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HomeMy WebLinkAbout04-180RESOLUTION NO. 04-180 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AMENDING RESOLUTION NO. 04-157, ADOPTED MAY 25, 2004, IN ORDER TO INCREASE THE AMOUNT OF FUNDS THAT MAY BE BORROWED FOR THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE WATER AND SEWER FACILITIES WITHIN THE COUNTY TO NOT EXCEEDING $10,000,000; PROVIDING FOR THE APPROVAL OF A PROPOSAL FOR THE INCREASED AMOUNT; 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, and Resolution No. 04-157, adopted on May 25, 2004 (the "Original Resolution"). Section 2. Amendments to Original Resolution. The Original Resolution is amended in the following respects: (A) Certain of the definitions contained in Section 2 of the Original Resolution are amended to read as follows: "Bank" means Wachovia Bank, National Association, Deerfield Beach, Florida. "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, and shall include the First Supplement thereto. "Proposal" means the proposal of the Bank to make the Loan, the form of which is attached hereto as Exhibit B, as supplemented by the Supplemental Proposal. "System" means the water and wastewater utility system additions and improvements which are to be constructed with the proceeds of the Loan. (B) The following defined terms are hereby added to Section 2: "First Supplement" means the First Supplement to Loan Agreement, between the County and the Bank, dated as of June 11, 2004, substantially in the form attached hereto as Exhibit B. 1 E/STL/N COUNTY UTIL/10861.2/28902-00117/R-AMEND 04-157 pp~emental Proposal" means the letter supplementing the Proposal, a copy of which is attached hereto as Exhibit A. (C) Section 4 of the Original Resolution is amended to read as follows: "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 $10,000,000, 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 proceeds of the Bonds and the Covenant, is hereby authorized. The Note may be issued in one or more installments and each installment may have different characteristics in accordance with the Proposal" Section 3. Remaining Provisions Unaffected. The remaining provisions of the Original Resolution shall remain in full force and effect. Section 4. Approval of Supplemental Proposal and First Supplement. The Supplemental Proposal, the form of which is attached hereto as Exhibit A, is hereby approved and accepted. The First Supplement and the Second Installment Note are hereby approved, and the Chairman and Clerk are hereby authorized to execute and deliver the First Supplement and the Second Installment Note to the Bank. 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 First Supplement and the Second Installment 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 First Supplement and the Second Installment Note to the Bank, including, but not limited to, the making of modifications to the First Installment and the Second Installment Note to conform the provisions thereof to the provisions of the Proposal. Section 5. 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 Original Resolution or of the Notes or Loan Agreement authorized pursuant to the Original Resolution. Section 6. Effective Date. This resolution shall take effect immediately upon its adoption. 2 E/STL/N COUNTY UTIL/1086! .2/28902-00117/R-AMEND 04-157 Passed and Adopted this 15~ day of June 2004, at a regular meeting duly called and held. (SEAL) ST. LUCIE COUNTY, FLORIDA Clerk oftg Circuit Coup, ex-officioClerk of the Board By: Chairman, .~ Board of County Commissioners APPROVED AS TO FORM AND CORi~CTNESS: Courtly ^tt m ' ) 3 E/STL/N COUNTY UTIL/10861.2/28902-00117/R-AMEND 04-157 EXHIBIT A SUPPLEMENTAL PROPOSAL 4 E/STL/N COUNTY UTIL/10861.2/28902-00117/R-AM END 04-157 EXHIBIT B FIRST SUPPLEMENT TO LOAN AGREEMENT 5 E/STL/N COUNTY UTIL/10861.2/28902-00117/R-AMEND 04-157 FIRST SUPPLEMENT TO LOAN AGREEMENT This FIRST SUPPLEMENT is to that certain LOAN AGREEMENT dated as of June 11, 2004 (the "Loan Agreement"), by and between ST. LUCIE COUNTY, FLOR/DA (the "County") and WACHOVIA BANK, NATIONAL ASSOCIATION (the "Bank"). WITNESSETH: Whereas, the County and the Bank have entered into the Loan Agreement and the County has borrowed from the Bank pursuant to the terms and conditions of the Loan Agreement the principal amount of not exceeding $7,700,000 and has delivered to the Bank its Improvement Revenue Note, Series 2004 (North County Utilities Project), dated as of June 11 2004, in the principal amount of $7,622,500; and ' Whereas, the County and the Bank have agreed that the County be permitted to borrow an additional amount of not exceeding $2,300,000, pursuant to the terms of the Loan Agreement, as supplemented by this First Supplement; Now, Therefore, in consideration of the premises and mutual covenants set forth in the Loan Agreement and herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: Section 1. Amendments to Loan Agreement. The Loan Agreement is hereby amended and supplemented in certain respects as follows: A. Certain definitions contained in Section 1 of the Loan Agreement are hereby amended to read as follows: "Initial Disbursement Date" means, with respect to the First Installment Note, June 11, 2004, and, with respect to the Second Installment Note, June 18, 2004, or such other date as the proceeds of the Second Installment Note are actually disbursed to the County. "Interest Rate" with respect to the First Installment Note shall be the annual rate indicated on Exhibit A hereto, subject to adjustment as provided in Schedule 1 to the First Installment Note. Interest Rate with respect to the Second Installment Note shall be the annual rate indicated on Exhibit A to the First Supplement, subject to adjustment as provided in Schedule 1 to the Second Installment Note. "Loan Agreement" means this agreement between the Bank and the County, as supplemented by the First Supplement, setting for the terms and details of the Loan. "Notes" means the Improvement Revenue Notes, Series 2004 (North County Utilities Project), First Installment and Second Installment, of the County, substantially in the form attached hereto as Exhibit A. "Note Resolution" means Resolution No. 04-157, adopted by the Board on May 25, 2004, as supplemented by the Supplemental Note Resolution. "Principal Amount" means not exceeding Ten Million Dollars ($10,000,000). B. Certain additional definitions are hereby added to Section 1 of the Loan Agreement as follows: "First Installment Note" means the Note dated as of June 11 2004, in the principal amount of $7,622,500. ' "First Supplement" means the First Supplement to Loan Agreement, dated as of June 18, 2004, or such other date as shall be mutually agreeable to the County and the Bank. "Second Installment Note" means the Noted dated as of June 18, 2004, or such other date as shall be mutually agreeable to the County and the Bank, in the principal amount of not $2, "Supplemental Note Resolution" means Resolution No. 04-! 80, adopted by the Board on June 15, 2004. Co Section 4 of the Loan Agreement is hereby amended to read as follows: Section 4. Description of Notes. The obligation of the County to repay the Loan shall be evidenced by the Notes. The First and Second Installment Notes shall be dated as of their respective Initial Disbursement Dates; shall mature as set forth therein; shall be in registered form; and shall bear interest from their respective dates until payment of the respective principal amounts thereof. Interest shall be payable as set forth on Exhibit A to this Loan Agreement, calculated on the basis of a 360-day year consisting of twelve 30-day months, from the respective dates of the Notes, as to the First Installment Note, at the Interest Rate shown on Exhibit A hereto, and, as to the Second Installment Note, at the Interest Rate shown on Exhibit A to the First Supplement. Section 2. Remaining Provisions Unaffected. The remaining provisions of the Loan Agreement shall be unaffected hereby and shall continue in full force and effect. 2 E/STL/N COUNTY UTILITIES/FIRST SUPPLEMENT TO LOAN AGREE In Witness Whereof, the parties have duly executed this First Supplement as of the date first above written. (SEAL) ST. LUCIE COUNTY, FLORIDA ATTEST: By: Chair, Board of County Commissioners By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: County Attorney WACHOVIA BANK, NATIONAL ASSOCIATION By: Title: E/STL/N COUNTY UTILITIES/FIRST SUPPLEMENT TO LOAN AGREE 3