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HomeMy WebLinkAbout20-056EXECUTION COPY RESOLUTION NO.2020-56 A RESOLUTION OF THE ST. LUCIE COUNTY BOARD OF COUNTY COMMISSIONERS SITTING AS THE COMMISSION OF THE ST. LUCIE COUNTY WATER AND SEWER DISTRICT, AUTHORIZING THE ISSUANCE BY THE ST. LUCIE COUNTY WATER AND SEWER DISTRICT OF NOT EXCEEDING $16,500,000 IN PRINCIPAL AMOUNT OF A TAXABLE UTILITY SYSTEM REFUNDING REVENUE BOND, SERIES 2020, TO REFUND A PORTION OF THE ISSUER'S OUTSTANDING UTILITY SYSTEM IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 2013; 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 AND FORM OF ATTACHED FORWARD DELIVERY AND DIRECT PURCHASE AGREEMENT BETWEEN THE DISTRICT AND THE PURCHASER OF THE BOND; MAKING CERTAIN OTHER COVENANTS IN CONNECTION WITH THE PAYMENT OF THE BOND; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE ST. LUCIE COUNTY BOARD OF COUNTY COMMISSIONERS SITTING AS THE COMMISSION OF THE ST. LUCIE COUNTY WATER AND SEWER DISTRICT, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is enacted pursuant to the provisions of the Constitution of the State of Florida, Chapter 125, Part I, Florida Statutes, Chapter 153, Part II, Florida Statutes, Chapter 189, Florida Statutes and other applicable provisions of law, and County Ordinance No. 04-023, and Resolution No. 13-232A of the St. Lucie County Water and Sewer District (the "Master Resolution"). SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. The St. Lucie County Water and Sewer District (the "Issuer") has requested proposals to provide the Issuer with the necessary financing (the "Loan") for the refunding of a portion of the Issuer's Outstanding Utility System Improvement and Refunding Revenue Bonds, Series 2013 (the "Refunded Bonds"), and desires to select JPMorgan Chase Bank, N.A. to provide said financing as described below. B. It is necessary and desirable to provide for the execution and delivery of a Loan Agreement and the issuance of the Issuer's Taxable Utility System Refunding Revenue Bond, Series 2020 (the "Bond") to implement the Loan. Amounts due under the Loan Agreement and the Bond shall constitute an Additional Parity Obligation under the Master Resolution and be payable from (i) the Net Revenues of the System (as defined in the Master Resolution), (ii) the Sewer System Capital Facilities Fees (as defined in the Master Resolution), (iii) the Water System Capital Facilities Fees (as defined in the Master Resolution), and (iv) until applied in accordance with the Master Resolution, the moneys on deposit in the various funds and accounts created pursuant to the Master Resolution. 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 Issuer because of the flexibility available in structuring the Bond and its terms. SECTION 3. AUTHORIZING AND AWARD OF BOND. The issuance by the Issuer of not to exceed $16,500,000 in principal amount of its Taxable Utility System Refunding Revenue Bond, Series 2020 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 lien upon the Issuer's (i) Net Revenues of the System, (ii) Sewer System Capital Facilities Fees, (iii) Water System Capital Facilities Fees, and (iv) until applied in accordance with the Master Resolution, the moneys on deposit in the various funds and accounts created pursuant to the Master Resolution, sufficient to pay the principal and interest on such Bond, is hereby authorized. The sale of the Bond is hereby authorized to JPMorgan Chase Bank, N.A., with the approval of the final terms providing the best overall benefit to the Issuer 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 $16,500,000; (B) the interest rate on the Bond (subject to tax and default adjustments as provided in the Loan Agreement) shall not exceed 2.09%; (C) the costs of issuance associated with the issuance of the Bond shall not exceed $80,000; and (D) net present value debt service savings associated with the refunding of at least 5% of the par amount of the Refunded Bonds. The Reserve Requirement with respect to the Bond shall be zero. 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 $16,500,000) 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 FORWARD DELIVERY AND DIRECT PURCHASE AGREEMENT. The Chair or Vice Chair of the Board of County Commissioners is hereby authorized to enter into a Forward Delivery and Direct Purchase Agreement, in the form attached hereto as Exhibit B, with such changes as may be approved by the Chair or Vice Chair, his or her approval to be presumed by her execution thereof, and hereby authorizes the issuance of the Future Bond (as defined therein), subject to the provisions of said agreement. F) SECTION 6. AUTHORIZATION OF ESCROW AGREEMENT. The Chair or Vice Chair of the Board of County Commissioners is hereby authorized to enter into an Escrow Deposit Agreement, in the form attached hereto as Exhibit C, with U.S. Bank National Association, as escrow agent, with such changes as may be approved by the Chair or Vice Chair, his or her approval to be presumed by the execution hereof SECTION 7. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The refunding of the Refunded Bonds is hereby authorized. The Chair, Vice Chair, County Attorney, County Administrator and Clerk are hereby authorized to take all action necessary or required in connection with the issuance of the Bond. SECTION 8. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 9. 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 10. EFFECTIVE DATE. This Resolution shall take effect immediately upon its final passage and adoption. t] PASSED AND ADOPTED this 17th day of March, 2020. ATTEST: p - . S61ith s: Ex-Officio Clerk BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, sitting as the St. Lucie County Water and Sewer District Cathy Townsen Its: Chair f 0 EXHIBIT A FORM OF LOAN AGREEMENT A-1 EXHIBIT B FORM OF FORWARD DELIVERY AND DIRECT PURCHASE AGREEMENT EXHIBIT C FORM OF ESCROW DEPOSIT AGREEMENT C-1