Fort Walton Beach Resolution — 2013-12--Capital Improvement Revenue — reading text

RESOLUTION 2013 - 12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA AUTHORIZING THE ISSUANCE BY THE CITY OF A NOT EXCEEDING $4, 700,000 CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2013, TO PROVIDE FUNDS, TOGETHER WITH OTHER FUNDS OF THE CITY, TO REFINANCE THE CITY OF FORT WALTON BEACH, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2001; ACCEPTING THE PROPOSAL OF PINNACLE PUBLIC FINANCE, INC. TO PURCHASE SUCH NOTE PURSUANT TO A NEGOTIATED LOAN AND PRIVATE PLACEMENT; AUTHORIZING THE EXECUTION AND DELIVERY AND THE SUBSTANTIAL FORM OF A LOAN AGREEMENT COVENANTING TO BETWEEN THE CITY AND PINNACLE PUBLIC FINANCE, INC.; BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM FUNDS TO PAY THE NOTE; RATIFYING CERTAIN ACTIONS TAKEN PRIOR TO THE DATE HEREOF WITH RESPECT TO THE REQUEST FOR PROPOSALS FROM PROSPECTIVE PURCHASERS OF THE NOTE; DELEGATING CERTAIN AUTHORITY TO THE MAYOR, MAYOR PRO -TEM, CITY MANAGER, CITY CLERK, OTHER OFFICERS OF THE CITY, CITY STAFF AND OTHER REPRESENTATIVES OF THE CITY IN CONNECTION WITH THE ISSUANCE OF THE NOTE; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. Section 1. Authority. This resolution is enacted pursuant to the provisions of Chapter 166 of the Florida Statutes, the City Charter and other applicable provisions of law. Section 2. Findings. It is hereby ascertained, determined and declared that: A. On March 7, 2013, the City of Fort Walton Beach, Florida ( the " City ") requested proposals ( the " Request for Proposals ") to provide the City with the necessary funds ( the " Loan ") to refinance the principal portion of the City's outstanding Capital Improvement Revenue Bonds, Series 2001 ( the " Refunded Bonds "). B. On April 1, 2013 certain interested parties submitted their proposals to the City. On April 3, 2013, upon the recommendation of the City's financial advisor, Public Financial Management, Inc., bond counsel, Nabors, Giblin & Nickerson, P. A., and City staff, the City the " Purchaser ") in the form attached accepted the proposal of Pinnacle Public Finance, Inc. ( hereto as Exhibit A (the " Proposal "). C. It is necessary and desirable and in the City's best interest to provide for the execution and the issuance of its Capital and delivery of a Loan Agreement ( the " Loan Agreement ") Note ") of the City to implement the Improvement Refunding Revenue Note, Series 2013 ( the " Loan. Amounts due under the Loan Agreement and the Note shall be payable from non -ad valorem revenues of the City budgeted and appropriated from legally available non -ad valorem funds each year, such monies being sufficient to pay the principal and interest on the Note in accordance with the terms of the Loan Agreement.  RESOLUTION 2013 - 12 Florida Statutes, a D. In accordance with the provisions of Part III, Chapter 218, negotiated sale and private placement of the Note to the Purchaser in accordance with the terms of the Proposal is in the best interest of the City because of the flexibility available in a private placement in structuring the Note and its terms in a volatile market for tax exempt obligations. E. The Refunded Bonds were issued as " qualified tax -exempt obligations for purposes of Section 265( b)( 3) of the Internal Revenue Code of 1986, as amended ( the " Code ") and the Note is designated as a " qualified tax exempt obligation" by virtue of Section 265( b)( 3)( D)( ii) of the Code. Section 3. Ratification of Prior Actions. On April 3, 2013, the City accepted the Proposal of the Purchaser to provide the City with a not to exceed $ 4,700,000 term loan in the form attached hereto as Exhibit A. All actions taken by the City's staff, the City's financial advisor and the City's bond counsel with respect to the Request for Proposals and the Proposal prior to the date thereof and the date hereof in connection with the Request for Proposals and the Loan are hereby ratified and approved. Section 4. Authorizing and Award of Note. The issuance by the City of a not to exceed $ 4, 700, 000 aggregate principal amount Capital Improvement Refunding Revenue Note, Series 2013 to secure the repayment of the Loan in accordance with the terms of the Loan Agreement, to bear interest at a rate or rates determined in accordance with the provisions of the Proposal and not exceeding the maximum legal rate per annum, to be payable, to mature, to be subject to redemption and to have such other characteristics as are provided in the Loan Agreement; and secured by a covenant of the City to budget and appropriate from legally available non -ad valorem funds each year monies sufficient to pay the principal and interest on such Note as set forth in the Loan Agreement, is hereby authorized and approved. Section 5. Approval of Loan Agreement and Note. The Loan Agreement, in the form attached hereto as Exhibit B, and the Note, in the form attached to the Loan Agreement, are each hereby approved in substantial form, with such modifications as may be approved by the Mayor, or in his absence or unavailability, the Mayor Pro -Tem, in order to comply with the provisions of the Proposal, including, without limitation, a 4, 700, 000 or ( ii) the modification of the principal amount thereof (not to exceed the lesser of (i) $ amount equal to the outstanding principal amount of the Refunded Bonds), such approval to be conclusively determined by his execution thereof and the execution and delivery thereof by the Mayor or Mayor Pro -Tem and the City Clerk, ( or any designated Deputy City Clerk) who are all hereby authorized to execute and deliver such instruments and to take such other actions as shall be necessary to implement the Loan upon the advice of the City's financial advisor, the office of the City Attorney and the City's bond counsel. Section 6. Authorization of Refunding; General Authorization. The Mayor, or in his absence or unavailability, the Mayor Pro -Tem, City Manager, City Attorney, City Clerk ( or any designated Deputy City Clerk), City staff, the City's financial advisor and the City's bond counsel, are each hereby authorized to take all action necessary in  RESOLUTION 2013 - 12 connection with the refunding of the Refunded Bonds and the execution and delivery of the Loan Agreement, the Note and the other documents, certificates and opinions related thereto. Such parties are additionally hereby authorized to take any other action necessary or required in connection with the issuance of the Note. Section 7. Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 8. Severability. In the event that any portion or section of this Resolution is determined to be invalid, illegal or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Resolution shall remain in full force and effect. Section 9. Effective Date. This Resolution shall take effect immediately upon approval by the City Council. Mike Anderson, ayor Atte t: Approved for form, le gelen Spencer, Cit Clerk ffayqlcfbykes, J  CITY OF FORT WALTON BEACH, FLORIDA 4, 470, 610 CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2013 List of Closing Documents May 6, 2013 I. BASIC DOCUMENTS 1. 1 Certified copy of Resolution No. 2013 -12, adopted on April 23, 2013, approving the Loan Agreement with Pinnacle Public Finance, Inc. and authorizing the issuance of the Series 2013 Note ( without exhibits that appear elsewhere in this list). 1. 2 Loan Agreement dated May 6, 2013, between the City and Pinnacle Public Finance, Inc. II. CITY OF FORT WALTON BEACH, FLORIDA 2. 1 Incumbency Certificate. 2. 2 Signature Certificate. 2. 3 Certificate as to Arbitrage and Certain Other Tax Matters relating to the Series 2013 Note. 2. 4 General Closing Certificate. 2. 5 Certificate as to Specimen Note. 16 Certificate of Delivery and Payment. 2. 7 Anti -Dilution Certificate 2. 8 Advance Notice of Sale to the Division of Bond Finance. 2. 9 Division of Bond Finance Information Form.  2. 10 Information Return to Internal Revenue Service. 2. 11 Final Numbers and Closing Memorandum. III. PINNACLE PUBLIC FINANCE, INC. 3. 1 Cross -Receipt. 3. 2 Proposal of Pinnacle Public Finance, Inc. 3. 3 Disclosure Letter and Truth -in- Bonding Statement_ IV. LEGAL OPINIONS 4. 1 Approving Opinion of Nabors, Giblin & Nickerson, P. A., Bond Counsel. 4. 2 Reliance Letter of Nabors, Giblin & Nickerson, P. A., Bond Counsel. 4. 3 Opinion of Hayward Dykes, Esq., City Attorney.  LOAN AGREEMENT Between CITY OF FORT WALTON BEACH, FLORIDA and PINNACLE PUBLIC FINANCE, INC. Dated May 6, 2013  TABLE OF CONTENTS Page SECTION1. 1 DEFINITIONS ................................ ................ ................... ... ... .... ............ SECTION 2. 4 INTERPRETATION ...................................... ......................................... SECTION3. 4 THE LOAN ................................................................ .............................. SECTION 4. 4 DESCRIPTION OF NOTE ........................................ .............................. SECTION 5. 5 EXECUTION OF NOTE ........................................... .............................. SECTION 6. 6 REGISTRATION AND TRANSFER OF NOTE .................................... SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST ..................7 SECTION 8. 7