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R-2013-35 CITY OF CLERMONT RESOLUTION NO. 2013-35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, AMENDING AND SUPPLEMENTING RESOLUTION NO. 1258 ADOPTED BY THE CITY COUNCIL ON JUNE 6, 2002, AS HERETOFORE AMENDED AND SUPPLEMENTED, WHICH RESOLUTION AUTHORIZED THE ISSUANCE BY THE CITY OF PUBLIC IMPROVEMENT REVENUE BONDS AS PROVIDED THEREIN; FOR THE PURPOSES OF ACCEPTING THE PROPOSAL OF BRANCH BANKING AND TRUST COMPANY TO PROVIDE THE CITY WITH A LOAN IN A PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000 FOR THE PURPOSES OF (I) FINANCING ALL OR A PART OF THE COSTS OF THE ACQUISITION, IMPROVEMENT, RENOVATION AND EQUIPPING OF THE EXISTING FACILITIES, INCLUDING THE SITE THEREFORE, LOCATED AT 3700 HIGHWAY 27 SOUTH, IN THE CITY OF CLERMONT, FLORIDA, TO BE USED FOR RECREATIONAL FACILITIES, PARKS AND OTHER GOVERNMENTAL PURPOSES, AND (II) PAYING THE RELATED CLOSING COSTS; AUTHORIZING THE PROJECT TO INCLUDE THE ACQUISITION OF THE PROPERTY AND IMPROVEMENTS LOCATED AT 3700 HIGHWAY 27 SOUTH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK AND A RELATED PUBLIC IMPROVEMENT REVENUE NOTE, SERIES 2013 IN A PRINCIPAL AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF SUCH LOAN; PROVIDING THAT SUCH SERIES 2013 NOTE SHALL CONSTITUTE AND BE SECURED AS AN "ADDITIONAL BOND" UNDER RESOLUTION NO. 1258, AS HERETOFORE AMENDED AND SUPPLEMENTED; DESIGNATING SUCH SERIES 2013 NOTE FOR THE EXCEPTION TO THE PROVISIONS CONTAINED IN THE INTERNAL REVENUE CODE OF 1986 WHICH DENY FINANCIAL INSTITUTIONS ANY DEDUCTIONS FOR INTEREST EXPENSE ALLOCABLE TO TAX- EXEMPT OBLIGATIONS; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Clermont, Lake County, Florida that: 1 Section 1 —Definitions All terms used in this Resolution (this"Supplemental Resolution"), which are not defined herein, shall have the meaning specified in the Resolution No. 1258 adopted by the City Council (the "City Council") of the City of Clermont, Florida (the "City"), on June 6, 2002, as amended and supplemented by Resolution No. 2012-33, adopted by the City Council on October 9, 2012, and as further amended and supplemented by Resolution No. 2013-34, adopted by the City Council on December 10, 2013 (collectively, the "Original Resolution"), which provides for the issuance by the City of public improvement revenue bonds. The Original Resolution as amended and supplemented by this Supplemental Resolution is hereinafter referred to as the "Bond Resolution." Section 2—Authority for this Supplemental Resolution This Supplemental Resolution is adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law. Section 3—Findings It is hereby ascertained, determined and declared: (A) The City deems it necessary, desirable and in the best interests of the City that the City undertake to (i) finance all or a part of the costs of the Project described in Exhibit A hereto (the "Project"), and (ii) pay related closing costs, as more particularly descnbed in this Supplemental Resolution and the Loan Agreement(as defined herein). (B) The City has obtained a proposal for a not to exceed $6,000,000 loan (the "Loan") from Branch Banking and Trust Company(the `Bank"), the proceeds of which will be applied to finance all or a part of the costs of the Project and related closing costs. (C) The Loan will be secured by a Loan Agreement to be executed and delivered by and between the City and the Bank substantially in the form attached hereto as Exhibit B (the "Loan Agreement"), pursuant to which the City will issue its Public Improvement Project Revenue Note, Series 2013 (the "Note") to secure the repayment of the Loan. The Original Resolution provides for the issuance of Additional Bonds payable from and secured by the Pledged Funds on a parity with outstanding Bonds under terms, limitations and conditions provided therein. The City will issue the Note as an Additional Bond within the authorization contained in Section 5.2 of the Original Resolution. Upon the issuance of the Note in accordance with the terms of the Original Resolution and this Supplemental Resolution, the Note will constitute and be secured as an Additional Bond under the Bond Resolution, entitled to the security and benefits thereof. The Note will not be secured by the Reserve Account or any subaccount therein. 2 (D) The costs of the Project and related closing costs will be financed from the proceeds of the Loan. (E) The Loan will be repaid solely from the Pledged Funds as provided in the Bond Resolution. The ad valorem taxing power of the City will never be necessary or authorized to pay the amounts due on the Loan. (F) It is not reasonably anticipated that more than $10,000,000 of tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") will be issued by or on behalf of the City in calendar year 2013. (G) The City is advised that due to the present volatility of the market for municipal debt, it is in the best interest of the City to issue the Note pursuant to the Loan Agreement by negotiated sale, allowing the City to issue the Note at the most advantageous time, rather than a specified advertised future date, thereby allowing the City to obtain the best possible price, interest rate and other terms for the Note and, accordingly, the City Council of the City hereby finds and determines that it is in the best financial interest of the City that a negotiated sale of the Note pursuant to the Loan Agreement be authorized. Section 4—Authorization of the Project The City hereby authorizes the Project as described in Exhibit"A" attached hereto to include the acquisition of real property and improvements in accordance with the Contract for Sale and Purchase with Centennial Bank dated October 26, 2013. Section 5—Acceptance of Proposal The City hereby accepts the proposal of the Bank to provide the City with the Loan. Section 6—Authorization of Loan Agreement The Loan and the repayment of the Loan by the City shall be pursuant to the terms and provisions of a Loan Agreement. The City hereby authorizes the Mayor of the City (the "Mayor") and the City Clerk or the Deputy City Clerk of the City (the "City Clerk") to execute and deliver on behalf of the City the Loan Agreement by and between the City and the Bank substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as they may approve, such approval to be evidenced conclusively by the Mayor's execution thereof. 3 Section 7—Authorization of Note to Finance the Cost The City does hereby authorize the issuance of the Note in the principal amount of not exceeding $6,000,000 for the purpose of providing the City with sufficient funds to finance the cost of the Project and relating closing costs. The Mayor and City Clerk are hereby authorized to execute, seal and deliver on behalf of the City, the Note and other documents, instruments, agreements and certificates necessary or desirable to effectuate the Loan and the Project as provided in the Loan Agreement. The Note shall be issued in the principal amount (not exceeding $6,000,000), shall bear interest at the initial interest rate (not exceeding 3.05%, subject to adjustment as provided therein), shall have a final maturity date (not later than sixteen years after the date of issuance thereof) and shall have such other terms, all as set forth in the Loan Agreement and the Note authorized herein and executed and delivered in connection with Loan. The Note shall not be secured by the Reserve Account or any subaccount therein. Section 8—Designation of Note as Qualified Tax-exempt Obligation The City hereby designates the Note described in Section 7 hereof 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 3 of this Resolution and the Mayor is authorized to recertify such findings upon the issuance of the Note. Section 9—Limited Obligation The obligation of the City to pay the Note is a limited and special obligation payable solely from the Pledged Funds in the manner and to the extent set forth in the Bond Resolution 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 situated within the City other than the Pledged Funds. Section 10—General Authorization The Mayor, City Clerk, the City Manager, the Finance Director, and other employees or agents of the City are authorized to execute and deliver such documents, instruments and contracts, and are hereby authorized and directed to do all acts and things required hereby as may be necessary for the full, punctual and complete performance of the Loan Agreement and the Note and all the terms, covenants, provisions and agreements herein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Supplemental Resolution. Section 11 —Repeal of Inconsistent Documents All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. 4 Section 12—Effective Date This Supplemental Resolution shall take effect immediately upon its adoption. DONE AND RESOLVED by the City Council of the City of Clermont, Lake County, ,Florida';'this 10th day of December, 2013. ,� 1 CITY OF CLERMONT ,t{,q 11../ Turville, Jr.,Mayor ATTEST: Tracy Ackroyd, City Clerk Approved as to form and legality: Daniel F. Mantzaris, City Attorney EXHIBIT A Description of Project The Project consists of the acquisition, improvement, renovation and equipping of the existing facilities, including the site therefor, containing approximately 47 acres, located at 3700 Highway 27 South, Clermont, Florida, approximately 3 miles south of Highway 50, to be used for recreational facilities, parks and other governmental purposes. The existing facilities include approximately 67,000 square feet of space, including a gymnasium and a 1,200-seat auditorium, as well as an Olympic-size swimming pool and 30 undeveloped acres to be used for future public needs. CITY OF CLERMONT RESOLUTION NO. 2013-35 EXHIBIT B Loan Agreement