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HomeMy WebLinkAbout04-265RESOLUTION NO. 04-265 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 SPORTS COMPLEX AND RELATED FACILITIES; PROVIDING FOR THE BORROWING OF NOT EXCEEDING $650,000 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 2004 (SPORTS COMPLEX PROJECT) 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"), and Resolution No. 03-195, adopted by the Board of County Commissioners on August 26, 2003 (the "Original Resolution"), which authorized the issuance of the Series 2003 Bond (herein defined), pursuant to a Loan Agreement authorized thereby, between the County and SunTrust Bank, dated September 10, 2003. This resolution is supplemental to the Original Resolution. 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 2004 (Sports Complex Project), 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 Attomey of the County or, in his absence, any Assistant County Attorney. "Financial Advisor" means RBC Dain Rauscher Inc., 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)1, Florida Statutes, 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. "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, 10907.1/28902-00115/R-AUTH 2 and Bond Counsel, to conform the 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. "Original Resolution" means Resolution No. 03-195, adopted by the Board on August 26, 2003. "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 eamings 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 refinancing of the Project. "Resolution" means, collectively, the Original Resolution, this resolution and all resolutions amendatory hereof and supplemental hereto. "Series 2003 Bond" means the County's Tourist Development Tax Revenue Bond, Series 2003 (2003 Thomas J. White Stadium Project), dated September 10,2003, issued in the aggregate principal amount of $6,055,000. "Series 2003 Loan Agreement" means the Loan Agreement between the County and the Bank, dated September 10, 2003, setting forth the terms of the Series 2003 Bond, including provisions by which additional obligations payable from the Pledged Revenues may be issued. 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 of the 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 of the Act to borrow moneys to pay the Project Costs. 10907.1/28902-00115/R-AUTH 2 (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. The County hereby finds that acceptance of the Commitment is in the best interest of (E) It is necessary and desirable and in the best interests of the 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 Pledged Revenues are not pledged or encumbered to pay any debts or obligations of the City other than the City's Series 2003 Bond. The City is authorized pursuant to the provisions of the Act and of the Original Resolution and the Series 2003 Loan Agreement to pledge the Pledged Revenues to secure the payment of the Bond. (G) Section 10F of the Series 2003 Loan Agreement provides for the issuance of additional bonds under the terms, limitations and conditions provided therein. Upon the issuance of the Bond, the Bond and the Series 2003 Bond shall be on a parity and rank equally as to lien on and source and security for payment from the Pledged Revenues. (H) 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. 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. 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. 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 2004 (Sports Complex Project), in a principal amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000), to be dated, to bear interest, to be payable, to mature, to be subject to redemption and to have such other characteristics 10907.1/28902-00115/R-AUTH 2 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 Director, 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 of the 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. Section 7. 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 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. 10907.1/28902-00115/R-AUTH 2 Passed And Adopted at a meeting duly called and held this 14th day of September 2004. ST. LUCIE COUNTY, FLORIDA ATTEST: ~~~~~' ' ' cuit CouP, ex officio Clerk to the Board of Coun~ Commissioners Y:C'hair, Board oi' Commissioners County Attorne!7 ,. 10907.1/28902-00115/R-AUTH 2 ATTACHMENT I FORM OF LOAN AGREEMENT 10907.1/28902-00115/R-AUTH 2 ATTACHMENT II PROJECT DESCRIPTION~ Item Cost Total $ ~ Project list contains all items to be financed with Bond proceeds or other available moneys to the extent that Bond proceeds are insufficient therefor. 10907.1/28902-00115/R-AUTH 2