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HomeMy WebLinkAbout02-227 RESOLUTION NO. 02-227 (SUPPLEMENTAL RESOLUTION, ROUSE ROAD MSBU) A RESOLUTION SUPPLEMENTING RESOLUTION 94-196 OF ST. LUCIE COUNTY, ADOPTED SEPTEMBER 20, 1994, AS AMENDED, ACCEPTING THE PROPOSAL OF BANK OF AMERICA TO PROVIDE PERMANENT FINANCING FOR THE COST OF IMPROVEMENTS WITHIN THE ROUSE ROAD MUNICIPAL SERVICES BENEFIT UNIT; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $140,000 SPECIAL ASSESSMENT IMPROVEMENT BONDS, SERIES 2002A (ROUSE ROAD MSBU) OF THE COUNTY; PROVIDING SECURITY FOR THE PAYMENT OF THE ROUSE ROAD BONDS FROM CERTAIN ROUSE ROAD PLEDGED REVENUES', MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUClE COUNTY, FLORIDA, AS FOLLOWS: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS Section 1. Authority for this Resolution. This resolution is adopted pursuant to the provisions of the Act and the Master Resolution, and is supplemental to the Master Resolution. Section 2. Definitions. Unless the context otherwise requires, the capitalized terms used in this resolution shall have the meanings assigned in this Section. Capitalized terms used in this resolution and not otherwise defined in this Section shall have the meanings specified in the Master Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Bank" means Bank of America, N.A., a national banking association, and its successors and assigns. The Bank shall be the Registered Owner of the Rouse Road Bond for purposes of the Bond Resolution "Bond Counsel" means Squire, Sanders & Dempsey L.L.P. "Bond Resolution" means, collectively, the Master Resolution and this resolution. "Commitment" means the letter of the Bank to the County's Management and Budget Director, dated July 27, 2001, a copy of which is attached hereto as part of composite Exhibit B. "Closing Date" means the date of issuance and delivery of the Rouse Road Bond by the County to the Bank and the payment by the Bank to the County of the principal amount of the Rouse Road Bond. "Financial Advisor" means William R. Hough & Co. "Fiscal Year" means the period beginning each October 1 and ending the subsequent September 30. "Interlocal Agreement" means the Interlocal Agreement between the County and St. Lucie Village, Florida (the "Village"), dated October 27, 1998, as amended by the First Amendment to October 27, 1998 Interlocal Agreement - Rouse Road, dated March 13, 2001, requiring the Village to pay to the County the portion of the cost of the Rouse Road Project, attributable to property benefited by the Rouse Road Project located within the Village. "Master Resolution" means Resolution No. 94-196 of the Board of County Commissioners (the "Board"), adopted on September 20, 1994, as amended by Resolution No. 95-183, adopted by the Board on September 5, 1995, and as fimher amended from time to time. "Proposal" means the letter of the Bank to the County's Management and Budget Director dated September 3, 2002, a copy of which is attached hereto as part of composite Exhibit B. "Rouse Road Bond" means the County's Special Assessment Improvement Bond, Series 2002A (Rouse Road MSBU), to be issued pursuant to this resolution. The Rouse Road Bond constitutes a "Series" as defined in the Master Resolution. "Rouse Road Interim Financing" means that portion of the County's obligation to the Bank under the provisions of the County's Special Assessment Improvement Note, Series 2001, dated September 24, 2001, attributable to interim borrowing for the Rouse Road Project. "Rouse Road Investment Eamings" means the earnings from the investment of moneys on deposit in the Rouse Road Subaccounts. The Rouse Road Investment Earnings constitute "Series Investment Eamings" as defined in the Master Resolution. "Rouse Road MSBU" means the MSBU established pursuant to Resolution No. 98-081, adopted by the Board on April 7, 1998. "Rouse Road MSBU" Assessment Resolutions means, collectively, Resolution Nos. 00-284 and 02-191. "Rouse Road Pledged Revenues" means (a) the Rouse Road Special Assessments, (b) the Village Payments, (c) the moneys on deposit in the Rouse Road Subaccounts, and (d) the Rouse Road Investment Earnings. "Rouse Road Project" means the construction of paving and drainage improvements within the Rouse Road MSBU and all costs incidental thereto as permitted by the Assessment Act. 2 9006v3/28902-OOlO3/R-AUTH ROUSE "Rouse Road Project Costs" means the cost of the acquisition and construction of the Rouse Road Project and the construction and acquisition of additions, extensions, and improvements thereto including, but not limited to: the acquisition of any lands or interests therein or any other properties deemed necessary or convenient therefor; engineering, accounting, and legal fees and expenses; expenses for plans, specifications and surveys and appraisals; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; interest on the Rouse Road Bond for a reasonable period of time after the date of their delivery; reasonable reserves for the payment of Debt Service with respect to the Rouse Road Bond; discount upon the sale of the Rouse Road Bond; the cost of purchasing any Credit Facility with respect to the Rouse Road Bond; such other expenses as may be necessary or incidental to the financing authorized by this Resolution, to the Rouse Road Project, and to the placing of the Rouse Road Project in operation; and reimbursement to the County for any sums expended for the foregoing purposes in anticipation of the issuance of the Rouse Road Bond. "Rouse Road Special Assessments" means the special assessments levied with the Rouse Road MSBU pursuant to the Rouse Road MSBU Assessment Resolutions. The Rouse Road Special Assessments constitute "Series Special Assessments" as defined in the Master Resolution. "Rouse Road Subaccounts" means the subaccounts created pursuant to Section 5(B)(2) of this resolution. The Rouse Road Subaccounts constitute "Series Subaccounts" as defined in the Master Resolution. "Village Payments" mean the payments received by the County pursuant to the Interlocal Agreement. Section 3. Findings. It is hereby found, determined and declared by the Board as follows: A. The County has previously incurred the obligation of the Rouse Road Interim Financing, and it is necessary and desirable that provision be made for payment of the Rouse Road Interim Financing through the issuance of the Rouse Road Bond. B. The County has previously obtained the Commitment from the Bank to provide permanent fmancing for projects such as the Rouse Road Project, and the Bank has submitted the Proposal with respect to the Rouse Road Bond. The Financial Advisor has recommended that the Proposal is in the best interests of the County. C. The Village has entered into the Intedocal Agreement and, pursuant thereto, has agreed to make the Village Payments to the County, which the County will apply to pay the principal and interest on the Rouse Road Bond. D. A negotiated sale of the Rouse Road Bond is in the best interest of the County and is found to be necessary for the following reasons, as to which the following specific finding is hereby made: the complex nature of the underlying security for the Rouse Road Bond, the small principal amount of the Rouse Road Bond, the fact that the Rouse Road Bond is not expected to be rated or insured, and the fact that the County is authorized to designate the Rouse Road Bond as a qualified 3 9006v3/28902-00103/R-AUTH ROUSE tax-exempt obligation under Section 265(b)(3)(B) of the Code makes it desirable that a process of negotiation for the sale of the Rouse Road Bond be conducted, and this can more successfully be accomplished with the help of the Financial Advisor through a negotiated placement with a banking institution. E. It is necessary and desirable in connection with the issuance of the Rouse Road Bond (1) to authorize the execution and delivery to the Bank, upon payment therefor, of the Rouse Road Bond in definitive form; (2) to authorize the execution and delivery of a tax compliance certificate and such other closing agreements, documents, and certificates as are usual and customary in connection with the delivery of bonds, all with the advice of the County Attorney and Bond Counsel; and (3) to authorize the taking of such further action by the Chairman, County Administrator, Clerk, and others employed by or acting on behalf of the County as is necessary to effect the issuance and delivery of the Rouse Road Bond and the application of the proceeds thereof to the payment of the Rouse Road Project Costs, including payment of the Rouse Road Interim Financing. F. It is necessary and desirable to designate the Bond Registrar and Paying Agent for the Rouse Road Bond. G. The County does not expect to issue more than $10,000,000 in obligations under the provisions of Section 103(a) of the Code during the calendar year ending December 31, 2002, and, is entitled to designate the Rouse Road Bond as a qualified tax-exempt obligation under the provisions of Section 265(b)(3)(B) of the Code. Section 4. Authorization of Rouse Road Bond; Date, Denomination, Amortization Schedule, Interest Rate, and Prepayment Provisions for Bond; Designation of Bond. For the purpose of paying the Rouse Road Project Costs, including the Rouse Road Interim Financing, there is hereby authorized to be issued a special, limited obligation of the County to be designated "Special Assessment Improvement Bond, Series 2002A(Rouse Road MSBU), previously defined as the Rouse Road Bond. The Rouse Road Bond shall be dated the Closing Date, shall be issued in the form of a single, typewritten bond in the principal amount of One Hundred Forty Thousand Dollars ($140,000), shall bear interest at the rate, payable on the dates, shall be payable as to principal in installments, which may be prepaid prior to maturity, shall be payable in the manner, and shall have the other characteristics, all as shown on Exhibit A hereto. The Rouse Road Bond shall be considered to be issued under the authority of, and shall be subject to the terms and provisions of, the Master Resolution. The Rouse Road Bond is hereby designated a "qualified tax-exempt obligation" pursuant to Section 265(b)(3)(B) of the Code Section 5. Application of Provisions of Master Resolution; Security for Payment of Rouse Road Bond; Creation of Funds and Accounts; Application of Rouse Road MSBU Special Assessments. A. Application of Provisions of the Master Resolution. The Rouse Road Bond shall for all purposes be considered to be a Bond issued under the authority of the Master Resolution and shall be entitled to all the protection and security provided therein for Bonds. The covenants and 4 9006v3/28902-00103/R-AUTH ROUSE pledges contained in the Master Resolution shall be applicable to the Rouse Road Bond herein authorized. B. Security for Rouse Road Bond. (1) Pledge And Lien. The Rouse Road Bond shall be secured by a pledge of and lien upon the Rouse Road Pledged Revenues. The Rouse Road Bond shall not be or constitute a general obligation or an indebtedness of the County as a "bond" within the meaning of the Constitution of Florida, but shall be payable from and secured solely by a lien upon and pledge of the Rouse Road Pledged Revenues as provided herein and in the Master Resolution. No Owner of the Rouse Road Bond shall ever have the right to compel the exercise of the ad valorem taxing power of the County or taxation in any form of property therein to pay the Debt Service on the Rouse Road Bond. The Rouse Road Bond shall not constitute a lien upon the Rouse Road MSBU Project or upon any property of or in the County except the Rouse Road Pledged Revenues in the manner provided herein and in the Master Resolution. (2) Series Subaccounts. There are hereby created and established in the Funds and Accounts created and established pursuant to Section 3.03(A) of the Master Resolution the following Series Subaccounts, hereinbefore defined as the "Rouse Road Series Subaccounts": (1) in the Sinking Fund, (a) the "Rouse Road Bonds Debt Service SubaccoLmt," (b)the "Rouse Road Bonds Reserve Subaccount," and (c) the "Rouse Road Bonds Redemption Account." (3) Use of Rouse Road Pledged Revenues. All Rouse Road MSBU Special Assessments, Village Payments and Rouse Road Investment Eamings shall be applied and deposited in the manner provided in Section 3.04(A) and (B) of the Master Resolution only into the Rouse Road Series Subaccounts. Moneys and Authorized Investments on deposit at any time in the Rouse Road Series Subaccounts may be used and applied only in the manner provided in Section 3.04(C) of the Master Resolution for the payment of Debt Service on, or the Redemption Price of, the Rouse Road Bond. Moneys on deposit in the Rouse Road Series Subaccounts may be invested and reinvested only in Authorized Investments in the manner provided in Section 3.05 of the Master Resolution. C. Collection of Special Assessments. The County will collect the Rouse Road MSBU Special Assessments in the manner provided in Section 197.3632, Florida Statutes, and other applicable provisions of law. The County will take or cause to be taken all actions necessary to diligently enforce the payment of all of the Rouse Road MSBU Special Assessments and all of the installments thereof, interest thereon and penalties therefrom, in the manner prescribed by the Master Resolution, this Resolution, and the laws of the State pertaining thereto. D. Remedies. Any Registered Owner of, or any Credit Facility Issuer for, Rouse Road Bonds shall have available the remedies specified in Section 5.03 of the Master Resolution. Section 6. Application of Rouse Road Bond Proceeds. All moneys received from the Bank in exchange for the delivery of the Rouse Road Bond shall be applied by the County, together with other available moneys, as follows: 5 9006v3/28902-00103/R-AUTH ROUSE A. The County shall pay in full all amounts of principal and interest outstanding on the Rouse Road Interim Financing. B. The County shall next pay the costs of issuance of the Rouse Road Bond. Section 7. Authorization for Execution of Bond and of Additional Documents and Certificates in Connection with the Delivery Thereof. The Chairman, Clerk, the County Administrator, and the Management and Budget Director, with the advice of the County Attorney and Bond Counsel, are hereby authorized and empowered, collectively and individually, to take all action and steps and to execute and deliver, on behalf of the County, and in their official capacities, the Rouse Road Bond, and any and all instruments, documents, or certificates, including a tax compliance certificate, which are necessary or desirable in connection with the issuance and delivery of the Rouse Road Bond. The Management and Budget Director is hereby authorized, with the advice of the Financial Advisor, to approve the final interest rate on the Rouse Road Bond at or prior to the Delivery Date; provided that the interest rate does not exceed five and seventy-five hundredths pement (5.75%) per Section 8. Additional Covenants. In addition to those covenants contained in the Master Resolution for the benefit of the Registered Owner of the Rouse Road Bond, the County makes the following additional covenants for the benefit of the Bank for so long as any principal of or interest on the Rouse Road Bond or any other amounts payable by the County to the Bank in connection therewith are outstanding and nnpaid. A. The County will not issue or incur any debt or obligation secured by or payable fi:om the Rouse Road Pledged Revenues other than the Rouse Road Bond. B. The County will provide the Bank with a copy of its General Purpose Financial Statements within one hundred eighty (180) days of the close of its Fiscal Year. Section 9 Bond Registrar and Paying Agent and Agreement Therefor. The Clerk is hereby designated Bond Registrar and Paying Agent for the Rouse Road Bond and shall perform such duties as are more fully described in the Bond Resolution and the Rouse Road Bond. Section 10. Severability. If any one 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, and in no way affect the validity of all other provisions of the Bond Resolution or of the Rouse Road Bond delivered hereunder. Section 11. Repealing Clause. All resolutions of the County, or parts thereof, in conflict with the provisions of this resolution are, to the extent of such conflict, hereby superseded and repealed. 6 9006v3/28902-00103/R-AUTH ROUSE Section 12. Effective Date. This resolution shall take effect immediately upon its adoption. Passed and Approved by the Board of the County Commissioners of St. Lucie County, Florida this 24th day of Septeanber 2002. ST. LUC[E COUNTY, FLORIDA (SEAL) ATTEST: ,erk the Board of County Commissioners Chairman, Board of County Commissioners 7 9tlt~6v3/28902-00103/R-AUTH ROUSE No. R-1 EXHIBIT A FORM OF BOND ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2002A (ROUSE ROAD MSBU) $140,000 RATE OF INTEREST MATURITY DATE September 24, 2016 DATE OF ISSUE September 24, 2002 REGISTERED OWNER: Bank of America, N.A. PRINCIPAL AMOUNT: One Hundred Forty Thousand Dollars KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on November 1, 2003, and on each November 1 thereafter, to and including November 1, 2015, and on the Maturity Date specified above, the installments of the above Principal Amount, as shown on Schedule 2 attached hereto and forming a part hereof(the "Schedule"), and to pay solely from such funds interest thereon from the date of this bond or from the most recent date to which interest has been paid, whichever is applicable, until payment of such Principal Amount, interest at the Rate of Interest shown above, subject to adjustment as set forth in Schedule 1 attached hereto, such interest being payable semi- annually on each May 1 and November 1 (an "Interest Payment Date") commencing May 1, 2003, with all unpaid interest being due on the Maturity Date, by wire transfer in accordance with written instructions delivered by the Registered Owner to the County or by such other medium acceptable to the County and to such Registered Owner. The principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America. Interest due hereon shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. This bond is issued to finance the costs of the acquisition and construction of the Rouse Road Project (including repayment of the Rouser Road Interim Financing), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Part I, Florida Statutes, Ordinance No. 8%77 of the County, as amended, and other applicable provisions of law, and Resolution No. 94-196, adopted by the Board of County Commissioners (the "Board") on September 20, 1994, as amended and supplemented, particularly as supplemented by Resolution No. 02-227, duly adopted on September 24, 2002 (collectively, the "Bond Resolution"), to which reference should be made to ascertain those terms and conditions. This bond is payable from and secured solely by a lien upon and pledge of the Rouse Road Pledged Revenues in the manner provided in, and subject to the terms and conditions of, the Bond Resolution. The principal of and interest on this bond do not constitute a general obligation or indebtedness of the County, and the Registered Owner shall never have the right to require or compel the levy of taxes on any property of or in the County for the payment of the principal of and interest on this bond. The principal of and interest on this bond are not secured by a lien upon the Rouse Road Project, or upon any property of or in the County, but are secured solely by the Rouse Road Pledged Revenues in the manner provided herein and in the Bond Resolution. Reference is made to the Bond Resolution for the provisions relating to the security for payment of this bond and the duties and obligations of the County hereunder. The Registered Owner may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida, of the United States of America, or granted and contained in the Bond Resolution, and to enforce and compel the performance of all duties required by the Bond Resolution or by any applicable laws to be performed by the County, the Board or by any officer thereof, and may take all steps to enforce the Bond Resolution to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. Any controversy or claim hereunder, including, but not limited to, those arising out of or relating to the Bond Resolution and this bond or any instruments executed in connection therewith, including any claim based on or arising from an alleged tort, shall be determined by binding arbitration in accordance with the State of Florida arbitration code, the rule of practice and procedure for the arbitration of commercial disputes and the "Special Rules" set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. The Registered Owner of this bond may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim relating to this bond in any court having jurisdiction over such action. A. Special Rules. The arbitration shall be conducted in St. Lucie County, Florida, and administered by the American Arbitration Association. All arbitration hearings will be commended within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such heating for an additional sixty (60) days. B. Reservation of Rights. Nothing herein shall be deemed to (i) limit the applicability of any otherwise applicable statues of limitation or repose and any waivers contained herein or in the Bond Resolution; or (ii) be a waiver by the Registered Owner of any protection afforded to it by 12 U.S.C. §91 or any substantially equivalent state law; or (iii) limit the right of the Registered Owner to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession or the appointment of a receiver. The Registered Owner may obtain such provisional or ancillary remedies before, during or after the pendency of any arbitration proceeding brought pursuant hereto. The exercise of ancillary remedies shall not constitute a waiver of the right of the Registered Owner to arbitrate the merits of the controversy or claim occasioning resort to such remedies. This bond may be transferred or assigned by the Registered Owner without the prior written consent of the County provided that (1) the County is given notice of such transfer not later than ten (10) days prior to the next Interest Payment Date on the Bond and (2) the transferee provides to the County an investment letter in form and substance materially the same as the letter provided by the Registered Owner to the County upon the original issuance hereof. Upon the occurrence of an Event of Default under the Bond Resolution, the County shall also be obligated to pay, but only from the Rouse Road Pledged Revenues, all costs of collection and enforcement hereof, including attorneys' fees (including fees incurred on appeal). It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to and in the issuance of this bond, have been performed, exist and have happened in regular and due form and time as so required. 10 1N WITNESS WHEREOF, St. Lucie County, Florida, has caused this bond to be executed by the Chairman or Vice-Chairman of its Board of County Commissioners, and attested by the Clerk or Deputy Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the Date of Issue above. (SEAL) Clerk of the Board of County Commissioners ST. LUCIE COUNTY, FLORIDA Chairman oft~ee Bc~d of County Commissioners 11 SCHEDULE 1 ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS The rate of interest on this bond shall be adjusted, as set forth below: The interest rate on this bond is based on (a) the status of this bond as a tax exempt obligation under Section 103 of the Intemal Revenue Code of 1986, as amended ("Code"); (b) the status of this bond as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code; (c) the laws in effect on the Date of Issue of this bond; and (d) the maximum corporate income tax rate in effect and applicable to the Registered Owner on the Date of Issue of this bond. If this bond should be determined (a) not to be a tax-exempt obligation for purposes of Section 103 of the Code, or (b) not to be a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3)(B) of the Code, the interest rate on this bond will be adjusted retroactive to the date that such determination became effective in order to preserve to the Registered Owner the after-tax yield that the Registered Owner enjoyed on the Date of Issue of this bond. The County shall also pay any additions to tax, penalties, any interest on this bond, and any arrears in interest resulting from such a determination. If the (A) laws in effect or (B) the maximum corporate income tax rate in effect on the Date of Issue of this bond should change, the Registered Owner may adjust the interest rate on this bond retroactive to the date of such change to the extent necessary to preserve to the Registered Owner the after-tax yield that the Registered Owner enjoyed on the Date of Issue of this bond. Any additional interest, and any additions to tax, penalties and interest payable pursuant to the preceding paragraphs shall be payable on the earlier of the first day of the first month or the first Interest Payment Date following the date the Registered Owner notifies the County of the amount due, and thereafter, such increased interest rate shall be payable on the same dates interest would have otherwise been payable. The adjustments provided for in this schedule and the obligation of the County to pay any additional amounts hereunder shall survive the payment of this bond until the expiration of the statute of limitations applicable to the ability of the Internal Revenue Service to determine that this bond was not a tax-exempt obligation or was not a "qualified tax-exempt obligation". SCHEDULE 2 ST. LUCIE COUNTY SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2002A (ROUSE ROAD MSBU) AMORTIZATION SCHEDULE Principal Payment Principal Payment Date Amount Date Amount 11/1/03 $10,000.00 11/1/10 10,000.00 11/1/04 10,000.00 11/1/11 10,000.00 11/1/05 10,000.00 11/1/12 10,000.00 11/1/06 10,000.00 11/1/13 10,000.00 11/1/07 10,000.00 11/1/14 10,000.00 11/1/08 10,000.00 11/1/15 10,000.00 I 1/1/09 10,000.00 9/24/16 10,000.00 EXHIBIT B BANK'S PROPOSAL LETTER