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HomeMy WebLinkAbout04-280RESOLUTION NO. 04-280 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, PROVIDING FOR THE ISSUANCE OF A REVENUE ANTICIPATION NOTE, SERIES 2004, IN AN AMOUNT NOT TO EXCEED $20,000,000 TO PROVIDE FINANCING FOR DISASTER-RELATED REPAIRS AND IMPROVEMENTS WITHIN THE COUNTY, PROVIDING FOR THE APPROVAL OF A PROPOSAL TO MAKE A TERM LOAN TO THE COUNTY FOR SUCH PURPOSE; PROVIDING AS SECURITY FOR THE PAYMENT OF THE NOTE THE DISASTER RELIEF FUNDS EXPECTED TO BE RECEIVED BY THE COUNTY FOR SUCH PURPOSE AND, TO THE EXTENT NECESSARY, THE FULL FAITH AND CREDIT AND TAXING POWER OF THE COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE COUNTY AND THE BANK; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE NOTE AND THE LOAN AGREEMENT; 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. 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, Florida Statutes as amended, Ordinance No. 87-77 of the Board, as amended, and other applicable provisions of law. "Bank" means SunTrust Bank, Orlando, Florida. "Board" means the Board of County Commissioners, as the governing body of the County. "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. "Disaster Relief Funds" means the moneys expected to be received from the State and Federal Governments as payment for, or reimbursement to the County for payment of, a portion of the cost of the Project. "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. "Note" means the Revenue Anticipation Note, Series 2004 (Disaster Relief 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 construction, reconstruction and repair of County infrastructure damaged by the recent hurricanes, and all costs incidental thereto. "Proposal" means the proposal of the Bank attached hereto as Exhibit B. "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. "Resolution" means this resolution and all resolutions amendatory hereof and supplemental hereto. Section 3. Findings. It is hereby found, declared, and determined by the Board: (A) Public works and public safety and other public infrastructure was extensively damaged as a result of Hurricane Frances and related weather. Disaster Relief Funds are not expected to be available to the extent and at the times necessary to undertake the needed construction, reconstruction and repair of such damaged infrastructure. E/STL/2004 RANS/R-AUTH 2 (B) 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 immediately undertake the Project. The County is authorized pursuant to the provisions of the Act to undertake the Project. (C) 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. (D) The County has received the proposal from the Bank and determines that it is in the best interests of the County to delegate to the County Administrator the authority to accept the Proposal on behalf of the County. (E) Pursuant to the provisions of the Act, the County is authorized to pledge the Disaster Relief Funds to secure payment of the Loan and to pledge the full faith and credit and taxing power of the County to repay the Loan, to the extent necessary to supplement the Disaster Relief Funds. (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. 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 Revenue Anticipation Note, Series 2004 (Disaster Relief Project), in a principal amount of $20,000,000, 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 Disaster Relief Funds and, if necessary, the full faith and credit and taxing power of the County, is hereby authorized. Section 5. Approval of Proposal. The County Administrator, upon the recommendation of RBC Dain Rauscher Inc., Financial Advisor to the County, is hereby authorized 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 Management and Budget 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 E/STL/2004 RANS/R-AUTH 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. 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. 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. E/STL/2004 RANS/R-AUTH Passed and Adopted this 21st day of September 2004, at a regular meeting duly called and held. (SEAL) ATTEST: ST. LUCIE COUNTY, FLORIDA Chairman of the Boa(lffof~_~Unty.: Commissioners ~'lerk~f tDeJcircuit Court, ex-officio Clerk of five Board APPROVED AS TO CORRECTNESS: Count~Attorney ~ ,<// FORM AND E/STL/2004 RANS/R-AUTH EXHIBIT A FORM OF LOAN AGREEMENT E/STL/2004 RANS/R-AUTH A-1 SunTrust Bank, Central Florida Mail Code 1100 200 S. Orange Ave. Orlando, FL 32801 Tel (407) 237-6764 Fax (407) 237-5615 EXHIBIT B BANK PROPOSAL Todd A. Morley, CFA Vice President September 17, 2004 Ms. Marie Gouin Management and Budget Director St. Lucie County 2300 Virgina Avenue Fort Pierce, FL Fax: 772.462.2117 Mr. Bill Leedy RBC Dain Rauscher 225 E. Robinson Street, Suite 465 Orlando, Florida 32801 Fax: 407.422.5659 Re: Commitment to St. Lucie County for Non-revolving Bank Line of Credit (Grant Anticipation Note) Dear Ms. Gouin and Mr. Leedy: SunTrust Bank is pleased to present this commitment to provide St. Lucie County a Line of Credit (the "Line") in the amount of up to twenty million and 00/100 dollars ($20,000,000). The Line shall be secured by a lien on amounts received from FEMA and the State of Florida related to reimbursement of costs related to Hurricane Charley and Hurricane Frances. The repayment shall be further secured by a pledge of ad valorem taxes. SunTrust appreciates the opportunity to provide St. Lucie County the Line of Credit (Grant Anticipation Note) and views this as further indication of our interest to work with St. Lucie County on commercial bank loans as well as public bond sales. We value our relationship with the County and look forward to working with the County on this transaction. Although the following provisions, terms and conditions are intended to be comprehensive, they are not necessarily inclusive of all the anticipated terms that will be applicable to the credit. All of such terms will be set forth in the final, definitive loan documents, and all such terms must be acceptable to the Bank and its counsel. Borrower: St. Lucie County Lender: SunTrust Bank 200 South Orange Avenue Orlando, FL 32801 Todd Morley Vice President (407) 237-6764 C-1 E/STL/2004 RANS/R-AUTH Amount: Maturity: Purpose: Terms: Security: Up to $20,000,000 One year or less. The Line of Credit will be used to pay for costs related to Hurricane Charley and Hurricane Frances. Interest only, payable April 1, 2005 and at maturity. Principal is due in full at maturity. The Line of Credit shall be secured by a first lien on amounts received from FI=MA and the State of Florida related to reimbursement of costs related to Hurricane Charley and Hurricane Frances. Additionally the County shall pledge their ad valorem revenues. Interest Rate: Tax-exempt Non-Bank Qualified Variable Rate (1-Month) Non-Bank qualified tax-exempt rate of 77% of one-month LIBOR plus O. 54%. Rate as of September 17, 2004 is The initial rate shall be set one day prior to closing at a rate of 77% of one- month LIBOR plus 0.55% and shaft reset the first day of each month there after based on 77% of one-month LIBOR plus 0.55%. Prepayment: The County may prepay the outstandinq draws at anytime without penalty. Closing Costs: Bank Counsel fees shall be capped at $1,750 for review of documentation. Covenants and Conditions A) All matters relating to this loan, including all instruments and documents required, are subject to the Bank's policies and procedures in effect, applicable governmental regulations and/or statutes, and approval by the Bank and the Bank's Counsel. B) Borrower's Counsel shall submit a written opinion, in form and substance acceptable to the Bank and Bank's Counsel, that all documents are valid, binding and enforceable in accordance with their terms, that execution and delivery of said documents has been duly authorized, and addressing such other matters as the Bank and the Bank's Counsel deem appropriate. c) Borrower shall submit annual audited statements within 210 days of fiscal year end, together with an annual budget within 30 days of adoption, together with any other information the Bank may reasonably request. D) The tax-exempt interest rates quoted herein take into consideration a corporate tax rate of 35%. In the event of a change in the maximum corporate tax rate, the Bank shall have the right to adjust the interest rate in order to maintain the same after tax yield. E) The Bank shall have the right to adjust the tax-exempt interest rate in order to maintain the same after tax yield if any amendments to existing law are enacted which would adversely affect the Bank's after tax yield including any "determination of taxability" as will be defined in the loan B-2 E/STL/2004 RANS/R-AUTH documentation. F) The Borrower shall comply with and agree to such other covenants, terms, and conditions that may be reasonably required by the Bank and its counsel and are customary in tax-exempt financings of this nature. These covenants would include, but are not to be limited to, covenants regarding compliance with laws and regulation, remedies in the event of default and bond counsel's opinion regarding the tax exempt and "bank qualified" nature of the facility. G) Draw Certificate: The County Administer shall certify that the proceeds from the requested amount to be drawn will be used for expenditures related to Hurricane Charley and Hurricane Frances and that such expenditures will qualify as reimbursable expenditures from FEMA and the State of Florida. Acceptance of Commitment:Borrower must signify its acceptance of this commitment no later than October 14, 2004 on the acknowledgment below. This commitment shall remain valid until November 1, 2004 unless otherwise extended by the Bank. After you have had a chance to review the following information, please contact Todd Morley at (407) 237-6764 with any questions. SunTrust Bank greatly appreciates the opportunity to provide this financing commitment for the above referenced project, and eagerly awaits your response. Sincerely, SunTrust Bank Todd Morley Vice President BORROWER ACCEPTS THE COMMITMENT AS RENDERED: cc: Wayne Herring, SunTrust Bank Date E/STL/2004 RANS/R~AUTH B-3