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HomeMy WebLinkAboutR-13-41RESOLUTION NO. R -13 -41 A RESOLUTION OF THE CITY OF SEBASTIAN, FLORIDA ACCEPTING A PROPOSAL OF HANCOCK BANK AND APPROVING THE FORM OF A LOAN AGREEMENT WITH HANCOCK BANK; AUTHORIZING THE REFUNDING OF THE CITY OF SEBASTIAN, FLORIDA INFRASTRUCTURE SALES SURTAX REVENUE BONDS, SERIES 2003 AND 2003A; AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $3,100,000 IN ORDER TO EFFECT SUCH REFUNDING; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM PROCEEDS OF THE INFRASTRUCTURE SALES SURTAX REVENUES; DESIGNATING SUCH NOTE AS A QUALIFIED TAX - EXEMPT OBLIGATION WITHIN THE MEANING OF SECTION 265(B)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; DELEGATING CERTAIN AUTHORITY TO THE CITY MANAGER AND THE CITY CLERK; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTMENT OF AN ESCROW AGENT THERETO; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF SEBASTIAN, AS FOLLOWS: Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Florida Constitution, Chapter 166, Florida Statutes, the Charter of the City of Sebastian, Florida and other applicable provisions of law. Section 2. Definitions. When used in this Resolution, terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement (as defined herein), unless the context clearly indicates a different meaning. "Act" shall mean the Florida Constitution, Chapter 166, Florida Statutes, Section 212.055(2) Florida Statutes, the City Charter of the City, Ordinance 89 -6 adopted by the Board of County Commissioners of Indian River County, Florida on February 6, 1989, as amended and supplemented from time to time, particularly by Ordinance No. 2002 -021 adopted by the Board of County Commissioners of Indian River County, Florida on July 2, 2012, and other applicable provisions of law. "Bank" shall mean Hancock Bank, and its successors and assigns. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida. "City" shall mean the City of Sebastian, Florida, a municipal corporation duly organized and validly existing under the laws of the State of Florida. "City Manager" shall mean the acting City Manager of the City or, in his absence or unavailability, his duly authorized designee. "Clerk" shall mean the City Clerk of the City, or her or his duly authorized designee. "Council" shall mean the City Council of the City of Sebastian, Florida. "Director of Finance" shall mean the Director of Finance of the City and, in his absence or unavailability, his duly authorized designee. "Escrow Agreement" shall mean the Escrow Deposit Agreement to be executed between The Bank of New York Mellon Trust Company, N.A. and the City, which shall be substantially in the form attached hereto as Exhibit C. "Financial Advisor" shall mean FirstSouthwest, Orlando, Florida. "Infrastructure Sales Surtax Revenues" shall mean the proceeds of the infrastructure sales surtax received by the City in accordance with the Act. "Loan" shall mean the Loan from the Bank to the City in the aggregate principal amount of not exceeding $3,100,000 made in accordance with the provisions of the Loan Agreement. "Loan Agreement" shall mean the Loan Agreement to be executed between the Bank and the City, which shall be substantially in the form attached hereto as Exhibit B. "Mayor" shall mean the Mayor of the City and, in his absence or unavailability, the Vice Mayor of the City or any other member of the Council who is qualified to act on his behalf. "Prior Indebtedness" shall mean, collectively, all of the outstanding Series 2003 Bonds and Series 2013A Bonds. "Prior Resolution" shall mean Resolution No. R -03 -08 adopted by the Council on March 26, 2003, as amended and supplemented from time to time. 2 "Proposal" shall have the meaning ascribed thereto in Section 4(E) hereof. "Series 2003 Bonds" shall mean the City of Sebastian, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003. "Series 2003A Bonds" shall mean the City of Sebastian, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003A. "Series 2013 Note" shall mean the City of Sebastian, Florida Infrastructure Sales Surtax Refunding Revenue Note, Series 2013, as such Series 2013 Note is more particularly described in the Loan Agreement. The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. Section 3. Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Series 2013 Note by the Bank, the provisions of this Resolution shall be a part of the contract of the City with the Bank, and shall be deemed to be and shall constitute a contract between the City and the Bank. The pledge made in this Resolution by the City and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the benefit, protection and security of the Bank. Section 4. Findings. It is hereby ascertained, determined and declared that: (A) Pursuant to Prior Resolution, the City issued the Prior Indebtedness for the principal purpose of financing costs of the acquisition, construction and equipping of various capital improvements within the City. (B) The Prior Resolution provides for the defeasance of the Prior Indebtedness upon meeting certain requirements set forth in the Prior Resolution. (C) The City deems it to be in its best interest to issue its Series 2013 Note for the principal purpose of currently refunding the Series 2003 Bonds and advance refunding the Series 2003A Bonds in order to achieve debt service savings. (D) In connection with the refunding of the Prior Indebtedness, the City shall, as provided herein, deposit part of the proceeds derived from the sale of the Series 2013 Note in a special escrow deposit trust fund (the "Escrow Fund "), which deposited proceeds, together with other legally available moneys of the City, shall be sufficient to pay the Prior Indebtedness as the same matures or is redeemed prior to maturity, all as provided herein and in the Escrow Agreement. Subsequent to the defeasance of the Prior Indebtedness, the Prior Indebtedness shall no longer be payable from or be secured by 3 any portion of the Pledged Funds (as defined in the Prior Resolution), and upon such defeasance the Series 2013 Note shall be the only outstanding indebtedness secured by the Infrastructure Sales Surtax Revenues. (E) In response to a request for loan proposals distributed on behalf of the City by its Financial Advisor to qualified financial institutions, the Bank submitted a proposal (the "Proposal ") to the City for the purchase of the Series 2013 Note which, upon the advice of the Financial Advisor, constituted the most beneficial proposal to the City. (F) Due to the potential volatility of the market for tax- exempt obligations such as the Series 2013 Note and the complexity of the transactions relating to such Series 2013 Note, it is in the best interest of the City to sell the Series 2013 Note by a negotiated sale to the Bank pursuant to the Proposal and the provisions hereof and of the Loan Agreement, rather than at a specified advertised date, thereby permitting the City to obtain the best possible price, terms and interest rate for the Series 2013 Note. (G) The Series 2013 Note shall be payable solely from and secured by a lien upon and pledge of the Infrastructure Sales Surtax Revenues, in the manner and to the extent provided in the Loan Agreement. (H) It is not reasonably anticipated that more than $10,000,000 of tax- exempt obligations as defined under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, will be issued by the City during calendar year 2013. Section 5. Authorization of Refunding of Prior Indebtedness. The current refunding of the Series 2003 Bonds and the advance refunding of the Series 2003A Bonds is hereby authorized and approved. Section 6. Acceptance of Bank's Proposal. The City hereby accepts the Proposal to provide the City with a term loan not to exceed $3,100,000. The Proposal attached hereto as Exhibit A is hereby approved and accepted. All actions taken by the City Manager, the Director of Finance and the Financial Advisor with respect to such Proposal prior to the date hereof are hereby authorized and ratified. Section 7. Approval of Loan Agreement and Series 2013 Note. The City hereby approves the Loan from the Bank in the principal amount of not exceeding $3,100,000. The City Manager shall determine the specific amount of the Loan upon the advice of the Financial Advisor and approval of the Bank. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit B are hereby approved, with such changes, insertions and additions as the City Manager may approve. The City hereby authorizes the City Manager to execute and deliver, and the Clerk to attest and affix the City seal to, the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the City Manager may approve, his execution thereof being evidence of such approval. In order to evidence the 11 Loan under the Loan Agreement, it is necessary to provide for the execution of the Series 2013 Note. The City Manager and the Clerk are authorized to execute and deliver the Series 2013 Note substantially in the form attached to the Loan Agreement as Exhibit A with such changes, insertion and additions as they may approve, their execution thereof being evidence of such approval. The interest rate for the Series 2013 Note shall be determined in accordance with the provisions of the Proposal. Principal and interest shall be payable on each April 1 and October 1, commencing April 1, 2014 in amounts as determined by the City Manager, upon the advice of the Financial Advisor and approval of the Bank, and set forth in the Loan Agreement and the Series 2013 Note. The final maturity of the Series 2013 Note shall be April 1, 2017. Section 8. Authorization to Execute Escrow Deposit Agreement and Appointment of Escrow Agent. The City hereby authorizes and directs the City Manager to execute and the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement ") and to deliver the Escrow Deposit Agreement (the "Escrow Agreement ") to The Bank of New York Mellon Trust Company, N.A., which is hereby appointed as Escrow Agent. The Escrow Deposit Agreement shall be in substantially the form of the Escrow Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by said City Manager. Execution by the City Manager of the Escrow Agreement shall be deemed to be conclusive evidence of approval of such changes. Section 9. Designation of the Series 2013 Note as a Qualified Tax - Exempt Obligation. The City hereby designates the Series 2013 Note as a "qualified tax- exempt obligation" under Section 265(b)(3) of the Code. This designation is based upon the findings of the City set forth in Section 4(H) hereof and the City Manager is authorized to certify such finding upon the issuance of the Series 2013 Note. Section 10. Limited Obligation. The Series 2013 Note shall not be or constitute a general obligation or indebtedness of the City as "bonds" within the meaning of any constitutional or statutory provision, but shall be a limited and special obligation payable from the Infrastructure Sales Surtax as described in the Loan Agreement solely in the manner and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the City and such obligation shall not create a lien on any property whatsoever of or in the City other than the Infrastructure Sales Surtax. Section 11. General Authorization. The City Manager, the Mayor, the Director of Finance and the Clerk are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, and the City Attorney, Bond Counsel, the Financial Advisor and other employees or agents of the City are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, 5 covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. Section 12. Repeal of Inconsistent Documents. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. Section 13. Effective Date. This Resolution shall take effect immediately upon its adoption. A motion to adopt the foregoing Resolution was made by Council Member Adams . The motion was seconded by Council Member McPartlan and, upon being put to a vote, the vote was as follows: Mayor Bob McPartlan aye Council Member Richard H. Gillmor aye Vice Mayor Jim Hill aye Council Member Andrea B. Coy absent Council Member Jerome Adams aye [SIGNATURE PAGE TO FOLLOW] 0 [SIGNATURE PAGE TO RESOLUTION] The Mayor thereupon declared this Resolution duly passed and adopted this 11th day of December, 2013. , MMC, City Clerk CITY OF SEBASTIAN, FLORIDA �9 Bob McPartlan, Mayor Approved as to form and legality for reliance by the City of Sebastian only: Robert A. Ginsburg, C Attorney 7 EXHIBIT A Hancock Bank Proposal EXHIBIT B Form of Loan Agreement EXHIBIT C Form of Escrow Deposit Agreement VIA CERTIFIED MAIL June 1, 2017 City of Sebastian Attn: Ms. Jeanette Williams, City Clerk 1225 Main St. Sebastian, Florida 32958 Re: $2,893,000 Infrastructure Sales Surtax Refunding Revenue Note, Series 2013 Dear Ms. Williams, Enclosed, please find the cancelled Bond for the above -referenced issue. We have received your payment and as of April 1, 2017, the Bond is paid in full. Should you have any questions or need any additional information, please do not hesitate to contact me at (800) 522-6542 ext. 85708. Thank you and have a wonderful day. Sincerely, &)0liWQ&Fkj& Roxanne Reynolds Public Finance Officer Hancock Bank Enclosure Post Office Box 4019 1 Gulfport. MS 39502 1 1-800-522-6542 S2,893,000.00 UNITED STATES OF AMERICA STATE OF FLORID CITY OF SEBA `FA INFRASTRUCTURE SALES UNDING REVENUE NOTE, S S 2013 Interest Final Rate Date of Issuance Maturt Date 0.86% December 18, 2013 April 1, 2017 CITY OF SEBASTIAN, FLORIDA (the "City"), for value received, hereby promises to pay, from the Infrastructure Sales Surtax Revenues described in the within mentioned Agreement and the accounts established under Section 2.06 of such Agreement, to the order of HANCOCK BANK, or its successors or assigns (the "Bank"), the principal sum of TWO MILLION EIGHT HUNDRED NINETY-THREE THOUSAND AND 00/100 DOLLARS ($2,893,000.00) pursuant to that certain Loan Agreement by and between the Bank and the City datas of December 18, 2013 (the "Agreement"), and to pay interest on thcipal amount hereof from the Date of Issuance set forth above, or ost recent date to which interest has been paid, at the Interest Rate per annum i2entified above (subject to adjustment as provided in the Agreement) on April 1 and October 1 of each year, commencing on April 1, 2014, so long as any amount under this Note remains outstanding. Principal of this Note shall be payable on April 1 and October 1 of each year, commencing on April 1, 2014, through and including the Final Maturity Date identified above. The principal repayment schedule for this Note is set forth on Appendix I attached hereto. The principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 166, Florida Statutes, Section 212.055(2) Florida Statutes, the Charter of the City, Ordinance 89-6 adopted by the Board of County Commissioners of Indian River County, Florida on February 6, 1989, as amended and supplemented from time to time, particularly by Ordinance No. 2002-021 adopted by the Board of County Commissioners of Indian River County, Florida on July 2, 2012, and other a pIprovisions of law (the "Act") and pursuant to Resolution No. R-13-41 e City on December 11, 2013 (the "Resolution"), as such ResolutiolA>e ended and supplemented from time to time, and is subject to all terms and concritions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. This Note is being issued to refund the Prior Indebtedness of the City. This Note is secured by and shall be payable from the Infrastructure Sales Surtax Revenues and the accounts established under Section 2.06 of the Agreement on a senior lien basis as described in the Agreement. This Note shall bear interest at the Intere�qt�if!t�eT d above on a 30/360 day count basis. Such Interest Rate is subject s provided in Section 3.03 of the Agreement. Any amount due hereundernot paid within fifteen (15) days of the applicable due date shall bear interest at the Default Rate (as defined in the Agreement), except as otherwise provided in the Agreement. Upon any other Event of Default, the Series 2013 Note shall bear interest at the Default Rate. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. All payments made by the City hereon shall apply first to accrued interest and then to the principal amount then due on this Note. The City may prepay this Note61319utaid without r premium, as a whole on any date, or in part on any principal paymg to the Bank the outstanding principal amount thereof, together interest accrued on the amount of principal to be prepaid to the date of such prepayment. Each prepayment of the Note shall be made on such Payment Date as shall be specified by the City in a written notice delivered to the Bank not less than ten (10) days prior thereto, all in accordance with the provisions of the Agreement. All of the prepayment provisions contained in Section 3.02 of the Agreement shall apply with respect to this Note. The City has designated this Note as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Note, when delivered by the City pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the City or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable from and secured solely by the Infrastructure Sales Surtax Revenues and the accounts established by the Agreement, as provided in the Agreement and the Resolution. The Bank hI er have the right to compel the exercise of the ad valorem taxing pop i or the State, or taxation in any form ' of any property therein to pay the �VQ {lie interest thereon. This Note shall be and have all the qualities and incidents of a negotiable instrument under the commercial laws and the Uniform Commercial Code of the State of Florida, subject to any provisions for registration and transfer contained in the Agreement. So long as any of this Note shall remain outstanding, the City shall maintain and keep books for the registration and transfer of this Note. 2 IN WITNESS WHEREOF, the City caused this Note to be signed by the manual signature of the City Manager, and the seal of the 11 De affixed hereto or imprinted or reproduced hereon, and attested by ttle���a��s�ture of the City Clerk, and this Note to be dated the Date of Issuance Sti�� ove. CITY OF SEBASTIAN, FLORIDA (SEAL) By: / Joseph F. Griffin, Interim City Manager Attest: By: G City Clerk NG�� v GP cc ``-- � Appendix I Principal Re��i� �k�tili for the CITY OF SEBASTIAN, FLORIDA INFRASTRUCTURE SALES SURTAX REFUNDING REVENUE NOTE, SERIES 2013 Date Principal 4/1/2014 $163,000 10/1/2014 505,000 4/1/2015 503,000 10/1/2015 508,000 4/1/2016 508,000 10/1/2016 353;00 /1/2017 0 CP