HomeMy WebLinkAbout06-142
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RESOLUTION NO. 06-142
A RESOLUTION AUTHORIZING THE MODIFICATION OF THE TERM
LOAN AGREEMENT BETWEEN THE COUNTY AND BANK OF
AMERICA, N. A. RELATING TO THE LINE OF CREDIT PROVIDED
FOR THE BENEFIT OF THE MUNICIPAL SERVICES BENEFIT UNITS
WITHIN THE COUNTY BY THE COUNTY'S SPECIAL ASSESSMENT
IMPROVEMENT TERM NOTE, SERIES 2001 (MSBU LOAN - BANK OF
AMERICA FACILITY), TO CHANGE THE LAST DATE ADVANCES
THEREUNDER MAY BE MADE; 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, Florida Statutes, as amended, Ordinance No. 87-77 of the Board,
as amended, and other applicable provisions oflaw (the "Act").
Section 2. Findings. It is hereby found, declared, and determined by the Board of County
Commissioners (the "Board") of St. Lucie County, Florida (the "County"), as follows:
A. The County and Bank of America, N.A. (the "Bank"), have previously entered
into that certain Term Loan Agreement, dated September 24, 2001, as amended and modified
(collectively the "Loan Agreement") and;
B. Pursuant to the Loan Agreement, the County issued its St. Lucie County, Florida
Special Assessment Improvement Note, Series 2001 (MSBU Loan - Bank of America, N.A.
Facility) (the "Note"); and
C. There are currently outstanding Advances under the Loan Agreement and the
Note for Indian River Estates MSBU interim projects; and
D. The County has determined that it is necessary and desirable to request an
additional Advance under the Note in the amount of approximately $202,000 for Indian River
Estates MSBU (the "Indian River Estates Advance"); and
E. The Loan Agreement currently prohibits making any Advances within the period
of twelve months prior to September 20, 2006 (the "Twelve Month Period") and must be
amended to allow for advances to be made during the Twelve Month Period in order to obtain
the Indian River Estates Advance, and any other Advance otherwise permitted under the Loan
Agreement; and
F. The Bank has agreed to waive the prohibition of Advances made prior to the
Twelve-Month Period, provided any Advance will be repaid pursuant to the terms and conditions
{SOOO/99/000S7482DOCv }
of the Note and the Loan Agreement, no later than September 20, 2006, the maturity date of the
Note.
Section 3. Approval of Modification to Loan Agreement and Note. The form of
Modification Agreement (the "Modification"), in substantially the form attached hereto as
Exhibit A, providing for the making of Advances under the Note within the Twelve Month
Period is hereby authorized and approved. The proper officers of the County are hereby
authorized and directed to execute the Modification for and on behalf of the County in
substantially the form attached hereto as Exhibit A, subject to such changes, insertions and
omissions and filling in of blanks therein as shall be approved by the officers of the County
executing the same, such execution and delivery to be conclusive evidence of said approval, and
to deliver an executed original thereof to the Bank.
Section 4. Remaining Provisions Unaffected. The remaining provisions of the Loan
Agreement and the Note shall remain in full force and effect.
Section 5. Authorization of Execution and Additional Action. The Chairman, Vice
Chairman, Clerk, Deputy Clerk, County Administrator and any other official of the County are each
authorized and directed to execute and deliver any and all documents and instruments and to do and
cause to be done all acts and things necessary or proper for carrying out and implementing the
extension of the date of the Advances as contemplated by this resolution, including transfer of
moneys from other funds or accounts of the County in order to facilitate the funding of the Indian
River Estates MSBU project prior to the receipt of the Advance from the Bank.
Section 6. 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 hereof, and in
no way affect the validity of all other provisions of the Loan Agreement or this resolution.
2
{5000/99100057482DOCvl}
(SEAL)
A TrEST:
Section 7. Effective Date. This resolution shall take effect immediately upon its adoption.
Passed and Adopted this 2nd day of May 2006, at a regular meeting duly called and held.
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Clerk of the Circuit Co
Ex-officio Clerk of the Board
{5000/99/0005 7482. DOCv I }
ST. LUCIE COUNTY, FLORIDA
By:
APPROVED AS TO FORM AND
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EXHIBIT A TO RESOLUTION
FORM OF
THIRD MODIFICATION AGREEMENT
THIS THIRD MODIFICATION AGREEMENT is made and entered into by and
between St. Lucie County, Florida, a political subdivision of the State of Florida ("County") and
Bank of America, N.A., a national banking association ("Bank") as of this _ day of May 2006.
Whereas, the County and the Bank have previously entered into that certain Term Loan
Agreement, dated September 24, 2001 ("Original Loan Agreement"), as amended by a
Modification Agreement, dated as of September 24, 2002, and a Second Modification
Agreement, dated as of May 25,2005 (collectively, the "Modification Agreements" and, together
with the Original Loan Agreement, the "Loan Agreement"); and
Whereas, the County and the Bank agree to amend the Loan Agreement to provide that
advances under the Loan may be made within the period of twelve months prior to the Maturity
Date;
NOW, THEREFORE, for and in consideration of the Bank's consent to make advances
to the County under the Loan Agreement within the period of twelve months prior to the
Maturity Date, the County and the Bank agree as follows:
Section 1. Amendment to Loan Agreement. The definition of "Disbursement Date"
contained in Section 1 of the Loan Agreement is amended 0 read as follows:
"Disbursement Date" means any date on which proceeds of the Loan are
disbursed to the County, provided that any Advance matures not later than September 20,
2006.
Section 2. Remaining Provisions Unaffected. The remaining provisions of the Loan
Agreement shall be deemed to be unchanged and shall remain in full force and effect.
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IN WITNESS WHEREOF, the Bank and the County have executed this Third
Modification Agreement as of the date and year first above written.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
By:
Chairman, Board of County Commissioners
ATTEST:
By:
Clerk of the Circuit Court,
ex-officio Clerk ofthe Board
of County Comrrrissioners
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
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(5000/99/00057482.DOCv I)
THIRD MODIFICATION AGREEMENT
THIS THIRD MODIFICATION AGREEMENT is made and entered into by and
between St. Lucie County, Florida, a political subdivision of the State of FI:;Jida ("County") and
Bank of America, N.A., a national banking association ("Bank") as ofthisL day of May 2006.
Whereas, the County and the Bank have previously entered into that certain Term Loan
Agreement, dated September 24, 2001 ("Original Loan Agreement"), as amended by a
Modification Agreement, dated as of September 24, 2002, and a Second Modification
Agreement, dated as of May 25, 2005 (collectively, the "Modification Agreements" and, together
with the Original Loan Agreement, the "Loan Agreement"); and
Whereas, the County and the Bank agree to amend the Loan Agreement to provide that
advances under the Loan may be made within the period of twelve months prior to the Maturity
Date;
NOW, THEREFORE, for and in consideration of the Bank's consent to make advances
to the County under the Loan Agreement within the period of twelve months prior to the
Maturity Date, the County and the Bank agree as follows:
Section 1. Amendment to Loan Agreement. Certain definitions contained in the Loan
Agreement are hereby amended in the following respects:
"Anniversary Date" with respect to an Advance means the same day of the same
month in the year immediately succeeding the year in which the Advance is made,
provided however that if an Advance is made within twelve months preceding the
Maturity Date, the Anniversary Date shall be the Maturity Date.
"Disbursement Date" means any date on which proceeds of the Loan are
disbursed to the County, provided that any Advance matures not later than the Maturity
Date.
Section 2. Remaining Provisions Unaffected. The remaining provisions of the Loan
Agreement shall be deemed to be unchanged and shall remain in full force and effect.
{SOOO/99/000S7483.DOCv I}
IN WITNESS WHEREOF, the Bank and the County have executed this Third
Modification Agreement as of the date and year first above written.
(SEAL)
ST. LUCIE COUNTY, FLORIDA
By:
ATTEST:
Clerk of t ircuit Court,
ex -officio Clerk of the Board
of County Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
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Jr.r~ County Attorney
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