HomeMy WebLinkAbout19-292EXECUTION COPY
RESOLUTION NO. 19-292
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE
BY ST. LUCIE COUNTY OF NOT EXCEEDING $2,700,000 IN
AGGREGATE PRINCIPAL AMOUNT OF A TAXABLE CAPITAL
IMPROVEMENT REVENUE BOND, SERIES 2019, TO PROVIDE
FUNDS FOR THE ACQUISITION OF CERTAIN CAPITAL
FACILITIES AND IMPROVEMENTS THERETO; AUTHORIZING
THE AWARD OF THE SALE OF THE BOND UPON COMPLIANCE
WITH CERTAIN PARAMETERS; AUTHORIZING THE EXECUTION
AND DELIVERY OF THE FORM OF ATTACHED LOAN
AGREEMENT BETWEEN THE COUNTY AND THE PURCHASER OF
THE BOND; COVENANTING TO BUDGET AND APPROPRIATE
LEGALLY AVAILABLE NON -AD VALOREM FUNDS TO PAY THE
BOND; AUTHORIZING A RATE LOCK LETTER AGREEMENT;
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 enacted
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 requested proposals to provide the
County with the necessary financing (the "Loan") to provide for the acquisition of certain capital
facilities and improvements thereto (the "Project").
B. It is necessary and desirable to provide for the execution and delivery of a Loan
Agreement and the issuance of the County's Taxable Capital Improvement Revenue Bond, Series
2019 (the "Bond") to implement the Loan. Amounts due under the Loan Agreement and the
Bond shall be payable from non -ad valorem revenues of the County derived from the County's
covenant to budget and appropriate from legally available non -ad valorem funds each year such
monies sufficient to pay the principal and interest on such obligation.
C. In accordance with the provisions of Part III, Chapter 218, Florida Statutes, a
negotiated sale of the Bond is in the best interest of the County because of the flexibility
available in structuring the Bond and its terms.
SECTION 3. AUTHORIZING AND AWARD OF BOND. The issuance by the
County of not to exceed $2,700,000 aggregate principal amount of its Taxable Capital
Improvement Revenue Bond, Series 2019 for the purposes described above; to be dated, to bear
interest at a rate or rates not exceeding the maximum legal rate per annum, to be payable, to
mature, to be subject to redemption and to have such other characteristics as are provided in the
Loan Agreement attached; and secured by a covenant of the County to budget and appropriate
from legally available non -ad valorem funds each year monies sufficient to pay the principal and
interest on such Bond, is hereby authorized. The sale of the Bond is hereby authorized to JP
Morgan Chase Bank, N.A., with the approval of the final terms providing the best overall benefit
to the County being hereby delegated to the Chair of the Board of County Commissioners of the
County (the "Chair"), providing the following parameters are complied with: (A) the aggregate
principal amount of the Bond shall be not in excess of $2,700,000; (B) the interest rate on the
Bond (subject to tax and default adjustments as provided in the Loan Agreement) shall not
exceed 2.85%; and (C) the costs of issuance associated with the issuance of the Bond shall not
exceed $50,000.
SECTION 4. APPROVAL OF LOAN AGREEMENT AND BOND. The Loan
Agreement and the Bond in the form attached thereto as Exhibit A are hereby approved in
substantially such forms, with such modifications as may be approved by the Chair or Vice
Chair, including a modification of the principal amount thereof (not to exceed $2,700,000) and
associated amortization changes, such approval to be conclusively determined by his or her
execution thereof, and the execution and delivery thereof by the Chair or Vice Chair and the
Clerk of the County, who are hereby authorized to execute and deliver such instruments and to
take such other actions as shall be necessary to implement the Loan.
SECTION 5. AUTHORIZATION OF RATE LOCK. The Chair of the Board of
County Commissioners is hereby authorized to enter into a Rate Lock Letter Agreement, in the
form attached hereto as Exhibit B, with such changes as may be approved by the Chair, her
approval to be presumed by her execution thereof.
SECTION 6. AUTHORIZATION OF THE PROJECT. The Project is hereby
authorized. The Chair, County Attorney and Clerk are hereby authorized to take all action
necessary or required in connection with the issuance of the Bond.
SECTION 7. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or
parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict.
SECTION 8. 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 9. EFFECTIVE DATE. This Resolution shall take effect immediately
upon its final passage and adoption.
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PASSED AND ADOPTED this 171h day of December, 2019.
BOARD OF COUNTY COMMISSIONERS
OF ST. LUCIE COUNTY, FLORIDA
Cathy Townsen
Its: Chair
ATTEST
ep E. Smith
s: Ex-Officio Clerk
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EXHIBIT A
FORM OF LOAN AGREEMENT
A-1
EXHIBIT B
FORM OF RATE LOCK LETTER AGREEMENT
December 17, 2019
St Lucie County Board of County Commissioners
2300 Virginia Avenue
Fort Pierce, FL 34982
Defined Terms:
Rate Lock Date: December 17, 2019
Rate Lock Funding Date: December 20, 2019
Rate Lock Breakage Date: Date on which the rate lock is broken on or before the Rate Lock
Funding date.
Rate Lock Amount: $2,611,000
Annual Interest Rate (%): 2.71 %
Final Maturity: 10/1/2034
This letter is to confirm that, pursuant to your request, JPMorgan Chase Bank, N.A. (the "Bank")
has reserved for St. Lucie County, Florida $2,611,000 in fixed rate funds effective on the Rate
Lock Date, in anticipation of the Issuer's financing need on or before Rate Lock Funding Date.
The interest rate for the 15 year period (the "Designated Tenor") of the above -described
financing will be at an annual rate equal to 2.71 %.
In order to lock the interest rate for this transaction, Issuer agrees that, if for any reason, the full
Rate Lock Amount is not funded in accordance with the terms of the financing documents by the
Rate Lock Funding Date, then Issuer shall pay a Reinvestment Premium to the Bank within 5
business days of the Bank's written request, as further described below.
I. A Reinvestment Premium shall be due and payable if (i) exceeds (ii) where (i) equals total
scheduled interest payments due on the Rate Lock Amount calculated at the Swap Rate
(defined below) on the Rate Lock Date plus 2 basis points, and (ii) equals the total scheduled
interest payments due on the Rate Lock Amount calculated at the Swap Rate on the Rate
Lock Breakage Date. For purposes of calculating the Reinvestment Premium, "Swap Rate"
means the USD 1100 ICE Swap Rate that appears on Reuters page "ICESWAPI" or any
successor page established by Reuters (the "Service") at approximately 11:15 a.m., New
York City time on the applicable date for the Designated Tenor or the
19.2
II. following alternatives, as applicable: (i) If the Service does not publish a USD 1100 ICE
Swap Rate on either the Rate Lock Date or the Rate Lock Breakage Date, the most recent
USD ICE Swap Rate published by the Service as of the Rate Lock Date or Rate Lock
Breakage Date, as applicable, will be utilized; (ii) if the Service no longer publishes a USD
1100 ICE Swap Rate, the USD ICE Swap Rate published by the Service at different times on
that date may be utilized; (iii) if the Service no longer publishes any USD ICE Swap Rates,
the Bank may utilize other sources for determining the value of the USD ICE Swap Rates or
may, in lieu of the USD ICE Swap Rates, utilize other US dollar interest rate swap rates
obtained from other sources that it determines, in its sole discretion, provide current market -
based information as to mid -price US dollar interest rate swap rates; or (iv) if there is no
Swap Rate for the Designated Tenor, the applicable Swap Rate will be based upon the linear
interpolation between the Swap Rates reported by the Service (or alternative sources) for the
closest tenors above and below the Designated Tenor. The Bank's determination of the
interpolated rate shall be deemed conclusive.
III. If (ii) above is equal to or greater than (i) above, then no Reinvestment Premium is due.
IV. The Reinvestment Premium payable to the Bank shall be equal to the net present value of the
difference in scheduled interest payments of (i) above less (ii) above for each scheduled
interest period, discounted at the applicable Swap Rate as of the Rate Lock Breakage Date, as
determined above.
If the Issuer is in agreement with the above, please indicate such acceptance by providing
signatures as set forth below, and returning this letter to my attention.
JPMorgan is delighted to be of assistance in this matter and looks forward to working with you
to complete this transaction.
Yours truly,
JPMORGAN CHASE BANK, N.A.
Dominic D'Amato, Vice President
Agreed to and accepted by:
St. Lucie County, Florida
By:
Cathy Townsend
Chair, Board of County Commissioners
Date: December 17, 2019