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1993-07 Transportation ProjectsRESOLUTION NO. 93-7 A RESOLUTION OF THE CITY OF OKEECHOBEE, FLORIDA AUTHORIZING THI •BORROWING OF NOT EXCEEDING $1,650,000 TO REFINANCE ITS OUTSTANDING CAPITAI IMPROVEMENT REVENUE NOTE OF 1987 AND TO FINANCE CERTAIN ADDITIONAI TRANSPORTATION PROJECTS OF THE CITY; AUTHORIZING AND RATIFYING EXECUTION AND DELIVERY OF A BANK COMMITMENT LETTER; AUTHORIZING THE EXECUTION ANI; DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING THE ISSUANCE OF A NOT EXCEEDING $1,650,000 GAS TAX REVENUE NOTE, SERIES 1993 TC EVIDENCE THE OBLIGATION OF THE CITY TO REPAY SUCH LOAN; AUTHORIZING CERTAIN COVENANTS OF THE GOVERNMENTAL UNIT TO SECURE THE REPAYMENT OF THE LOAN AND THE NOTE; FIXING THE TERM AND REPAYMENT PROVISIONS THEREOF; DESIGNATING THE NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION; AUTHORIZING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OKEECHOBEE, FLORIDA, AS FOLLOWS: Section 1. DEFINITIONS. Terms defined in Sections 2 and 3 hereof shall have the meanings set forth therein. All capitalized terms used herein which are defined in the Loan Agreement shall have the meanings assigned thereto in the Loan Agreement, unless the context hereof affirmatively requires otherwise. Section 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Florida Statutes, as amended, Sections 336.025, 206.605, 206.41, 206.47, 336.024, 206.625, and 212.67, Florida Statutes, as amended, and other applicable provisions of law (the "Act"). Section 3. FINDINGS. It is hereby found, determined and declared by the City Council as follows: (A) The City Council (the "Council') of the City of Okeechobee, Florida (the "City") is duly authorized pursuant to the Constitution and laws of the State of Florida, particularly the Act, to finance or refinance qualified capital projects. (B) Proposals were obtained by the City from various financial institutions and the best proposal was received from the First Union National Bank of Florida, West Palm Beach, Florida (the "Bank") for the refinancing of the City's outstanding Capital Improvement Revenue Note issued on December 17, 1987 in the original principal amount of $1,300,000 (the "1987 Note") and for the financing of certain additional qualified capital projects as more particularly described in the records of the City (collectively called the "Project"). (C) The Bank has evidenced its approval of the loan of not exceeding $1,650,000 to refinance the 1987 Note and to acquire and construct the Project (the "Loan") and has established the terms and conditions for the Loan in the Bank's commitment letter dated November 8, 1993, as amended and supplemented (the "Commitment Letter"). (D) To evidence its obligation to repay the Loan, the City will execute and deliver a Loan Agreement (the "Loan Agreement") and a Gas Tax Revenue Note, Series 1993 (the "City Note") and the City wishes to authorize and ratify execution of the Commitment Letter, to identify the Project to be financed with the Loan and to provide for the terms and security for the repayment of such funds to the Bank. (E) To provide its obligation to repay the City Note and the Loan, the City wishes to provide for the issuance of the City Note and to pledge as security for the City Note a lien on and pledge (which is in effect until August 31, 2008) of the City's proceeds from the Local Option Gas Tax (Section 336.025, Florida Statutes), the Municipal Tax on Motor Fuels (Section 206.605, Florida Statutes), the Constitutional Gas Tax (Sections 206.41, 206.47 and 336.024, Florida Statutes) the Motor Fuel Rebate (Sections 206.625 and 212.67, Florida Statutes), all as more fully described in the Loan Agreement • (collectively, the "Pledged Revenues") and the principal of and interest on the Loan and the City Note and all other payments provided for thereunder shall be payable solely from Pledged Revenues. (F) The City wishes to approve the form of Loan Agreement, to approve the form of City Note and to authorize the officers and employees of the City to take all action necessary to obtain the proceeds 6 the Loan and complete the refinancing of the 1987 Note and the financing of the Project in the manner contemplated by the Loan Agreement. • (G) Each element of the projects identified in the 1987 Note and in the Loan Agreement constitute qualified projects within the meaning of the Act and the financing and refinancing of the acquisition and construction of such project is necessary and desirable, is in the public interest and will serve a proper public purpose. (H) The refinancing of the 1987 Note and the financing of the costs of the Project from funds borrowed under a negotiated sale of the City Note to the Bank is in the best interest of the public and will enable the City to obtain a lower interest rate than the 1987 Note and to complete or acquire the Projects in a timely manner to meet the current public need. (I) The Loan and the City Note shall not constitute a general obligation, or a pledge of the faith, credit or taxing power of the City, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions and neither the State of Florida, nor any political subdivision thereof, nor the City shall be obligated to pay the principal of the Loan and the City Note, the interest thereon, or other costs incidental thereto except from Pledged Revenues in the manner provided in the Loan Agreement, and the Loan and the City Note shall not constitute a pledge of or a lien upon the Project, or any part thereof, or on any other property of the City. (J) The estimated receipts of the Pledged Revenues, are expected to be sufficient to timely pay the principal and interest and all other amounts payable with respect to the Loan and the City Note. Section 4. REFINANCING 1987 NOTE AND FINANCING PROJECT AUTHORIZED. The cost of refinancing the outstanding 1987 Note and the cost of financing the Project in the manner provided in the Loan Agreement is hereby authorized and approved, in the aggregate amount of not exceeding $1,650,000. Section 5. AUTHORIZATION AND RATIFICATION OF EXECUTION AND DELIVERY OF BANK COMMITMENT LETTER. The Commitment Letter, in substantially the form attached hereto as Exhibit "A', with such changes, alterations and corrections as may be approved by the Mayor of the City Council, such approval to be presumed by his execution thereof, is hereby approved and ratified by the City, and the City hereby authorizes, directs and ratifies such execution of the Commitment Letter and delivery of the Commitment Letter to the Bank. The provisions of the Commitment Letter, when executed and delivered by the City as authorized herein, shall be deemed a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Section 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the form attached hereto as Exhibit "B", including the City Note attached thereto, with such changes, alterations and corrections as may be required by the Commitment Letter and as may be approved by the Mayor of the City Council, such approval to be presumed by his execution thereof, is hereby approved by the City Council, and the City hereby authorizes and directs said Mayor to execute, and the City Clerk of the City Council to attest under the seal of the City, the Loan Agreement and the City Note and to deliver to the Bank the City Note and the Loan Agreement, all of the provisions of which, when executed and delivered by the Bank duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Section 7. ISSUANCE OF CITY NOTE; SECURITY. The Loan shall be evidenced by the City Note, issued in the amount of not exceeding $1,650,000. The Mayor and the City Clerk to the City Council are hereby authorized to issue and deliver the City Note, as herein provided, against receipt of the proceeds of the Loan. The City Note shall have such terms and provisions, shall bear interest at such rates, adjusted in such manner and payable at such times, and shall mature in such amounts on such dates, all as are set forth in the Commitment Letter and the Loan Agreement. The City Note shall be registered • in the name of the Bank, and its successors and assigns, by the City Clerk acting as Registrar. Upon issuance, the City Note shall be payable solely from Pledged Revenues, in the manner set forth in the Loan Agreement and the City Note. Section 8. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Loan Agreement or City Note shall be deemed to be a covenant, stipulation, 2 obligation or agreement of any member, agent or employee of the City or the Council in his individual capacity, and neither the members of the City nor any official executing the Loan Agreement or City Note shall be liable personally thereon or be subject to any personal liability or accountability by reason of the • issuance thereof. Section 9. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement otherwise expressly provided, nothing in this instrument or in the Loan Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the City, the Bank, the holders from time to time of the City Note, and their respective successors and assigns, any right, remedy or claim, legal or equitable, under and by reason of this instrument or any provision thereof or of the Loan Agreement this instrument and the Loan Agreement intended to be and being for the sole and exclusive benefit of the City, the Bank, the holders from time to time of the City Note, and their respective successors and assigns. Section 10. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this instrument, to the execution of the Commitment Letter, to the execution of the Loan Agreement and the City Note required by the Constitution or laws of the State of Florida, including the Act, to happen, exist, and be performed precedent to and in the passage hereof, and precedent to the execution and delivery of the Loan Agreement and the City Note, have happened, exist and have been performed as so required. Section 11. GENERAL AUTHORITY. The members of the Council and the City's officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this instrument, the Loan Agreement or the City Note, or desirable or consistent with the requirements hereof, the Loan Agreement or City Note, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Loan Agreement, the City Note, and this instrument. Section 12. THIS INSTRUMENT CONSTITUTES A CONTRACT. The City covenants and agrees that this instrument shall constitute a contract between the City and the holders from time to time of the City Note and that all covenants and agreements set forth herein and in the Loan Agreement and the City Note to be performed by the City shall be for the equal and ratable benefit and security of all holders from time to time of the City Note. Section 13. NEGOTIATED SALE NECESSARY; AWARD OF CITY NOTE. It is hereby found, ascertained, determined and declared by the City that a negotiated borrowing from the Bank is in the best interest of the City and is found to be necessary on the basis of the following reasons as to which specific findings are hereby made: (1) A competitive sale of the City Note would in all probability not produce better terms than a negotiated sale particularly in view of the size and timing of such an offering and the current instability of the market for similar instruments. (2) The complex nature of the security for payment of the City Note requires a lengthy review of the credit of the City which would be financially impractical for bidders to undertake in a competitive sale context. (3) A negotiated borrowing assures the necessary flexibility to change the maturities, prepayment features and interest rates in order to obtain the most favorable terms in the market. The negotiated sale of the total principal amount of the City Note stated in the Commitment Letter is hereby authorized pursuant to Section 218.385, Florida Statutes. The offer in the form of the Commitment Letter made a part hereof, relating to the purchase of the City Note is hereby accepted and such principal amount of the City Note is hereby awarded and sold to the Bank, against receipt of the proceeds of the Loan, at the purchase price of par and upon the terms and conditions set forth in the Commitment Letter. Upon closing of the Loan the City will obtain the information required by Section 218.385, Florida Statutes, in connection with the negotiated sale of the City Note and a copy of the Truth -In -Bonding Statement. Section 14. QUALIFIED TAX-EXEMPT OBLIGATIONS. The City hereby represents and finds it reasonably anticipates no more than $10,000,000 of tax-exempt obligations (other than certain private activity bonds described in the Code) will be issued by the City and its subordinate governmental entities in calendar year 1993. The City hereby directs its Mayor to recertify these representations upon issuance of the City Note, and the City Note is hereby designated as a "qualified tax-exempt obligation" under • Section 265(b)(3) of the Code. Section 15. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Mayor and City Clerk to the City Council, the City's Attorney and bond counsel, are designated agents of the City in connection with the issuance and delivery of the City Note and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or 3 contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of the City Note and which are not inconsistent with the terms and provisions of this resolution and other actions relating to the Commitment Letter, the Loan Agreement and the City Note heretofore • taken by the City. Section 16. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions 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 separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Commitment Letter, the Loan Agreement or the City Note. Section 17. REPEALING CLAUSE. All resolutions or parts thereof of the City in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 18. EFFECTIVE DATE. This instrument shall take effect immediately upon its adoption. Date Adopted: December 16, 1993 ATTEST: Bonnie S. Thomas, CMC, City Clerk n LJ CITY OF OKEECHOBEE, FLORIDA JXpr6s E. Kirk, 4