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R-93-783• • RESOLUTION NO . 7 R "~ A REBOLIITION OF THE GOVERNING BODY OF THE CITY OF CLERMONT, FLORIDA, AUTHORIZING THE BORROWING OF NOT 88CEEDING $ 8,000.000 FROM THE CITY OF ARCADIA, FLORIDA, DEDICATED POOL LOCAL GOVERNMENT REVENUE BONDS, BERIEB 1993 TO PAY AND PREPAY CERTAIN OUTSTANDING OBLIGATIONS OF THE CITY OF CLERMONT, FLORIDA; AUTHORIZING THE B%ECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE TO EVIDENCE THE OBLIGATION OF THE CITY OF CLERMONT TO REPAY THE LOAN TO BE INCURRED UNDER SUCH LOAN AGREEMENT; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES OF THE CITY OF CLERMONT TO SECURE THE REPAYMENT OF THE LOAN AND THE NOTE; FI%ING THE TERM AND REPAYMENT PROVISIONS THEREOF; AUTHORIZING THE EBECUTION AND DELIVERY OF SIIPPLEMENTAL LOAN AGREEMENT WITH THE CITY OF GULF BREEZE, FLORIDA; AUTHORIZING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Clermont, Florida (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 (the "Sponsor") has heretofore established or shall soon establish a loan pool program (the "Refunding and Improvement 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 pay and prepay from funds borrowed from the Refunding and Improvement Program the outstanding balance of certain of the Borrower's Outstanding Obligations (as defined in the Loan Agreement) issued for the purpose of financing certain capital projects; and WHEREAS, the municipal bond insurance company which insures the bonds to be issued by the Sponsor to fund the Refunding and Improvement Program (the "Credit Facility Issuer") will approve the Governmental Unit as a Borrower under the Refunding and Improvement Program; and cn~\w~irnKCrm\t~eo,i.t\os/o5/ea C~ .. • WHEREAS, the Borrower wishes to identify the Outstanding Obligations to be paid and prepaid under the Refunding and Improvement Program; and WHEREAS, to evidence its obligation to repay the loan of funds from the Refunding and Improvement Program (the "Loan"), the Borrower will execute and deliver a Loan Agreement (the "Loan Agreement") and a promissory note pursuant to the Loan Agreement (the "Governmental Unit Note"); and WHEREAS, to secure its obligation to repay the Governmental Unit Note, the Borrower will 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 payment and prepayment of the Outstanding Obligations in the manner contemplated by the Loan Agreement, NOW, THEREFORE, BE IT RESOLVED by the governing body of the City of Clermont, 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 payment and prepayment of the Outstanding Obligations of the Borrower from the proceeds of the Loan is in the best interests of the Governmental Unit and will enable Borrower to reduce its debt service 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. FINANCING AUTHORIZED. The cost of financing the payment and prepayment of the Outstanding Obligations as described herein, in the manner provided in the Loan Agreement is hereby • authorized and approved, in the amount of not exceeding $ g ~ 000 , 000 cn~\war.c[m~\ ~ ~.w ~. nos/os/9a ~ 2 • • "• Section 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF THE LOAN AGREEMENT. The Loan Agreement, in substantially the form attached hereto as Exhibit "A", including the Governmental Unit Note attached thereto, with such changes, alterations and corrections as may be approved by the Authorized Officer as provided in Section 1.3 of the Loan Agreement, such approval to be presumed by his execution thereof, is hereby approved by the Borrower, and the Borrower hereby designates the City Manager or his designee as the Authorized Officer within the meaning of this Resolution and the Loan Agreement and authorizes and directs said Authorized Officer to execute 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 Borrower as authorized herein and by the Administrator and the Trustee duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Section 5. ISSUANCE OF THE GOVERNMENTAL UNIT NOTE; SECURITY. The Loan shall be evidenced by the Governmental Unit Note, issued in the amount of the Loan. The Authorized Officer is 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, 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 identified in the Loan Agreement. The Borrower hereby pledges and grants a lien upon said 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 6. SUPPLEMENTAL LOAN AGREEMENT. The Supplemental Loan Agreement among the Borrower, Sun Bank, National Association, as trustee, and the City of Gulf Breeze, Florida, in substantially the form attached hereto as Exhibit "B", together with the Escrow Deposit Agreement described therein, with such changes, alterations and corrections as may be approved by the Authorized Officer, such approval to be presumed by his execution thereof, are hereby approved by the Borrower and the Borrower hereby authorizes and directs said Authorized Officer to execute the Supplemental Loan Agreement and the Escrow Deposit Agreement and to deliver the same to the other parties thereto. 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 governing body of the Borrower nor any official 61N\M1Ii.KER11\II.OC).1\05/06/93 - ~ - • •~ executing the Loan Agreement liable personally thereon or or accountability by reason • or the Governmental Unit Note shall be be subject to any personal liability of the issuance thereof. Section 8. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement otherwise expressly provided, nothing in this instrument 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 Clermont, Florida and the Trustee any right, remedy or claim, legal or equitable, under and by reason of this instrument or any provision thereof or of the Loan Agreement, this instrument 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 Clermont, Florida, and the Trustee. Section 9. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this instrument, 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 and delivery of the Loan Agreement and the Governmental Unit Note, have been performed as so required. Section 10. GENERAL AUTHORITY. The members of the governing body 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 instrument, the Loan Agreement or the Governmental Unit Note, or desirable or consistent with the requirements hereof or 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 Agreement, the Governmental Unit Note, and this instrument. Section 11. THIS INSTRUMENT CONSTITUTES A CONTRACT. The Borrower covenants and agrees that this instrument 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- 6TN\MNITIIRERH\II.O.J.1\05/06/93 • provisions of the Florida Interlocal Cooperation Act upon acceptance of the Loan Agreement by the Administrator. Section 13. 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 Iaw, 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 the other provisions hereof or of the Loan Agreement or the Governmental Unit Note. Section 14. NEGOTIATED SALE NECESSARY. It is hereby found, ascertained, determined and declared by the Borrower that a negotiated borrowing under the Refunding and Improvement 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 Notes 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 Refunding and Improvement Program offers the Borrower the economies of a large scale financing and a sophisticated credit structure which the Borrower could not command in the market in solitary financings. Section 15. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The members of the governing body, the City Manager and his designees, the City Attorney, the Clerk and Deputy Clerk to the Borrower and the Bond Counsel for the Sponsor, are designated 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. Section 16. NO OBLIGATION. Notwithstanding anything contained herein, this resolution shall not create any liability or obligation of the Borrower or make the Borrower liable for the payment of any moneys unless and until the Loan Agreement and the Governmental Unit Note are executed and delivered in accordance with Section 4 hereof. • CiH\~MIT.KEIM\111W ].I\DS/06/93 - 5 - c~ 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. Section 18. EFFECTIVE DATE. This instrument shall take effect immediately upon its adoption. CITY OF CLERMONT, FLORIDA Borrower (SEAL) By: Robert A. Pool _ - Its: M~,,yor ATTEST: ~-- B Its ity Cl • -6- 6TN\MIIi11FERN\11101]. l\06/06/93