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HomeMy WebLinkAbout22-132EXECUTION COPY Resolution No. 22-132 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE EXECUTION AND DELIVERY OF FIRST AMENDMENTS TO LOAN AGREEMENTS SECURING CERTAIN PRIOR COUNTY INDEBTEDNESS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, St. Lucie County, Florida (the "County") has previously issued its Capital Improvement Refunding Revenue Note, Series 2011, Capital Improvement Revenue Refunding Bond, Series 2014, Capital Improvement Revenue Bond, Series 2015, Capital Improvement Revenue Bond, Series 2016, Capital Improvement Revenue Bond, Series 2016A, Taxable Capital Improvement Revenue Refunding Note, Series 2016B, and Taxable Capital Improvement Revenue Bond, Series 2019 (collectively, the "Indebtedness"), pursuant to Loan Agreements dated as of November 10, 2011, November 3, 2014, May 22, 2015, January 29, 2016, November 22, 2016, December 22, 2016 and December 20, 2019, respectively (collectively, the "Loan Agreements"); and WHEREAS, the Indebtedness is secured under the Loan Agreements by a covenant to budget and appropriate non -ad valorem revenues, and each Loan Agreement contains an "anti - dilution test" limiting the ability of the County to incur similar debt; and WHEREAS, the County desires to amend each of the Loan Agreements, with the consent of the respective lenders, to provide for flexibility in issuing additional indebtedness with shorter maturities; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA as follows: SECTION 1. The Chair of the Board of County Commissioners of the County and the Clerk are hereby authorized to execute and deliver to the respective lenders a First Supplement to Loan Agreement, amending each of the Loan Agreements, in substantially the form set forth as a composite Exhibit A attached hereto, with such changes as may be approved by the Chair and Clerk, their approval to be assumed by their execution thereof. The Chair and Clerk are also hereby authorized to execute and deliver any additional documents to accomplish the same. SECTION 2. This resolution shall take effect immediately upon its adoption. ADOPTED this 19t' day of July, 2022. co ATTEST: v 41) ree yJ bCPu'�`j Clerk of the Circuit Court a ' r, F1.c Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA V 1 C2 Chair, Board of ounty Commissioners APPROVED AS TO FORM AND CORRECTNESS; (}�S► COUNTY ATTORNEY EXHIBIT A FIRST SUPPLEMENTS TO LOAN AGREEMENT FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2011 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the I" day of June, 2022, by and between St. Lucie County, Florida (the "County") and Truist Bank (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender, as successor to SunTrust Equipment Finance & Leasing Corp., have previously entered into that certain Loan Agreement, dated as of November 10, 2011 (the "Original Loan Agreement") securing the County's Capital Improvement Refunding Revenue Note, Series 2011; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(F) of the Loan Agreement is hereby amended to read as follows (underlined language added): F. Additional Indebtedness. The County may issue additional indebtedness secured by and payable from Non -Ad Valorem Revenues provided that the average of the Non -Ad Valorem Revenues for the preceding two (2) fiscal years is at least two times (2x) the total of the maximum annual debt service on all debt of the County secured by Non -Ad Valorem Revenues or by a covenant to budget and appropriate Non -Ad Valorem Revenues for the payment thereof and the proposed additional debt to be issued. For purposes of the foregoing (a) if said debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the debt during such period of time as if the principal of and interest on such debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners TRUIST BANK S-1 FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA CAPITAL IMPROVEMENT REVENUE REFUNDING BOND, SERIES 2014 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the lst day of June, 2022, by and between St. Lucie County, Florida (the "County") and TD Bank, N.A. (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement, dated as of November 3, 2014 (the "Original Loan Agreement") securing the County's Capital Improvement Revenue Refunding Bond, Series 2014; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(F) of the Loan Agreement is hereby amended to read as follows (underlined language added): F. Issuance of Other Obligations. Except for the Bond, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure Senior Debt, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year equal at least 150% of such maximum annual debt service on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues: (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments, including the additional indebtedness proposed to be issued; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by, or secured by Non -Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general govemn 1 ent and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing (a) if said Debt has 25% or more of the aggregate original principal amount of such Debt coming due in any one year, debt service shall be determined on the Debt duringsuch uch period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] 2 IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners TD BANK, N.A. S-1 FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2015 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the I St day of June, 2022, by and between St. Lucie County, Florida (the "County") and Pinnacle Public Finance, Inc. (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement, dated as of May 22, 2015 (the "Original Loan Agreement") securing the County's Capital Improvement Revenue Bond, Series 2015; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(G) of the Loan Agreement is hereby amended to read as follows (underlined language added): G. Issuance of Other Obligations. Except for the Bond, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure debt that has a first lien on such Non -Ad Valorem Revenues, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year equal at least 120% of such maximum annual debt service on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by or secured by Non- Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing (a) if said Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt during such period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] 2 IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners PINNACLE PUBLIC FINANCE, INC. S-1 FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2016 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the 15t day of June, 2022, by and between St. Lucie County, Florida (the "County") and Pinnacle Public Finance, Inc. (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement, dated as of January 29, 2016 (the "Original Loan Agreement") securing the County's Capital Improvement Revenue Bond, Series 2016; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(G) of the Loan Agreement is hereby amended to read as follows (underlined language added): G. Issuance of Other Oblisations. Except for the Bond, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure debt that has a first lien on such Non -Ad Valorem Revenues, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year equal at least 120% of such maximum annual debt service on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (ill) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by or secured by Non- Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing (a) if said Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt during such period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] Pa IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex OfEcio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners PINNACLE PUBLIC FINANCE, INC. S-1 FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2016A FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the 1" day of June, 2022, by and between St. Lucie County, Florida (the "County") and CenterState Bank of Florida, N.A. (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement, dated as of November 22, 2016 (the "Original Loan Agreement") securing the County's Capital Improvement Revenue Bond, Series 2016A; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(G) of the Loan Agreement is hereby amended to read as follows (underlined language added): G. Issuance of Other Obligations. Except for the Bond, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure Senior Debt, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year equal at least 120% of such maximum annual debt service on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues: (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments, including the additional indebtedness proposed to be issued; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non -Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing (a) if said Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt duringsuch uch period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners CENTERSTATE BANK OF FLORIDA, N.A. S-1 FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA TAXABLE CAPITAL IMPROVEMENT REVENUE REFUNDING NOTE, SERIES 2016B FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the 1" day of June, 2022, by and between St. Lucie County, Florida (the "County") and JPMorgan Chase Bank, N.A. (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement, dated as of December 22, 2016 (the "Original Loan Agreement") securing the County's Taxable Capital Improvement Revenue Refunding Note, Series 201613; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(D) of the Loan Agreement is hereby amended to read as follows (underlined language added): D. Issuance of Other Obligations. Except for the Series 2016 Note, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure Senior Debt, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year equal at least 150% of the Maximum Debt Service Requirement on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues, (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by, or secured by Non -Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing (a) if said Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt during such period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] 2 IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners JPMORGAN CHASE BANK, N.A. S-1 FIRST AMENDMENT TO LOAN AGREEMENT ST. LUCIE COUNTY, FLORIDA TAXABLE CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2019 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is entered into as of the ls` day of June, 2022, by and between St. Lucie County, Florida (the "County") and JPMorgan Chase Bank, N.A. (the "Lender"); WITNESSETH: WHEREAS, the County and the Lender have previously entered into that certain Loan Agreement, dated as of December 20, 2019 (the "Original Loan Agreement") securing the County's Taxable Capital Improvement Revenue Bond, Series 2019; and WHEREAS, the County and the Lender desire to amend the Original Loan Agreement to modify the "anti -dilution test" set forth therein; NOW, THEREFORE, for valuable consideration acknowledged and received, the parties hereto agree as follows: SECTION 1. Section 10(E) of the Loan Agreement is hereby amended to read as follows (underlined language added): E. Issuance of Other Obligations. Except for the Bond, the County will not issue any other obligations payable from the Non -Ad Valorem Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge against the Non -Ad Valorem Revenues, or any part thereof, except as set out below. No additional indebtedness payable from or secured by Non -Ad Valorem Revenues shall be issued by the County unless the actual receipts of Total Governmental Funds of the County (as specified in the County's audited financial statements) for the prior Fiscal Year, less ad valorem revenues, less Non -Ad Valorem Revenues from Total Governmental Funds pledged to secure Senior Debt, and less the amount required to pay for Essential Services of the County for the prior Fiscal Year equal at least 120% of the Maximum Debt Service Requirement on all Debt payable from such Non -Ad Valorem Revenues. "Debt" is defined as on any date (without duplication) all of the following to the extent that they are general obligations of the County or are payable in whole or in part from Non -Ad Valorem Revenues, (i) all obligations of the County for borrowed money evidenced by bonds, debentures, or other similar instruments; (ii) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (iii) all obligations of the County as lessee under capitalized leases; and (iv) all indebtedness of other Persons to the extent guaranteed by, or secured by Non -Ad Valorem Revenues of the County. For purposes of this covenant, "Essential Services" are those services identified by the County in its annual audit as general government and public safety expenditures from Total Governmental Funds, less expenditures paid from ad valorem revenues. For purposes of the foregoing(a) if said Debt has 25% or more of the aggregate principal amount coming due in any one year, debt service shall be determined on the Debt duringsuch uch period of time as if the principal of and interest on such Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years. SECTION 2. Except as specifically amended hereby, the Original Loan Agreement shall remain in full force and effect. [SIGNATURE PAGE ON FOLLOWING PAGE] IN WITNESS WHEREOF, we have hereunto entered into this First Amendment to Loan Agreement as of the day first aforesaid. ATTEST: Clerk of the Circuit Court and ex Officio Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman, Board of County Commissioners JPMORGAN CHASE BANK, N.A. S-1