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93-19 v (Senior Lien) RESOLUTION NO. 93-/9 A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF ATLANTIC BEACH, FLORIDA, AUTHORIZING THE BORROWING OF $ FROM THE CITY OF ARCADIA, FLORIDA, DEDICATED POOL LOCAL GOVERNMENT REVENUE BONDS, SERIES 1993 TO REFUND CERTAIN OUTSTANDING OBLIGATIONS OF THE CITY OF ATLANTIC BEACH; AUTHORIZING THE SUBMISSION OF A LOAN APPLICATION; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING THE ISSUANCE OF A $ PROMISSORY NOTE TO EVIDENCE THE OBLIGATION OF THE CITY OF ATLANTIC BEACH TO REPAY SUCH LOAN; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES OF THE CITY OF ATLANTIC BEACH TO SECURE THE REPAYMENT OF THE LOAN AND THE NOTES; FIXING THE TERM AND REPAYMENT PROVISIONS THEREOF; AUTHORIZING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Atlantic Beach (the "Borrower") is duly authorized pursuant to the Constitution and Chapter 166 , Part II , Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act") to acquire and construct capital projects for the benefit of the citizens and residents of the Borrower and to borrow money to facilitate financing of the costs of such projects and to borrow money to refinance the cost of such projects; and WHEREAS, the City of Arcadia, Florida, has heretofore established or shall soon establish a loan pool program (the "Program") for the purpose of financing and refinancing certain capital projects of participating local governmental entities situated in the State of Florida; and WHEREAS, the Borrower wishes to refinance from funds borrowed from the Program certain outstanding obligations of to the Borrower (the "Refunding Program") ; and WHEREAS, under the provisions of the documents pursuant to which the Program was established, the Borrower must submit its application (the "Loan Application") for such funds to Financial Guaranty Insurance Company (the "Credit Facility Issuer") for review and approval; and WHEREAS, the Borrower wishes to approve the form of application, identify the outstanding obligations to be refinanced under the Refunding Program and the specific capital improvements constituting the Projects and provide for the terms and security for the repayment of such funds to the Program; and WHEREAS, to evidence its obligation to repay the loan of funds from the Program (the "Loan") , the Borrower will execute and deliver a Loan Agreement (the "Loan Agreement") and a variable rate note (the "Governmental Unit Note") ; and WHEREAS, to secure its obligation to repay the Governmental Unit Note and the loan of funds from the Program (the "Loan") , the Borrower wishes to pledge as security for the Governmental Unit Note the Pledged Revenues, as defined in the Loan Agreement (the "Pledged Revenues") ; and WHEREAS, the Borrower wishes to approve the form of the Loan Agreement and Governmental Unit Note and to authorize the officers and employees of the Borrower to take all action necessary to obtain the proceeds of the Loan and complete the financing of the Refunding Program in the manner contemplated by the Loan Agreement, NOW, THEREFORE, BE IT RESOLVED by, the governing body of the CITY OF ATLANTIC BEACH, Florida, as follows: Section 1. DEFINITIONS. Terms defined in the preambles hereof shall have the meanings set forth therein. All capitalized terms used herein which are defined in the Loan Agreement shall have the meanings assigned thereto in the Loan Agreement, unless the context hereof affirmatively requires otherwise. Section 2 . FINDINGS. It is hereby found, determined and declared that: (A) The refinancing of outstanding obligations of the Borrower from funds borrowed from the Program is in the best interests of the public and will enable the Borrower to reduce debt service on its outstanding obligations. (B) The estimated receipts of Pledged Revenues are sufficient to pay the principal and interest and all other amounts payable with respect to the Loan and the Governmental Unit Note. (C) The Pledged Revenues are not pledged, encumbered or hypothecated by any resolution, agreement, indenture, ordinance or other instrument to which the Borrower is a party or by which it is bound, except as otherwise set forth in the Loan Agreement. Section 3 . PROJECT FINANCING AUTHORIZED. The cost of financing of the Refunding Program as described herein, in the manner provided in the Loan Agreement is hereby authorized and approved, in the amount of $ Section 4 . AUTHORIZATION OF FILING LOAN APPLICATION. The Loan Application with respect to the Program, in substantially the form attached hereto as Exhibit "A, " with such changes, alterations and corrections as may be approved by the Mayor or Vice-Mayor of the Borrower, such approval to be presumed by his execution thereof, is hereby approved by the Borrower, and the Borrower -2- hereby authorizes and directs said Mayor or Vice Mayor to execute the Loan Application and to deliver the Loan Application to the City Manager of the City of Arcadia, Florida, as Administrator, and Sun Bank, National Association, as Trustee, under the Program. The provisions of the Loan Application, when executed and delivered by the Borrower as authorized herein, shall be deemed a part of this resolution as fully and to the same extent as if incorporated verbatim herein. Section 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the form attached hereto as Exhibit "B, " including the Governmental Unit Note attached thereto, with such changes, alterations and corrections as may be approved by the Mayor or Vice-Mayor of the Borrower, such approval to be presumed by his execution thereof, is hereby approved by the Borrower, and the Borrower hereby authorizes and directs said Mayor or Vice Mayor to execute, and the City Clerk or Deputy City Clerk of the Borrower to attest under the seal of the Borrower, the Loan Agreement and the Governmental Unit Note and to deliver to the Administrator and Sun Bank, National Association, as Trustee, the Loan Agreement and the Governmental Unit Note, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Administrator and the Trustee duly authorized, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein. Section 6. ISSUANCE OF GOVERNMENTAL UNIT NOTE; SECURITY. The Loan shall be evidenced by the Governmental Unit Note, issued in the amount of $ . The Mayor or Vice-Mayor of the City Commission and the City Clerk or Deputy City Clerk to the City Commission of the Borrower are hereby authorized to issue and deliver the Governmental Unit Note against receipt of the proceeds of the Loan as provided in the Loan Agreement. The Governmental Unit Note shall have such terms and provisions, shall bear interest at such rates, adjusted in such manner and payable at such times, and shall mature in such amounts on such dates, all as are set forth in the Loan Agreement. ' Upon issuance, the Governmental Unit Note shall be secured by a lien upon and pledge of the Pledged Revenues. The Borrower hereby pledges, and grants a lien upon, the Pledged Revenues, in favor of the Governmental Unit Note, all in the manner set forth in the Loan Agreement and the Governmental Unit Note. Section 7 . NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Loan Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Borrower or its governing body in his or her individual capacity, and neither the members of the City Commission of the Borrower nor any official executing the Loan Agreement or Governmental Unit Note shall be liable personally thereon or be -3- subject to any personal liability or accountability by reason of the issuance thereof. Section 8. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement otherwise expressly provided, nothing in this resolution or in the Loan Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Borrower, the Administrator, the Credit Facility Issuer, the City of Arcadia, Florida, and the Trustee any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision thereof or of the Loan Agreement, this resolution and the Loan Agreement intended to be and being for the sole and exclusive benefit of the Borrower, the Administrator, the Credit Facility Issuer, the City of Arcadia, Florida, and the Trustee. Section 9 . PREREQUISITES PREFORMED. All acts, conditions and things relating to the passage of this resolution, to the execution of the Loan Application, to the execution of the Loan Agreement and the Governmental Unit Note required by the Constitution or laws of the State of Florida to happen, exist, and be performed precedent to and in the passage hereof, and precedent to the execution of the Loan Application, and precedent to the execution and delivery of the Loan Agreement and the Governmental Unit Note, have happened, exist and have been performed as so required. Section 10. GENERAL AUTHORITY. The members of the City Commission of the Borrower and the Borrower's officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this resolution, the Loan Application, the Loan Agreement or the Governmental Unit Note, or desirable or consistent with the requirements hereof or the Loan Application, the Loan Agreement or the Governmental Unit Note, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Loan Application, the Loan Agreement, the Governmental Unit Note, and this resolution. Section 11. THIS RESOLUTION CONSTITUTES A CONTRACT. The Borrower covenants and agrees that this resolution shall constitute a contract between the Borrower and the owners from time to time of the Governmental Unit Note and that all covenants and agreements set forth herein and in the Loan Agreement and the Governmental Unit Note to be performed by the Borrower shall be for the equal and ratable benefit and security of all owners of the Governmental Unit Note. Section 12 . INTERLOCAL AGREEMENT. The Loan Agreement and the Governmental Unit Note incorporated by reference therein, shall be deemed to be an Interlocal Agreement with the City of Arcadia, Florida, within the meaning of Chapter 163 , Part I, Florida Statutes, and shall be filed of record in accordance with the -4- provisions of the Florida Interlocal Cooperation Act upon acceptance of the Loan Agreement by the Administrator. Section 13 . VALIDATION AUTHORIZED. Miller, Canfield, Paddock and Stone, Gulf Breeze, Florida, Bond Counsel, are hereby authorized to file proceedings in the Circuit Court, in and for the County, pursuant to Chapter 75, Florida Statutes, to validate the Loan Agreement and the Government Unit Note, if such proceedings are deemed necessary by Bond Counsel or counsel to the Borrower. Section 14 . SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of an of the other provisions hereof or of the Loan Application, Loan Agreement or Governmental Unit Note. Section 15 . NEGOTIATED SALE NECESSARY. It is hereby found, ascertained, determined and declared by the Borrower that a negotiated borrowing under the Program is in the best interest of the Borrower and is found to be necessary on the basis of the following reasons as to which specific findings are hereby made: (1) A competitive sale of the Note would in all probability not produce better terms than a negotiated sale particularly in view of the timing of such an offering and the current instability of the bond market. (2) The Program offers borrowing with the economies of a large scale financing and sophisticate credit and liquidity structure which the Borrower could not command in the market in a solitary financing. Section 16. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Mayor, Vice-Mayor, City Clerk and Deputy City Clerk of the Borrower, counsel to the Borrower, , and Miller, Canfield, Paddock and Stone, Bond Counsel for the Sponsor, are designate agents of the Borrower in connection with the issuance and delivery of the Governmental Unit Note and are authorized and empowered, collectively, or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Borrower which are necessary or desirable in connection with the execution and delivery of the Governmental Unit Note and which are not inconsistent with the terms and provisions of this resolution and other actions relating to the Governmental Unit Note heretofore taken by the Borrower. -5- Section 17 . REPEALING CLAUSE. All resolutions or parts thereof of the Borrower in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. -6- Section 18. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. CITY OF ATLANTIC BEACH (SEAL) Borrower By: Its: ATTEST: By: Its: City Clerk • -7- STATE OF FLORIDA COUNTY OF I, , Clerk of the of the City of Atlantic Beach, Florida, do hereby certify that the above and foregoing is a true and correct copy of a resolution as the same was duly adopted and passed at a Regular Meeting of the City Commission on the day of , 19 , and as the same appears on record in my office. IN WITNESS WHEREOF, I hereunto set my hand and official seal this day of , 19 City Clerk City of Atlantic Beach • DEFS2\248263.1\101716-00001 -8-