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HomeMy WebLinkAboutResolution 96-31 RESOLUTION 96-31 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND PROMISSORY NOTE AND THE BORROWING OF NOT TO EXCEED $4,840,000 TO FINANCE THE COST OF ACQUISITION OF EQUIPMENT AND LAND AND CONSTRUCTION OF AND IMPROVEMENTS TO CERTAIN CAPITAL PROJECTS INCLUDING TWO FIRE STATIONS, A GYMNASIUM AND RECREATIONAL FACILITY, AND A PUBLIC WORKS FACILITY; COVENANTING TO BUDGET AND APPROPRIATE FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES OF THE CITY FOR THE REPAYMENT OF THE PROMISSORY NOTE TO SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES OF THE HOLDERS THEREOF; AUTHORIZING A NEGOTIATED SALE OF SAID PROMISSORY NOTE; DESIGNATING THE NOTE AS A BANK QUALIFIED OBLIGATION; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION THE CITY OF OCOEE, FLORIDA: ARTICLE 1 DEFINITIONS, AUTHORITY AND FINDINGS; RESOLUTION CONSTITUTES CONTRACT SECTION 1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meaning as set forth in the Loan Agreement, defined herein. In addition to the words and terms elsewhere defined in this Resolution and the Loan Agreement, the following words and terms as used in this Resolution shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act" shall mean the Charter and Code of Ordinances of the City of Ocoee, Part II of Chapter 166, Florida Statutes, as amended, and other applicable provisions of law. "Bank" shall mean SunTrust Bank, Central Florida, National Association. "Clerk" shall mean the City Clerk or acting City Clerk of the City. "City" shall mean the City of Ocoee, Florida. "Loan Agreement" shall mean the Loan Agreement by and between the City and the Bank dated as of December 4, 1996. "Note" shall mean the City's Capital Improvement Revenue Promissory Note, Series 1996 issued pursuant to the Loan Agreement. "Resolution" shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof which authorized the execution and delivery of the Loan Agreement and the Note. Words importing the singular number shall include the plural number in each case and vice versa, and words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter gender and vice versa. SECTION 1.2 Authority for Resolution. This Resolution is adopted pursuant to the provisions of the Act. The City has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the City in accordance with the Act and that the powers herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the City. SECTION 1.3 Authorization of Loan Agreement and Project. The City hereby authorizes and directs the Mayor and the Clerk to execute the Loan Agreement and to deliver the Loan Agreement to the Bank. All of the provisions of the Loan Agreement when executed and delivered by the City as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein, and the Loan Agreement shall be in substantially the form of the Loan Agreement attached hereto as Exhibit A with such changes, amendments, modifications, omissions and additions, including the date of such Loan Agreement, as may be approved by said Mayor and the Clerk. Execution by the Mayor and the Clerk of the Loan Agreement shall be deemed to be conclusive evidence of approval of such changes. The City hereby authorizes the acquisition, improving, constructing and equipping of the Project as defined and described in the Loan Agreement. SECTION 1.4 Sale of Note. The sale of the Note to the Bank pursuant to terms and provisions of this Resolution and the Loan Agreement is hereby approved. Delivery of the Note shall be made to the Bank or its designee upon payment therefor in accordance with the terms of sale. SECTION 1.5 Truth-in-Bonding Statement. The City is proposing to issue $4,840,000 of debt or obligation for the purpose of constructing the Project. The Bank shall 2 be required to file a truth-in-bonding statement with the City as a precondition to the award and sale of the Note to the Bank. SECTION 1.6 Designation of Note. For the purpose of qualifying the Note for the exception contained in Section 265(b )(3) of the Code, the City hereby designates the Note as a Qualified Tax-Exempt Obligation. SECTION 1.7 Authority ofOflicers. In the event that the office of any officer of the City mentioned in this Resolution shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. SECTION 1.8 Benefits Exclusive. Except as herein otherwise expressly provided, nothing in this Resolution express or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City and the Holder of the Note issued under and secured by this Resolution any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the Holder from time to time of the Note issued hereunder. SECTION 1.9 Severability. In case anyone or more of the provisions of this Resolution or of the Note issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Note, but this Resolution and the Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Note is issued and this Resolution is adopted with the intent that the laws of the State shall govern their construction. SECTION 1.10 General Authorization. The officers and agents of the City are hereby authorized and directed to do all the acts and things required of them by the Loan Agreement and this Resolution for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Loan Agreement, the Note and this Resolution binding upon the City. SECTION 1.11 Repeal. All Resolutions of the City, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed and declared to be inapplicable, and the provisions of this Resolution shall be and remain controlling. 3 SECTION 1.12 Headings, etc. Any heading preceding the texts of the several articles and Sections hereof, and the table of contents hereto shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. SECTION 1.13 upon its adoption. Effective Date. This Resolution shall take effect immediately PASSED AND ADOPTED THIS 3RD DAY OF DECEMBER, 1996. APPROVED: CITY OF OCOEE S'S;4 JCM~ S. Scott Vandergrift, Mayor Attest FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE APPROVED AS TO FO~ AND LEGALITY THIS -.s ( DAY OF DECEMBER, 1996. APPROVED BY THE OCOEE CITY CITY COMMISSION AT THE ABOVE REFERENCED MEETING UNDER AGENDA ITEM NO~..Q e . By: ~~u::U~ J:\BONDS\4133\RES03112/3/961 GED I R 4 EXHIBIT A Form of Loan Agreement