Fort Walton Beach Council agenda — 04-23-13--regular — reading text

Refunding Revenue Note, Series 2013, yielding 57, 031, 302.51 in net present value savings, and to authorize the Mayor to execute all loan documents. ATTACHMENTS: Resolution( PDF) Resolution 2013 - 12 Exhibit A - Pinnacle Proposal ( PDF) Resolution 2013 -12 Exhibit B - Loan Agreement ( PDF) Page 1 DoCO 2314 P,ackgt P9. 100  11 .2 RESOLUTION 2013 - 12 PUP) Series 2013 Capital Improvement Revenue Note will' 8038 ( RFI 13 - 014 Bid Tabulation PDF) SIGNATURE BLOCK: Completed 04/ 16/ 2013 8: 38 AM Brandy Ferris Finance Skipped 04/ 18/ 2013 10: 54 AM Carole Jones Completed 04/ 16/ 2013 10: 58 AM Completed 04/ 18/ 2013 8: 53 AM City Manager City Council Pending eEP9. 107  11 . 2 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 BETWEEN THE CITY AND PINNACLE PUBLIC FINANCE, INC.; COVENANTING TO 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 accepted the proposal of Pinnacle Public Finance, Inc. ( the " Purchaser ") in the form attached 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 delivery of a Loan Agreement ( the " Loan Agreement ") and the issuance of its Capital Improvement Refunding Revenue Note, Series 2013 ( the " Note ") of the City to implement 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. Packet Pg. 102  11 . 2 RESOLUTION 2013 - 12 D. In accordance with the provisions of Part III, Chapter 218, Florida Statutes, a negotiated sale and private placement of the Note to the Purchaser in accordance with the terns 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 terns 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 modification of the principal amount thereof (not to exceed the lesser of (i) $ 4, 700, 000 or ( ii) the 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- Tern, 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 Packet Pg "'I03  11 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, Mayor Attest: Approved for form, legal sufficiency Helen Spencer, City Clerk Hayward Dykes, Jr., City Attorney Packet Pq: 1 4''  11. 2. a 9%Pinnacle Public Finance neaoxwnmo comcar April 1, 2013 VIA Electronic Mail Ms. Marissa Wortman, Public Financial Management Financial Advisor City of Ft. Walton Beach RE: Request for Bank Loan Proposals ( RFP #13 -014) Dear Ms. Wortman, Pinnacle Public Finance, Inc., a BankUnited Company, is pleased to respond to your financing request Corporate Overview: In October 2010, BankUnited acquired the municipal finance business from Koch Financial Corporation and now operates it under the name Pinnacle Public Finance, Inc. Pinnacle is headquartered in Scottsdale, Arizona and is a market leader in providing tax -exempt financing directly to its state and local government clients and through its vendor programs and alliances. With more than 6 billion in financing and transactional experience in every state in the U. S., our team has the knowledge and the resources to fund complex programs that require innovative and flexible financing solutions. As Koch Financial Corporation, our group managed a portfolio in excess of $ 1 billion and 2,600 municipal leases. Since beginning operations as Pinnacle, we have funded more than 450 municipal transactions totaling nearly $ 400 million. Given that BankUnited is based in Florida, Pinnacle is strongly committed to meeting the needs of our N Florida clients. Members of this team have worked with the City of Cape Coral ($ 17. 6 million), the City n of Coral Gables ($ 16. 7 million), the City of Bay Harbor Islands ($ 14. 1 million) the City of Fort Lauderdale ($ 9. 7 million), the Village of Key Biscayne ($ 7. 2 million), the City of' ravares ($ 7 million) a` v and the City of Crystal River ($5. 2 million) to successfully close financings similar to the City' s proposed m loan. Ccr Our proposed terms and conditions are as follows Lender: