County hereby finds that acceptance of the Commitment is in the best interest of the County. (E) It is necessary and desirable and in the best interests ofthe health, safety and welfare of the County and its residents to secure the County's obligation to repay the Loan by pledging the Pledged Revenues. The County is authorized pursuant to the provisions of the Act to pledge the Pledged Revenues to repay the Loan. (F) The obligation of the County to repay the Loan in accordance with the terms set forth in the Bond and the Loan Agreement and to make the other payments, if any, required under the Loan Agreement is hereby declared to be and shall be a special, limited obligation of the County, secured solely by the Pledged Revenues, subject to the lien thereon and pledge l0123Vl/28902.0011S/R.AUTH TDT BOND thereof to secure the Prior Note. The obligation of the County to repay the Bond in accordance with its terms and to make other payments, if any, required under the Bond or the Loan Agreement shall not be or constitute a general obligation or indebtedness of the County and neither the Bond nor the Loan Agreement shall be or constitute a "bond" of the County within the meaning of Article VII, Section 12, Florida Constitution (1968). Neither the Bank nor any successor owner of the Bond shall be entitled to compel the payment of the principal of or interest on the Bond or the making of any payments required under the Bond or the Loan Agreement from any moneys of the County other than the Pledged Revenues, subject to the lien thereon and pledge thereof to secure payment of the Prior Note. In particular, neither the Bank nor any successor owner of the Bond shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal of and interest on the Bond or to make any payments required under the terms of the Loan Agreement. Furthermore, the obligation of the County to repay the Bond in accordance with its terms and to make the payments, if any, required under the Loan Agreement shall not constitute a lien upon or pledge of an interest in the Project or any other property of the County, but shall constitute a lien only upon the Pledged Revenues, subject to the lien thereon and pledge thereof to secure payment of the Prior Note. Section 4. Authorization of Bond. Subject and pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement and the Commitment, the issuance by the County of its Tourist Development Tax Revenue Bond, Series 2003 (Thomas J. White Stadium), in a principal amount not to exceed Six Million Fifty-five Thousand Dollars ($6,055,000), to be dated, to bear interest, to be payable, to mature, to be subject to redemption and to have such other characteristics as provided in the Loan Agreement and the Commitment, and to be secured solely by the Pledged Revenues, is hereby authorized. Section 5. Approval of Form of And Delivery of Loan Agreement And Bond. The Loan Agreement and the Bond attached thereto, incorporated herein by this reference, are hereby approved, and the Chairman and Clerk are hereby authorized to execute and deliver such documents and to take such other actions as shall be necessary to consummate the Loan. The delivery of the Bond to the Bank is hereby authorized. The Chairman, the Clerk, the County Administrator, the Management and Budget Administrator, the Finance Director, and the County Attorney are each designated agents of the County in connection with the execution and delivery of the Bond and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf ofthe County which are necessary or desirable in connection with the execution and delivery of the Bond to the Bank, including, but not limited to, modifications to the Loan Agreement and the Bond to conform to or supplement the Commitment. Section 6. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. 10 123V 1/28902-00 11 S/R-AUTH TDT BOND Section 7. Severability. If anyone or more of the covenants, agreements, or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and in no way affect the validity of all other provisions of this resolution or of the Bond or Loan Agreement delivered hereunder. Section 8. Amendment. This resolution may not be amended or repealed except with the prior written consent of the Bank. Section 9. Effective Date. This resolution shall take effect immediately upon its adoption. Passed And Adopted at a meeting duly called and held this 26th day of August 2003. A By: Chairman, Board of COlliliy Commissioners ATTEST: 10123V1/28902-001IS/R-AUTH TDT BOND 10123V1/28902-0011S/R-AUTH TDT BOND ATTACHMENT I FORM OF LOAN AGREEMENT ATTACHMENT II PROJECT DESCRIPTION! Item Cost Facade Extension - Elevator, Suites, Steel Structure, Stairwells And Interior Renovation Third Base Addition - Grandstand/Seating, New Interior Space Under Concourse, and Storage Area Berm - Restrooms, Concession Stand, Rails, Walks, Retaining Walls, Shade Structure, Concrete Scoreboard relocation Gate C Area - Pavers, Concession Stand, Shade Structure Batting Cage Building (85 ft x 35 ft) Entry Plaza - Shade Structure, Fences and Gates Home Plate Seating HV AC Cooling System - County chiller project Minor League Facility Improvements 1 Project list contains all items to be fmanced with Bond proceeds or other available moneys to the extent that Bond proceeds are insufficient therefor. 10123Vl/2890Z-0011S/R-AUTH TDT BOND 10123V1/28902-0011S/R-AUTH TDT BOND ATTACHMENT I FORM OF LOAN AGREEMENT ATTACHMENT II PROJECT DESCRIPTION! Item Cost Facade Extension - Elevator, Suites, Steel Structure, Stairwells And Interior Renovation Third Base Addition - Grandstand/Seating, New Interior Space Under Concourse, and Storage Area Berm - Restrooms, Concession Stand, Rails, Walks, Retaining Walls, Shade Structure, Concrete Scoreboard relocation Gate C Area - Pavers, Concession Stand, Shade Structure Batting Cage Building (85 ft x 35 ft) Entry Plaza - Shade Structure, Fences and Gates Home Plate Seating HV AC Cooling System - County chiller project Minor League Facility Improvements 1 Project list contains all items to be fmanced with Bond proceeds or other available moneys to the extent that Bond proceeds are insufficient therefor. 10123V1/28902-0011S/R-AUTH TDT BOND ATTACHMENT II PROJECT DESCRIPTION! Item Cost Seat Supports Seat Replacement Air Conditioning Replacement Caulking Replacement Rear Wall Settlement & Canopy Correction Additional Ticket Windows Front Entrance Fayade/Shade Enhancement Picnic Berm - Removal and Relocation of Existing 1 st Base Seating System Outfield Seating/Right and Left Fields Shade Screen Covers 1 st and 3rd Base Areas Elevator Light and Back Fields (5) Scoreboards all Back Fields (5) Drainage Installation and Concrete Slab between Fields 5 & 6 Contingency Total $250,000 120,000 260,000 500,000 625,000 20,000 200,000 1,000,000 855,000 250,000 175,000 1,000,000 250,000 20,000 510,000 $6,035,000 1 Project list contains all items to be financed with Bond proceeds or other available moneys to the extent that Bond proceeds are insufficient therefor.