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HomeMy WebLinkAboutCity of Tamarac Resolution R-95-1481 Temp. Reso. #7118 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-95-14q. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, PROVIDING FOR THE ISSUANCE BY THE CITY OF NOT EXCEEDING $4,500,000 OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1995 (TAMARAC BUSINESS CENTER, INC. PROJECT), TO PAY THE COST OF CONSTRUCTING A MANUFACTURING FACILITY; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; AUTHORIZING EXECUTION AND DELIVERY OF A TRUST INDENTURE, LOAN AGREEMENT, PLACEMENT AGREEMENT AND REMARKETING AGREEMENT FOR THE BONDS; APPROVING THE FORM OF A LETTER OF CREDIT; FIXING THE DATE, MATURITIES AND METHOD OF INTEREST RATE CALCULATION FOR THE BONDS; PROVIDING FOR THE NEGOTIATED SALE OF THE BONDS PURSUANT TO THE PLACEMENT AGREEMENT; APPROVING USE OF A PRIVATE PLACEMENT MEMORANDUM IN CONNECTION WITH THE SALE OF THE BONDS; DESIGNATING THE INITIAL TRUSTEE, PAYING AGENT, REGISTRAR, FISCAL AGENT AND REMARKETING AGENT FOR THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AS FOLLOWS: Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 159, Part II Florida Statutes, as amended and other applicable provisions of law (the "Act"). Section 2. FINDINGS. It is hereby ascertained, determined and declared as follows: A. The City of Tamarac, Florida (the "City") is authorized by the Act to make and execute financing agreements, contracts, deeds and other instruments necessary or convenient for the purpose of facilitating the financing of the acquisition, construction and equipping of projects as defined in the Act, including machinery, equipment, land, rights in land and other appurtenances and facilities related thereto, to the end that the City may be able to promote the economic growth of the City and the State of Florida, 1 Temp. Reso. #7118 increase opportunities for gainful employment and otherwise contribute to the welfare of the City and the State of Florida and its inhabitants, and to finance the cost of such projects by the issuance of its revenue bonds. B. The City, by resolution dated January 11, 1995, approved the execution of a Memorandum of Agreement with the Tamarac Business Center, Inc., a Florida corporation (the "Borrower") whereby the City agreed, subject to certain conditions and approvals, to issue its Industrial Development Revenue Bonds (Tamarac Business Center, Inc. Project), Series 1995, in an amount of up to $4,500,000 (the "Bonds") and to loan the proceeds of such bonds to the Borrower to pay the cost of constructing a manufacturing facility (the "Project) within the jurisdictional limits of the City. C. As required by the Memorandum of Agreement, the Company has caused NationsBank of Florida, N.A. (the "Bank") to issue an irrevocable direct -pay letter of credit providing for payment of all principal of and interest on the Bonds (together with any substitute therefore, the "Letter of Credit"). D. The principal of and interest on the Bonds and all payments required under the documents relating thereto shall be payable solely from the proceeds derived by the City from the proceeds of the Letter of Credit and moneys received pursuant to a Loan Agreement between the City and the Borrower (the "Loan Agreement"). The City shall never be required to (i) levy ad valorem taxes on any property within its territorial limits to pay the principal of an premium, if any, and interest on the Bonds or to make any other payments relating to the Bonds or the Project, or (ii) pay the same from any funds of the City other than those derived by the City under the Loan Agreement and the Letter of Credit; and such Bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the City except the Project. E. The City held a public hearing with respect to the Bonds in accordance with the requirements of the Tax Equity and Fiscal Responsibility Act of 1984 ("TEFRA") on January 11, 1995 and on March 13, 1995 at which it received and considered comments from the citizens of the City. Section 3. FINANCING OF THE PROJECT AUTHORIZED. The financing of the cost of the Project in the manner provided in the Loan Agreement is hereby authorized. Section 4. AUTHORIZATION OF BONDS. Obligations of the City to be known as "Industrial Development Revenue Bonds (Tamarac Business Center, Inc.), Series 1995" are hereby authorized to be issued in an aggregate principal amount of not exceeding Four Million Five Hundred Thousand Dollars ($4,500,000), in the form and manner described in the Indenture. The Bonds will be dated such date and mature in such years and amounts, will contain such redemption provisions, and will bear interest 2 Temp. Reso. #7118 at such rates (not exceeding the maximum interest rate permitted by the Act or by other applicable provision of law), as provided in the Trust Indenture between the City and Norwest Bank, Minnesota, N.A., as trustee (the "Trustee")(the "Indenture"). Section 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF INDENTURE. As security for the payment of the principal of and premium, if any, and interest on the Bonds, the Indenture, in substantially the form on file with the City Clerk as Exhibit "A", with such changes, alterations and corrections as may be approved by the Mayor, such approval to be presumed by his execution thereof, is hereby approved by the City, and the City hereby authorizes and directs the Mayor to execute, and the City Clerk to attest under the seal of the City, the Indenture and to deliver to the Trustee the Indenture, all of the provisions of which, when executed and delivered by the City as authorized herein and by 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. The City does hereby provide in the Indenture the terms, conditions, covenants, rights, obligations, duties and agreements of the City, the Borrower and the Trustee to and for the benefit of the holders of the Bonds. Section 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the form on file with the City Clerk as Exhibit "B", with such changes, alterations and corrections as may be approved by the Mayor, such approval to be presumed by his execution thereof, is hereby approved by the City, and the City hereby authorizes and directs the Mayor to execute, and the City Clerk to attest under the seal of the City, the Loan Agreement and to deliver to the Borrower the Loan Agreement, all of the provisions of which, when executed and delivered by the City as authorized herein and by the Borrower 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 7. APPROVAL OF FORM OF LETTER OF CREDIT. The form of the Letter of Credit issued by the Bank providing for payment of the principal of and interest on the Bonds (on file with the City Clerk as Exhibit "C"), is hereby approved. Section 8. APPROVAL OF PLACEMENT AGREEMENT. The Placement Agreement, in substantially the form on file with the City Clerk as Exhibit "D", with such changes, alterations and corrections as may be approved by the Mayor, such approval to be presumed by his execution thereof, is hereby approved by the City, and the City hereby authorizes and directs the Mayor to execute, and the City Clerk to attest under the seal of the City, the Placement Agreement and to deliver to the Borrower, and the NationsBank, N.A. (Carolinas), as Placement Agent (the "Placement Agent"), the Placement Agreement, all of the provisions of which, when executed and delivered by the City as authorized herein and by the other parties thereto duly authorized, shall be 3 Temp. Reso. #7118 deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Section 9. APPROVAL OF PRIVATE PLACEMENT MEMORANDUM FOR BONDS. The use of a Preliminary and final Private Placement Memorandum relating to the Bonds in substantially the form on file with the City Clerk as Exhibit "E", is hereby approved and ratified. The Mayor is hereby authorized to execute the final Private Placement Memorandum (the "Private Placement Memorandum") on behalf of and in the name of the City upon approval thereof by the City Attorney and the City's Bond Counsel, with such changes, insertions and omissions as shall hereafter be approved by the Mayor, his execution to be conclusive evidence of such approval, and the Mayor is hereby authorized to deliver such final Placement Memorandum to the Placement Agent. Section 10. AUTHORIZATION OF EXECUTION AND DELIVERY OF REMARKETING AGREEMENT. The Remarketing and Interest Services Agreement, in substantially the form on file with the City Clerk as Exhibit "I"', with such changes, alterations and corrections as may be approved by the Mayor, such approval to be presumed by his execution thereof, is hereby approved by the City, and the City hereby authorizes and directs the Mayor to execute, and the City Clerk to attest under the seal of the City, the Loan Agreement and to deliver to the other parties thereto, all of the provisions of which, when executed and delivered by the City as authorized herein and by the Borrower 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 11. NEGOTIATED SALE NECESSARY. It is hereby found, ascertained, determined and declared by the City that a negotiated sale of the Bonds is in the best interest of the City and is found to be necessary on the basis of the following reasons as to which specific findings are hereby made: A. It is in the best interest of the City to have the Bonds placed with a limited number of sophisticated investors and not offered to the general public. B. Industrial development revenue bonds are traditionally placed privately and consequently a competitive sale of the Bonds would in all probability not produce better terms than a negotiated sale. C. The Bonds are payable solely from the proceeds of the Loan Agreement and the Letter of Credit and, therefore, the City does not have a direct financial interest in the terms of sale. The Borrower has expressed its desire not to incur the risks and expenses attendant a public sale of the Bonds. 4 Temp. Reso. #7118 D. The type of Bonds to be issued (variable rate demand obligations) by their nature do not benefit from a public offering. Section 12. AWARD OF BONDS. The negotiated sale of the Bonds at a price equal to the principal amount thereof by the Placement Agent is hereby authorized pursuant to Section 218.385, Florida Statutes, as amended, under the terms and conditions set forth in the Placement Agreement. The City hereby acknowledges receipt of the Negotiated Sale Disclosure Statement from the Bank. Section 13. TRUSTEE, BOND REGISTRAR AND PAYING AGENT; FISCAL AGENT AND REMARKETING AGENT. Norwest Bank Minnesota, N.A., a national banking association having trust powers, is hereby designated Trustee, Fiscal Agent, Paying Agent and Registrar for the Bonds under and pursuant to the Indenture. NationsBank, N.A. (Carolinas), a national banking association, is hereby designated as Placement Agent and Remarketing Agent for the Bonds under and pursuant to the Indenture, the Remarketing Agreement and the Placement Agreement. Section 14. EXECUTION OF BONDS AND AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The proper officers of the City are hereby authorized and directed to execute the Bonds when prepared and to deliver the same to the Trustee for authentication and delivery to the purchasers of the Bonds upon payment of the purchase price pursuant to the conditions stated in the Placement Agreement and the Indenture. The Mayor, City Clerk, City Attorney, and Akerman, Senterfitt & Eidson, P.A., as the City's Bond Counsel, are designated agents of the City in connection with the issuance and delivery of the Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, opinions, documents or contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of the Bonds and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the Bonds heretofore taken by the City. Section 15. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Loan Agreement, Placement Agreement, Private Placement Memorandum, Remarketing Agreement, Indenture or any other document executed and delivered in connection with the issuance of the Bonds (together, hereinafter referred to as the "Bond Documents") shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, member, agent or employee of the City or its governing body in his individual capacity, and neither the members of the City Commission, the City nor any official executing the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. 5 Temp. Reso. #7118 Section 16. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Bond Documents otherwise expressly provided, nothing in this Resolution or in the Bond Documents, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the City, the Borrower, the Bank, the holders of the Bonds, the Placement Agreement 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 Bond Documents. This Resolution and the Bond Documents intended to be for the sole and exclusive benefit of the City, the Bank, the Placement Agent, the Borrower, the Trustee and the holders from time to time of the Bonds. Section 17. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this resolution, to the issuance of the Bonds, and to the execution of the Placement Agreement, Loan Agreement, the Placement Memorandum and the Indenture, required by the Constitution or laws of the State of Florida to happen, exist, and be performed precedent to and in the adoption hereof, and precedent to the issuance of the Bonds, and precedent to the execution and delivery of the Placement Agreement, Loan Agreement, Placement Memorandum and the Indenture, have happened, exist and have been performed as so required. Section 18. GENERAL AUTHORITY. The members of the Commission of the City and its officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this Resolution and the Bond Documents, or desirable or consistent with the requirements thereof, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Bond Documents and this Resolution. Section 19. 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 any of the other provisions hereof. Section 20. REPEALING CLAUSE. All resolutions of the City or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. C01 Temp. Reso. #7118 Section 21. EFFECTIVE DATE. This resolution shall become effective upon signature by the Mayor or upon becoming effective without the Mayor's signature. PASSED, ADOPTED AND APPROVED, this dam' th day of June, 1995. Attest: Carol A. Evans City Clerk I HEREBY CERTIFY that I have approved this -RESOLUTION as to form. c. Mitchell S. Kraft City Attorney *Nrman Abramowitz Mayor RECORD OF C( MAYOR ABRAMOWIIZ DIST. 1: V / M KATZ DIST. 2: COMM. MISHKIN DIST. 3: COMM. SCHREM DIST. 4: COMM. MACHEK U9310 h