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HomeMy WebLinkAbout16-220EXECUTION COPY RESOLUTION NO. 16.220 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE EXECUTION BY ST. LUCIE COUNTY OF A RATE LOCK AGREEMENT IN CONNECTION WITH THE PROPOSED ISSUANCE BY THE COUNTY OF A CAPITAL IMPROVEMENT REVENUE REFUNDING NOTE TO REFUND THE COUNTY'S TOURIST DEVELOPMENT TAX IMPROVEMENT AND REFUNDING REVENUE BOND, SERIES 2011A AND TOURIST DEVELOPMENT TAX REFUNDING REVENUE BOND, TAXABLE SERIES 201111; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Section 125.01, et seq., Florida Statutes, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. St. Lucie County, Florida (the "County") has previously issued its Tourist Development Tax Improvement and Refunding Revenue Bond, Series 201 IA and Tourist Development Tax Refunding Revenue Bond, Taxable Series 2011 B (collectively, the "Refunded Bonds"); and B. The County has received the proposal set forth in Exhibit A attached hereto (the "Proposal") from JPMorgan Chase Bank, N.A. (the "Lender"), the owner of the Refunded Bonds, to restructure the same by issuance of the County's Capital Improvement Revenue Refunding Note, Series 2016B (the "Series 2016 Note"). G The County desires to enter a rate lock agreement with the Lender, as referenced in the Proposal, to set the interest rate on the Series 2016 Note preceding completion of final documentation with respect thereto and issuance of the Series 2016 Note. SECTION 3. AUTHORIZATION OF RATE LOCK AGREEMENT. The Chairman of the Board of County Commissioners of the County or the County Manager is hereby authorized to enter into a rate lock agreement with the Lender, to establish the rate on the Series 2016 Note pending the issuance thereof. SECTION 4. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 5. SEVERABILITY. In the event that any portion or section of this Resolution is determined to be invalid, illegal or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Resolution, which shall remain in full force and effect. SECTION 6. EFFECTIVE DATE. This Resolution shall take effect immediately upon its final passage and adoption. 2 PASSED AND ADOPTED this 6h day of December, 2016. BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA Chris Dzadov y Its: Chairman W ST•E. Smith x -Of qio-mak EXHIBIT A THE PROPOSAL A-1 November 23, 2016 J.P.Morgan Direct Purchase of a Taxable Bond, Series 2017 issued by St. Lucie County, Florida in the amount of up to $4,780,000 Delivery via Email November 23, 2016 Asheley Hepburn St. Lucie County HepbumA@stlucieco.org Dear Mr. Hepburn and Mr. Glover: J P.Morgan Jay Glover Public Financial Management gloverj@pfm.com On behalf of JPMorgan Chase Bank, N.A. ("JPMorgan"), we are pleased to propose for discussion indicative terms to St. Lucie County, Florida for a Taxable Direct Purchase Bond in an initial estimated amount of $4,780,000, subject to the following terms and conditions described herein (the "Proposal"). The proposed indicative terms included in the enclosed Summary of Terms and Conditions are for discussion purposes only and do not represent an offer or commitment to lend on the part of JPMorgan and would be subject to due diligence, credit analysis and approval, and documentation of detailed terms and conditions satisfactory to JPMorgan and its legal counsel. Should any of the enclosed terms and conditions conflict with St. Lucie County's structuring parameters, we would be happy to discuss mutually acceptable alternatives. Should you have any questions regarding any of the indicative terms, please do not hesitate to contact either of us at the numbers set forth below: Dominic D'Amato Commercial Banker 450 S. Orange Ave., Suite 1000 Orlando, FL 32801 Direct: (407) 236-5440 dominic.damato@jpmorgan.com Anthony Jay Robinson Underwriting Senior Associate 450 S. Orange Ave., Suite 1000 Orlando, FL 32801 Direct: (407) 236-5472 jay.robinson@jpmorgan.com JPMorgan has been the market leader in public finance credit for over 35 years and ranks among the largest providers of credit facilities in the municipal market today. Our deep familiarity with this sector is viewed as a strong benefit by the municipal clients with whom we do business. We believe that our experience in providing direct purchase bond financing, coupled with our long experience in deal execution, would ensure an efficient, cost-effective transaction. Client references are available upon request. We look forward to further discussions with St. Lucie County and its financing team regarding this proposal. Yours sincerely, JPMORGAN CHASE BANK, N.A. By By: Dominic D'Amato Anthony Jay Rob son Commercial Banker Senior Underwriting Associate Confidential J.P. Morgan ST. LUCIE COUNTY, FLORIDA Direct Purchase Taxable Bond, Series 2017 Summary of Terms and Conditions November 23, 2016 This Summary of Terms and Conditions (the "Term Sheet") is confidential and is intended as a statement of indicative terms only, and is provided to facilitate additional discussion. It is a proposal for your consideration only and not a commitment by JPMorgan Chase Bank, NA or its affiliates ("JPMorgan") to provide the financing described in this Term Sheet or any other financing. The rates and fees set forth in this proposal are indicative and are subject to market conditions at all times until JPMorgan would commit to in writing and, in any event should not be regarded as indicative after the date of this Term Sheet. The terms in this proposal expire on December 23, 2016. SECTION I DESCRIPTION OF THE BONDS Issuer: St. Lucie County, Florida (the "Issuer") Purchaser: JPMorgan Chase Bank, N.A. and its successors and assigns (the "Purchaser" or the "Bank"). Facility / Amount: $4,780,000 Taxable Direct Purchase Bond, Series 2017 (the "Bond" or the "Facility") issued as a single maturity Bond. The Bond would be purchased at 100% of Par on an `all or none' basis. The Bond shall not be rated by any rating agency, shall not be initially registered to participate in DTC, shall not contain a CUSIP number and shall not be marketed during any period in which the Bonds is held by the Purchaser pursuant to any Official Statement, Offering Memorandum or any other disclosure documentation. The Purchaser shall take physical delivery of the Bond at closing. Purpose: Proceeds of the Bond would be used to facilitate a current refunding of the Issuer's tax- exempt Series 2011A and taxable Series 2011B Tourist Development Tax Revenue Bonds. Bond Maturity Date: November 1, 2023 SECTION II INTEREST RATES, PAYMENTS AND FEES Fixed Interest Rate: The Bond would accrue interest at a fixed rate per annum as set forth below, based upon the tenor selected by the Issuer. The following fixed interest rates are indicative as of November 23, 2016 and are subject to change daily until a written rate lock letter agreement is executed between the Issuer and the Bank: Bond Maturity Date Optional Redemption Date" Indicative Fixed Rate November 1, 2023 N/A; Standard Make Whole 3.05% per annum J P. Morgan 2 Bond Payments f Amortization: Prepayment: Day Basis/Year; Base Rate: Default Rate: SECTION III Confidential Interest would continue to be payable semi-annually each May 1 and November 1, commencing on May 1, 2017. Principal would continue to be payable annually each November 1, commencing on November 1, 2017 based on the following amortization schedule: Principal Payment Date Principal Payment Amount November 1, 2017 $635,000 November 1, 2018 $650,000 November 1, 2019 $665,000 November 1, 2020 $680,000 November 1, 2021 $700,000 November 1, 2022 $715,000 November 1, 2023 $735,000 Total $4,780,000 The Purchaser acknowledges that there may be adjustments to the amortization schedule above. The finalization of the amortization schedule would be a condition precedent to the Purchaser's acceptance of any written rate lock letter agreement. Notwithstanding the foregoing, the Bond would be required to be repaid in full and would continue to be subject to acceleration upon payment default. The Bond may be prepaid in whole or in part, without premium or penalty, on any Optional Redemption Date as defined above. Any prepayment on any date other than those provided for above is subject to breakage costs payable by the Issuer. 301360 The higher of (i) the Bank's Prime Rate and (ii) 2.5% plus the one month Adjusted LIBOR Rate, as such terms would be more particularly described in the related bond documents. Upon an Event of Default, Interest would be computed at the Base Rate + 4.00%. OTHER BOND TERMS AND PROVISIONS Security: The Bond would be supported by a covenant of the Issuer to appropriate in its annual budget an amount from legally available non -ad valorem revenues of the Borrower to pay the principal of and interest on the Bond after satisfying funding obligations with an express lien on sources of non -ad valorem revenues and after satisfying obligations with respect to essential services of the Issuer. The Bond would be on parity with all other indebtedness supported also by a "covenant to budget and appropriate." Drawdown: The proceeds of the Bond would be fully drawn on the date of issuance. Required Documents: The terms of this financing would be evidenced by agreements, instruments and documents (collectively, the `Bond Documents") that are usual and customary for a Direct Purchase Bond transaction. The required documentation would include, but not limited to, the terms and conditions outlined herein as well as the Bank's standard provisions with respect to representations and warranties, covenants, events of default, remedies, conditions precedent, waiver of jury trial, compliance with anti -corruption laws and other general provisions that the Purchaser and its counsel deem necessary and would otherwise be satisfactory in form J P. Morgan 3 Confidential and substance to the Purchaser and its counsel. The Bond Documents shall be prepared by Bond Counsel or Issuer's Counse, as appropriate. Conditions Precedent: Usual and customary representations and warranties and other conditions prior to the issuance of the Bond for like situated issuers and for the type and term of the Facility, including absence of default, absence of material litigation and absence of material adverse change from the Issuer's financial conditions and operations as reflected in the financial statements of the Issuer dated September 30, 2015. Additional conditions precedent would include delivery of acceptable bond documentation and legal opinions, including an opinion of bond counsel as to the validity and enforceability of the obligations of the Issuer under the Bond Documents. Financial Covenants: The Purchaser would require the existing 1.50x Anti -Dilution Test as defined in the Master Resolution. Reporting Covenants: The Issuer would continue to provide the following items in an electronic format acceptable to the Purchaser: 1. Receipt of CAFR within 190 days of the fiscal year end. 2, Additional information as reasonably requested by the Bank. Sale / Assignment: The Issuer would agree that the Purchaser may without limitation (i) at any time sell, assign, pledge or transfer all or a portion of the Bond, or one or more interests in all or any part of the Purchaser's rights and obligations under the Facility to one or more assignees and/or participants which may include affiliates of the Bank; and (ii) at the Purchaser's option, disclose information and share fees with such assignees and/or participants. Waiver of Jury Trial: The Issuer and the Purchaser would waive, to the fullest extent permitted by applicable law, any right to have a jury participate in resolving any dispute in any way related to this Term Sheet, any related documentation or the transactions contemplated hereby or thereby. Governing Law: All aspects of the Facility being discussed including this Term Sheet and any Bond Documents would be governed by the laws of the State of Florida. SECTION IV OTHER BANK REQUIREMENTS Municipal Advisor Disclosure: The Issuer acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Issuer and the Bank and its affiliates, (ii) in connection with such transaction, the Bank and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Issuer, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the Issuer on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the Issuer, and (vi) the Issuer has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. Expenses: The Issuer would pay or reimburse the Purchaser for all its out-of-pocket costs and expenses and reasonable attorneys' fees where not prohibited by applicable law and incurred in connection with (i) the development, preparation and execution of the Bond, and (ii) in connection with the enforcement or preservation of any rights under any agreement, any J,P. Morgan 4 Confidential amendment, supplement, or modification thereto, and any other loan documents both before and after judgment. Legal Counsel: The Bank would engage Locke Lord LLP as the Bank's legal counsel. Mark -David Adams would be acting in the capacity of attorney representing the Bank. The Bank would agree to cap such legal fees at $5,500, based on the scope of the financing as presented. Mark -David Adams Locke Lord LLP 525 Okeechobee Boulevard, Suite 1600 West Palm Beach, FL 33401 Phone: (561) 820-0281 Fax: (561) 655-8719 Email: mark.adams@lockelord.com Information Sharing: The Issuer would agree that the Purchaser may provide any information or knowledge the Purchaser may have about the Issuer or about any matter relating to the Facility described in this Term Sheet to JPMorgan Chase & Co., or any of its subsidiaries or affiliates or their successors, or to any one or more purchasers or potential purchasers of the Bond, or participants or assignees of the Bond or the Facility described in this letter. Website Disclosure: As a best practice to maintain transparency, final bond documentation may be posted by the Issuer on a national public bond market repository provided that certain information be redacted by the Issuer as directed by the Bank. Items that should be redacted include pricing, financial ratio covenants, signatures/names, account numbers, wire transfer and payment instructions and any other data that could be construed as sensitive information. Confidentiality: This Term Sheet is for the Issuer's confidential review and may not be disclosed by it to any other person other than its employees, attorneys, board members and financial advisors (but not other commercial lenders), and then only in connection with the transactions being discussed and on a confidential basis, except where disclosure is required by law, or where the Purchaser consents to the proposed disclosure. Bank Credit Decision: Satisfactory final due diligence, in the Purchaser's sole discretion, would be required consisting of, but may not be limited to, full review of requested financial statements and financing documents and discussions with management and other background due diligence of the Issuer and its management. Should the Issuer request financing substantially on the terms and conditions described in this Term Sheet, the Purchaser's credit decision would be made promptly after receipt of such request and completion of due diligence. J P. Morgan 5