Fort Walton Beach Resolution — 2013-18--Finance Rec Center — reading text

RESOLUTION 2013 - 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA (THE " CITY ") AUTHORIZING THE ISSUANCE BY THE CITY OF A NOT EXCEEDING $8, 500, 000 CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013A, TO PROVIDE FUNDS TO FINANCE IMPROVEMENTS TO THE CITY' S RECREATION COMPLEXES, AN AERIAL TRUCK AND A FAIRWAY SWEEPERIVACUUM AND PAY ALL OR A PORTION OF THE COSTS ASSOCIATED WITH THE ISSUANCE OF SUCH NOTE; ACCEPTING THE PROPOSAL OF STI INSTITUTIONAL & GOVERNMENT, INC. (THE " LENDER ") TO PURCHASE SUCH NOTE PURSUANT TO A NEGOTIATED PRIVATE PLACEMENT; AUTHORIZING THE EXECUTION AND DELIVERY AND THE SUBSTANTIAL FORM OF A LOAN AGREEMENT BETWEEN THE CITY AND THE LENDER; PLEDGING THE HALF -CENT SALES TAX REVENUES RECEIVED BY THE CITY PURSUANT TO PART VI, CHAPTER 218, FLORIDA STATUTES TO PAY THE NOTE; RATIFYING CERTAIN ACTIONS TAKEN PRIOR TO THE DATE HEREOF WITH RESPECT TO THE REQUEST FOR PROPOSALS FROM PROSPECTIVE LENDERS 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 for this Resolution. This resolution is enacted pursuant to the provisions of Chapter 166, Florida Statutes, the City Charter and other applicable provisions of law. Section 2. Findings. It is hereby ascertained, determined and declared that: A. On May 8, 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 finance the construction of improvements to the City' s recreational complexes including, but not limited to, the proposed consolidation of four (4) buildings and the construction of one ( 1) multi -purpose building. The complex will also include a ten ( 10) field sports complex and a one ( 1) mile exercise trail. In addition, the City will finance an aerial bucket truck and a fairway sweeper /vacuum ( collectively, the " Project ") and pay all or a portion of the costs associated with such Loan. B. On June 7, 2013, certain interested parties submitted their proposals to the City. On June 12, 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 accepted the proposal of STI Institutional & Government, Inc. ( the Lender ") in the form attached hereto as Exhibit A (the " Proposal").  RESOLUTION 2013 - 18 C. It is necessary and desirable and in the City's best interest to provide for the execution and delivery of a Loan Agreement ( the " Loan Agreement ") and the issuance of its Capital Improvement Revenue Note, Series 2013A (the " Note ") of the City to implement the Loan. Amounts due under the Loan Agreement and the Note shall be payable from and secured by the Half -Cent Sales Tax revenues received by the City pursuant to Part VI, Chapter 218, Florida Statutes, such monies being sufficient to pay the principal and interest on the Note in accordance with the terms of the Loan Agreement. D. In accordance with the provisions of Part III, Chapter 218, Florida Statutes, a negotiated sale and private placement of the Note to the Lender 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 Note is hereby designated as a " qualified tax -exempt obligation" for purposes of Section 265( b)( 3) of the Internal Revenue Code of 1986, as amended ( the Code "). It is not reasonably anticipated that more than $ 10, 000, 000 of tax exempt obligations ( as defined in Section 265( b)( 3) of the Code) will be issued by the City, or an entity issuing on behalf of the City whose obligations would be taken into consideration for the purposes of said Section 265( b)( 3) of the Code, during calendar year 2013. Section 3. Ratification of Prior Actions On June 12, 2013, the City accepted the Proposal of the Lender to provide the City with a not -to- exceed $ 8, 500, 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. Authorization and Award of Note. The issuance by the City of a not -to- exceed $ 8, 500, 000 aggregate principal amount Capital Improvement Revenue Note, Series 2013A 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 shall be provided in the Loan Agreement;. and secured by a pledge of and lien upon the Half -Cent Sales Tax revenues received by the City pursuant to Part VI, Chapter 218, Florida Statutes, is hereby authorized and approved. Section 5. Approval of Loan Agreement and Note. The Loan Agreement, in the substantial form attached hereto as Exhibit B, and the Note, in the substantial 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,  RESOLUTION 2013 - 18 including, without limitation, a modification of the principal amount thereof ( not -to- exceed 8, 500, 000), 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 Project; 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 connection with the financing of the Project 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. A&-- - Mike Anderson, Mayor Atte Approved for form, le syffrciey 7 // Helen Spencer, City Clerk flayw ykes, Jr. i y Atto y  CITY OF FORT WALTON BEACH, FLORIDA 8, 500, 000 CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013A List of Closing Documents June 28, 2013 I. BASIC DOCUMENTS 1. 1 Certified copy of Resolution No. 2013 -18, adopted on June 25, 2013, approving the Loan Agreement with STI Institutional & Government, Inc. and authorizing the issuance of the Series 2013A Note ( without exhibits that appear elsewhere in this list). 1. 2 Loan Agreement dated June 28, 2013, between the City and STI Institutional & Government, 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 2013A Note. 2. 4 General Closing Certificate. 2. 5 Certificate as to Specimen Note. 2. 6 Certificate of Delivery and Payment. 2. 7 Advance Notice of Sale to the Division of Bond Finance. 2. 8 Division of Bond Finance Information Form. 2. 9 Information Return to Internal Revenue Service. 2. 10 Final Numbers and Closing Memorandum. III. STI INSTITUTIONAL & GOVERNMENT, INC. 3. 1 Cross -Receipt. 3. 2 Proposal of STI Institutional & Government, 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 STI INSTITUTIONAL & GOVERNMENT, INC. Dated June 28, 2013  TABLE OF CONTENTS Page SECTION1. DEFINITIONS .......................................................... .............. ....... 1 SECTION 2. 3 INTERPRETATION .................................................. .............................. SECTION3. 4 THE LOAN ................................................................ .............................. SECTION 4. 4 DESCRIPTION OF NOTE; PREPAYMENT ........... .............................. SECTION 5. EXECUTION OF NOTE ... ............... .............................. 5 SECTION 6. 6 REGISTRATION AND TRANSFER OF NOTE ...... .............................. SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST ..................7 SECTION 8. 7 FORM OF NOTE