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HomeMy WebLinkAboutR-13-42RESOLUTION NO. R -13 -42 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 STORMWATER UTILITY REVENUE BONDS, SERIES 2003; AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $3,200,000 IN ORDER TO EFFECT SUCH REFUNDING; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM PROCEEDS OF THE STORMWATER FEE 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, Sections 403.0891 and 403.0893, Florida Statutes, City Ordinance No. 0- 01 -16, codified as Chapter 102, Article V of the City of Sebastian Code of Ordinances, Resolution No. R- 12-18 adopted by the Council on August 22, 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. "Loan" shall mean the Loan from the Bank to the City in the aggregate principal amount of not exceeding $3,200,000 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 all of the outstanding City of Sebastian, Florida Stormwater Utility Revenue Bonds, Series 2003. "Prior Resolution" shall mean Resolution No. R -03 -48 adopted by the Council on October 22, 2003, as supplemented by Resolution No. R -03 -49 adopted by the Council on October 22, 2003. "Proposal" shall have the meaning ascribed thereto in Section 4(E) hereof. 2 "Series 2013 Note" shall mean the City of Sebastian, Florida Stormwater Utility Refunding Revenue Note, Series 2013, as such Series 2013 Note is more particularly described in the Loan Agreement. "Stormwater Fee Revenues" shall mean the gross proceeds of the stormwater fee imposed by the City pursuant to Ordinance 0 -01 -16 adopted by the Council on September 26, 2001, as amended and supplemented from time to time, particularly by Resolution No. R -12 -18 adopted by the Council on August 22, 2012. 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 reconstruction of various capital improvements relating to the City's stormwater utility system. (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 advance refunding the Prior Indebtedness 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 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 Stormwater Fee Revenues. 3 (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 Stormwater Fee 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 advance refunding of the Prior Indebtedness 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 $3,200,000. 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 $3,200,000. 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 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 0 determined in accordance with the provisions of the Proposal. Interest shall be payable on each May 1 and November 1, commencing May 1, 2014. The final maturity of the Series 2013 Note shall be May 1, 2022. Payments of principal shall be made annually on each May 1, commencing on May 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. 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 Stormwater Fee Revenues 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 Stormwater Fee Revenues. 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, 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. 5 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 cllmor . 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] 2 [SIGNATURE PAGE TO RESOLUTION] The Mayor thereupon declared this Resolution duly passed and adopted this 11th day of December, 2013. ATTEST: CITY OF SEBASTIAN, FLORIDA �� ��', � Lam✓' Sally A. Ma' , MMC, City Clerk Bob McPartlan, Mayor Approved as to form and legality for reliance by the City of Sebastian only: Robert A. Ginsburg, City Attorney 7 EXHIBIT A Hancock Bank Proposal EXHIBIT B Form of Loan Agreement 1-0.144M. WO Form of Escrow Deposit Agreement