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HomeMy WebLinkAbout04-157RESOLUTION NO. 04-157 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, PROVIDING FOR THE BORROWING OF NOT EXCEEDING $7,700,000 TO PROVIDE FINANCING (INCLUDING REPAYMENT OF INTERFUND LOANS) FOR THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE WATER AND SEWER FACILITIES WITHIN THE COUNTY; PROVIDING FOR THE APPROVAL OF A PROPOSAL FOR A NON- REVOLVING LINE OF CREDIT FOR SUCH PURPOSE; PROVIDING FOR THE ISSUANCE OF IMPROVEMENT REVENUE NOTES, SERIES 2004 (NORTH COUNTY UTILITIES PROJECT), AS EVIDENCE OF THE COUNTY'S OBLIGATION TO REPAY ADVANCE UNDER SUCH LINE OF CREDIT; PROVIDING AS SECURITY FOR THE PAYMENT OF THE NOTE A COVENANT TO BUDGET AND APPROPRIATE FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES OF THE COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND RELATED DOCUMENTS BETWEEN THE COUNTY AND THE BANK; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE NOTE AND THE LOAN AGREEMENT TO THE BANK; AND 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 the Act, hereinafter defined. Section 2. Definitions. The following terms shall have the following meanings when used in this resolution unless the context clearly requires otherwise. Words importing singular number 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. "Act" means Chapter 125, Part I, Florida Statutes, as amended, Ordinance No. 87-77 of the Board, as amended, and other applicable provisions of law. "Bank" means Wachovia Bank, N.A., Deerfield Beach, Florida "Board" means the Board of County Commissioners, as the governing body of the County. "Bonds" means utility system revenue bonds to be issued by the County for purposes of repayment of the Loan. "Capital Facilities Charges" means any fees or charges which are related to acquiring, constructing, equipping or expanding capacity and facilities of the System. "Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice Chairman. "Clerk" means the Clerk of the Circuit Court of St. Lucie County, Florida, or, in the Clerk's absence, any Deputy Clerk. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "County Administrator" means the County Administrator of the County. "Covenant" means the covenant contained in Section 10 of the Loan Agreement to budget and appropriate from Non-Ad Valorem Revenues moneys to pay the principal of and interest on the Note when due. "Financial Advisor" means RBC Dain Rauscher Inc. "Loan" means the advance of moneys from the Bank to the County pursuant to the Loan Agreement. "Loan Agreement" means the Loan Agreement between the Bank and the County setting forth the terms and details of the Loan, in substantially the form attached hereto as Exhibit A, with such modifications and changes thereto as shall be approved by the Chairman, upon the advice of the County Attorney, such approval to be evidenced by the Chairman's execution thereof. "Non-Ad Valorem Revenues" mean all or any specified portion of the revenues of the County derived from sources other than ad valorem taxation and legally available to pay principal of and interest on the Note. "Note" means the Improvement Revenue Note, Series 2004 (North County Utilities Project), of the County, which shall be in substantially the form attached to the Loan Agreement as Exhibit A, with such modifications and changes thereto as shall be approved by the Chairman, upon the advice of the County Attorney, such approval to be evidenced by the Chairman's execution thereof. "Paying Agent" means the Clerk of the Circuit Court of the County. "Project" means the acquisition and construction of additions, extensions and improvements to the County's water and sewer facilities within the northern portion of the County, and all costs incidental thereto, as more particularly described in Exhibit C hereto; provided that the Board shall have the right to modify the facilities described in Exhibit C in their sole discretion. 10799.2/28902-0000 I/R-AUTH 04-157 2 "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 to the extent permitted under the Code; and such other costs and expenses as may be necessary or incidental to the financing of the Project. "Proposal" means the proposal of the Bank to make the Loan, the form of which is attached hereto as Exhibit B. "Revenues" means all fees, rentals or other charges or other income, excluding Capital Facilities Charges, received by the County in connection with the System, or accruing to the County or to any other board or agency of the County in control of the management and operation of the System. "System" means the water and wastewater utility system to be constructed with the proceeds of the Loan. 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 County and its inhabitants that the County undertake the Project. The County is authorized pursuant to the provisions of the Act to undertake the Project. (B) The County is without adequate, currently available funds to pay Project Costs, and it is necessary and desirable and in the best interests of the County that it borrow the moneys necessary for the Project. The County is authorized pursuant to the provisions of the Act to borrow moneys necessary to pay the Project Costs. (C) The County has received proposals from various lending institutions in connection with the Project, and has determined, upon recommendation of the County's Financial Advisor, that it is in the best interests of the County to accept the Proposal of the Bank, the form of which is attached to the Loan Agreement. (D) The County anticipates receiving the Revenues and the Capital Facilities Charges from the operation of the System. The County intends to issue the Bonds at such time as Revenues and Capital Facilities Charges are adequate to support debt service on the Bonds. (E) It is necessary and desirable and in the best interests of the County that it enter into the Covenant to secure repayment of the Loan. (F) It is necessary and desirable and in the best interests of the County to authorize and approve the execution and delivery of the Loan Agreement and the Note, and the taking of all other action in connection with the consummation of the Loan. 10799.2/28902-00001/R-AUTH 04-157 (G) The County will use and apply the first proceeds of the Loan to repay certain advances in the form of an interfund loan previously authorized pursuant to Board action on February 3, 2004 and April 6, 2004. Section 4. Authorization of Note. Subject and pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement and the Proposal, the issuance by the County of its Improvement Revenue Note, Series 2004 (North County Utilities Project), in a principal amount not to exceed $7,700,000, 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 Proposal, and to be secured solely by the Covenant, is hereby authorized. Section 5. Approval of Proposal. The County Administrator, upon the recommendation of the Financial Advisor, is hereby delegated the authority to accept the Proposal on behalf of the County. The County Attorney and Bond Counsel are hereby authorized and directed to proceed to prepare the necessary documents to consummate the Loan. Section 6. Approval of Form of Loan Agreement and Note. The Loan Agreement and the Note are hereby approved, and the Chairman and Clerk are hereby authorized to execute and deliver the Loan Agreement and the Note to the Bank. Section 7. Authorization of Other Action. The Chairman, the Clerk, the County Administrator, the Finance Director, and the County Attorney are each designated agents of the County in connection with the execution and delivery of the Loan Agreement and the Note 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 of the County which are necessary or desirable in connection with the execution and delivery of the Loan Agreement and the Note to the Bank, including, but not limited to, the making of modifications to the Loan Agreement and the Note to conform the provisions thereof to the provisions of the Proposal. Section 8. Application of Proceeds of Loan. The proceeds of the Loan shall be applied solely to the payment of Project Costs; provided that the first proceeds of the Loan will be applied to repayment of the interfund loan hereinbefore described. Section 9. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. Section 10. Severability. If any one 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 the Resolution or of the Note or Loan Agreement delivered hereunder. 10799.2/28902-O0001/R-AUTH 04-157 Section 11. Amendment. This resolution may not be amended or repealed except with the prior written consent of the Bank. Section 12. Effective Date. This resolution shall take effect immediately upon its adoption. Passed and Adopted this 25th day of May 2004, at a regular meeting duly called and held. ," ST. LUCIE COUNTY, FLORIDA "(SEAL) ATTEST: % ~Sx,..: '::' ' · d: B / " Clerk of the ~ircuit Coua, ex-officio Clerk of the Bo~d By: Chairman, F~ / Board of County Commissioners APPROVED AS TO FORM AND CORRF~TNESS: CountyaAttomey 10799.2/28902-O0001/R-AUTH 04-157 EXHIBIT A FORM OF LOAN AGREEMENT 10799.228902-0000 I/R-AUTH EXHIBIT B PROPOSAL 10799.228902-00001/R-AUTH EXHIBIT C PROJECT DESCRIPTION Expansion of the backbone system of water and wastewater service lines from their connection in north Ft. Pierce to the North St Lucie County Utility District service point at Kings Hwy and Eastwood Drive. From this location all future expansion will be able to extend east, west, north or south. 10799.2/28902-O0001/R-AUTH 04-157