HomeMy WebLinkAboutCity of Tamarac Resolution R-95-251TEMP RESO#7257
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-95- 2-5 1
A RESOLUTION OF THE CITY COMMISSION OF 'THE CITY
OF TAMARAC, FLORIDA, PROVIDING FOR THE
ISSUANCE BY THE CITY OF TAMARAC OF NOT
EXCEEDING $4,300,000 OF ITS INDUSTRIAL
DEVELOPMENT REVENUE BONDS, SERIES 1995 (ARCH
ALUMINUM & GLASS COMPANY, 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 AND LOAN
AGREEMENT; APPROVING THE FORM OF A LETTER OF
CREDIT SECURING THE BONDS; FIXING THE DATE,
MATURITIES AND METHOD OF INTEREST RATE
CALCULATION FOR THE BONDS; PROVIDING FOR THE
NEGOTIATED SALE OF THE BONDS; APPROVING USE OF
A PRIVATE PLACEMENT MEMORANDUM IN
CONNECTION WITH THE SALE OF THE BONDS;
DESIGNATING THE INITIAL TRUSTEE, TENDER AGENT,
PLACEMENT AGENT AND REMARKETING AGENT FOR
THE BONDS; MAKING CERTAIN OTHER COVENANTS
AND AGREEMENTS IN CONNECTION WITH THE
ISSUANCE OF THE BONDS; PROVIDING FOR CONFLICTS;
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 Z. 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, 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.
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B. The City, by resolution dated October 11, 1995, approved the execution of a
Memorandum of Agreement with the Arch Aluminum & Glass, Inc., a Florida corporation (the
"Borrower") whereby the City agreed, subject to certain conditions and approvals, to issue its
Industrial Development Revenue Bonds (Arch Aluminum & Glass, Inc. Project), Series 1995,
in an amount of up to $4,300,000 (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 Mellon
Bank, 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 public hearings with respect to the Bonds in accordance with the
requirements of the Tax Equity and Fiscal. Responsibility Act of 1984 on March 1.3, 1995 and
on November 8, 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 and the Indenture
(hereinafter defined) is hereby authorized.
Section 4. AUTHORIZATION OF BONDS. Obligations of the City to be known
as "Industrial Development Revenue Bonds (Arch Aluminum & Glass Company, Inc.), Series
1995" are hereby authorized to be issued in an aggregate principal amount of not exceeding
Four Million Three Hundred Thousand Dollars ($4,300,000), 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 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 Mellon Bank, 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,
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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 PRIVATE PLACEMENT MEMORANDUM FOR
BONDS. The use of a Private Placement Memorandum relating to the Bonds in substantially
the form on file with the City Clerk as Exhibit "D", is hereby approved and ratified.
Section 9. 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.
D. The type of Bonds to be issued (variable rate demand obligations) by their nature
do not benefit from a public offering.
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Section 10. 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 21.8,385, Florida Statutes, as amended.
Section 11. TRUSTEE, TENDER AGENT, PLACEMENT AGENT AND
REMARKETING AGENT. Mellon Bank, N.A., a national banking association having trust
powers, is hereby designated Trustee, Tender Agent, Remarketing Agent and Placement Agent
for the Bonds.
Section 1.2. EXECUTION OF BONDS AND AUTHORIZATION OF ALL OTHER
NECESSARY ACTION. 'rhe 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 therefore. 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 13. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or
agreement herein contained or contained in the Loan Agreement, Private Placement
Memorandum, 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.
Section 14. 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 15. 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 Loan Agreement 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 Loan
Agreement and the Indenture, have happened, exist and have been performed as so required.
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Section 16. 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 17. SEVERASILITY 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 18. REPEALING CLAUSE.
conflict with the provisions herein contained
superseded and repealed.
All resolutions of the City or parts thereof in
are, to the extent of such conflict, hereby
Section 19. 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 8th day of November, 1995,
Attest:
Carol A. Evans
City Clerk
I HEREBY CERTIFY that I have approved
dfiq RESOLUTION. as to form.
Mitchell S. K
City Attorney
RECORD C]F COUNCIL VOTE
MAYOR Rift W TZ
DISTRICT 1: C- A
DISTRICT 2• 1
DISTRICT 3: - n�
DISTRICT 4:"�
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