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1995-13 Approving Borrowing for Capital Projects-Reso 1995-22 MAR-02-1995 14:35 P.12l2 RESOLUTION NO. 95 - 13 v () lD A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, AUTHORIZING THE BORROWlNG OF NOT EXCEEDING $6,000,000 FROM THE FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY CAPITAL PROJECTS LOAN PROGRAM TO FINANCE AND REFINANCE CERTAIN QUALIFIED PROJECTS OF THE GOVERNME1'\T'fAL UNIT; AUTHORIZING AND RATIFYING THE SUBMISSION OF A LOAN APPLICATION; AUTHORIZING AND RATIFYING EXECUTION AND DELIVERY OF A COMMITMENT LETl'ER; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING THE ISSUANCE-OF A NOT EXCEEDING $6,000,000 GOVERNMENTAL UNIT NOTE TO EVIDENCE THE OBLIGATION OF THE GOVERNMENTAL UNIT TO REPAY SUCH LOAN; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES OF THE GOVERNMENTAL UNIT TO SECURE THE REPAYMENT OF THE LOAN AND THE NOTE; FIXING THE TERM AND REPAYMENT PROVISIONS THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT; AUTHORIZING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. '" '" WHEREAS, the City Commission (the "Governing Body") of City ofParldand, FlOrida (the "Governmental Unit") is duly authorized pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166 and Section 163.01, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act") to finance or refinance qualified capital projects; and WHEREAS, the Florida Local Government Finance Authority, a public body corporate and politic of the State of Florida (the "Sponsor") has established its Capital Projects Loan Program (the "Program") for the purpose of financing or refinancing qualified capital projects for any public agency of a state or local government as descn"bed in Section 163.01, Florida Statutes, as amended, having power to own, operate and fmance a qualified capital project (the "Participating _ Govemmental Units!'); and WHEREAS, the Sponsor will fund the Program by the issuance of approximately $6,000,000 aggregate principal amount ofits Revenue Bonds (Capital Projects Loan Program) Series " RESOLUTIONS NO. 95-13, 95-16 AND 95-17 APPEARED ON THE MARCH I, 1995 AGENDA FOR APPROVAL OF A $6,000,000 BORROWING FROM FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY, FIRST UNION NATIONAL BANK OF FLORIDA, AND PUBLIC FINANC-:l:ALc ADMINISTRATIVE SERVICES, INC. AND THE CITY OF PARKLAND. THE RESOLUTIONS WERE APPROVED AND THE INTERLOCAL AGREEMENT (RESOLUTION NO. 95-17) WAS TAKEN TO BROWARD COUNTY AND RECORDED ON MARCH 3, 1995. SUBSEQUENT TO THE PASSAGE OF THE $6,000;.00'0 BORROWINGTHE'LOAN' DEFAULTED. RESOLUTION NO. 95-21 APPEARED BEFORE THE CITY' COMMISSION ON MARCH 15, 1995 AND DECLARED NULL AND VOID THE RESOLUTIONS PASSED ON MARCH 1, 1995 (RESOLUTIONS nO. 95-13, 95-16 AND 95-17). THE COMMISSION APPROVED THE $6,000,000 BORROWING WITH NATIONS BANK BY RESOLUTION NO. 95-22 ON MARCH 15, 1995 AND THE LOAN PAPERS WERE SIGNED ON MARCH 20, 1995 THE 1 IftERLOCAL AGREEMENT TERMINATION WAS EXECUTED BY THE FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY AND SENT TO BROWARD COUNTY TO BE RECORDED. ONE ORIGINAL WAS SENT TO WILLIAM ZVARA, ESQ. 4/13/95 ATTORNEY AND THE OTHER WAS RECORDED. MAR-02-1995 14:36 RESOLUTION NO. 95 - 13 P.03 1995A (the "Bonds") pursuant to and secured by Resolution No. 95-3 adopted by the Sponsor on February 6, 1995, as may be amended or supplemented from time to time (the "Bond Resolution"); and WHEREAS, under the provisions of the documents pursuant to which the Program was established, the Governmental Unit must submit its application (the "Loan Application") for such funds to Public Financial Administrative Services, Inc., acting on behalf of the Sponsor (the "Administrator") and First Union National Bank of Florida, N.A., as initial purchaser of the Bonds (the "'Bank") for review and approval; and WHEREAS, to evidence its obligation to repay the loan of funds from the Program (the "Loanlt), the Govemmental Unit will execute and deliver a Loan Agreement (the "Loan Agreement") , and a Promissory Note (the "Governmental Unit Note") and as security for the Bonds, the Sponsor has under the Bond Resolution assigned to the Bank all its right, tide and interest in the Loan Agreement and in the Governmental Unit Note to be effective upon execution by the Governmental Unit of the Loan ~ent and the Governmental Unit Note (except for the rights reserved by the Sponsor as described in Section 3.9 of the Loan Agreement); and WHEREAS, the Governmental Unit wishes to approve the form of the Loan Application, to identify the capital projects to be fmanced with the Loan as the acquisition, construction and improvemen.t of public parks and recreation areas, as further described in the records of the City Clerk and in the Loan Agreement (the "Projects") and provide for the terms and security for the repayment of such funds to the Program; and WHEREAS, to secure its obligation to repay the Governmental Unit Note and the L0811, the Govenunental Unit wishes to provide for the issuance of the Governmental Unit Note and to pledge as'security for the Governmental Unit Note the franchise fee revenues derived from electric, refuse, telephone and cable television under the ordinances and agreements of the Governmental Unit authorizing the levy and collection of such franchise fees (the "Franchise Fee Revenues") and the distributions to the Governmental Unit (including emergency distributions) of the local government half-cent sales tax under and pursuant to Chapter 218, Part VI, Florida Statutes, as amended (the "Sales Tax Revenues") as such sourceS and order of lien priority are more fully set forth in the Loan Application (collectively, the "Pledged Revenues"); and WHEREAS, the Sponsor and Governmental Unit desire to exercise the joint powers, privileges and authority which they share in common to fmance or refmance the Proj~cts and will evidence the same by the execution and delivery of an Interlocal Agreement (the "InterJoca1 Agreement"); and WHEREAS, the Governmental Unit wishes to approve a commitment letter from the Sponsor (the "Cormnitment Letter"), approve the form of Loan Agreement and !nterlocal Agreement (collectively, the "Agreements"), to approve the form. of Govenunental Unit Note and to authorize the officers and employees of the Governmental Unit to take all action necessary to obtain the MAR-02-199S 14: 37 RESOLUTION NO. 95 - 13 P.04 proceeds of the Loan and complete the financing of the Projects in the manner contemplated by the Agreements, NOWt THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA AS FOLLOWS: Section 1. DEFINITIONS. Tenus defined in the preambles hereof shall have the meanings set forth therein. All capitalized terms used herein which are defmed 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 fowid,determined and declared by the Governing Body as follows: (A) The Projects identified in the 'attached, Loan Agreement constitute projects within the meaning of the Act and the acquisition and constIuction of such Projects is necessary and desirable7 is in the public interest and will serve a proper public purpose. (B) It is necessary and desirable and in the public interest that the Projects be constructed or acquired at the earliest possible time; however, the Governmental Unit does not have the resources necessary to pay for such Projects from currently available funds. (C) The financing or refinancing of the costs of the Projects from funds borrowed from the Program is in the best interest of the public and will enable the Goverrunental Unit to complete or acquire the Projects in a timely manner to meet the current public need. ". , (D) The estimated receipts of the Pledged Revenues are sufficient to timely pay the principal and interest and all other amounts payable with respect to the Loan and the Governmental Unit Note. (E) The Pledged Revenues are not pledged, encumbered or hypothecated by any resolution, agreement, indenture, ordinance or other instrument to which the Governmental Unit is a party or by which it is bound, except as otherwise set forth in the Loan Application. Section3. PROJECf FINANCING AUTHORIZED. The cost of financing or refinancing of the Projects in the manner provided in the Agreements is hereby authorized and approved, in the amount of not exceeding $6,000.000. Section 4. AUTHORIZATION AND RATIFICATION OF FILING LOAN APPLICATION. The Loan Application with respect to the Program, in substantially the form " attached hereto as Exhibit "A", with such changes, alterations and corrections as may be approved by the Mayor or Vice Mayor of the Governing Body, such approval to be presumed by his execution thereof, is hereby approved and ratified by the Governmental Unit, and the Governmental Unit " MAR-02-199S 14: 37 RESOLUTION NO. 95 - 13 p.re hereby authorizes, directs and ratifies such execution of the Loan Application and delivery of the Loan Application to the Administrator under the Program. The provisions of the Loan Application, when executed and delivered by the Governmental Unit as authorized herein, shall be deemed a part of this instrwnent as fully and to the same extent as if incorporated verbatim herein. Section 5. AUTHORIZING AND RATIFYING EXECUTION AND DELIVERY OF COMMITMENT LEITER. The Commitment Letter, in substantially the fonn attached hereto as Exhibit "B", with such changes, alterations and corrections as may be required by the Sponsor or the Bank and approved by the Mayor or Vice Mayor of the Governmental Unit, such approval to be presumed by his execution thereof, is hereby approved and ratified by the Governmental Unit, and the Govemmental Unit hereby authorizes and dfrectSsaid Mayor or Vice Mayor to execute, and the Clerk or Deputy Clerk of the Governmental Unit to attest under sea! of the Governmental Unit, the Commitment Letter, and to deliver the same to the parties thereto, all of the provisions of which, when executed and delivered by the Governmental Unit as authorized herein and by the parties thereto duly authorized, shatlbe deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim. Section 6. AUTHORlZA TION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the fonn attached hereto as Exhibit "e", including the Governmental Unit Note attached thereto, with such changes, alterations and corrections as may be required by the Commitment Letter and a.q may be approved by the Mayor or Vice Mayor of the Governing Body, such approval to be preswned by his execution thereof, is hereby approved by the Governmental Unit, and the Governmental Unit hereby authorizes and directs said Mayor or Vice Mayor to execute and the Clerk of Deputy Clerk of the Governing Body to attest under the seal of the Governmental Unit, the Loan Agreement and the Governmental Unit Note and to deliver to the Bank the Governmental Unit Note, and to deliver to the Sponsor, the A~trator and the Bank executed COWlterparts of the Loan Agreement, all of the provisions of 'Which. when executed and delivered by the Administrator on behalf of the Sponsor as authorized herein and by the Bank duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incotporated verbatim herein, provided that the City shall not be authorized by this Resolution to execute any Loan Agreement which provides the option to call or require repayment at the option of the bank or bondholders. Seetion 7. ISSUANCE OF GOVERNMENTAL UNIT NOTE; SECURITY. The Loan shall be evidenced by the Governmental Unit Note, issued in the amount of not exceeding $6,000,000. The Mayor or Vice Mayor and the Clerk or Deputy Clerk to the Governing Body are hereby authorized to issue and deliver the Governrnental Unit Note, as herein provided, against receipt of the proceeds of the Loan. The Governmental Unit Note shall have such terms and. provisions, shall bear interest at such rates, adjusted in such manner and payable at such times, and shall_ mature.....in such amoWlts on such dates, all as are set forth in the Loan Agreement. Upon -' - issuance, the Governmental Unit Note shall be secured solely by a lien upon and pledge of the Pledged Revenues in the order of priority herein provided. The Governmental Unit hereby pledges, and grants a lien upon, the Pledged Revenues, in favor ofllie holder of the Governmental Unit Note, MAR-02-1995 14: 38 RESOLUTION NO. 95 - 13 P.06 all in the manner set forth in the Loan Agreement and the Governmental Unit Note. Section 8. AUTHORIZA nON OF EXECUTION AND DELIVERY OF INTERLOCAL AGREEMENT. The lnterlocal Agreement, in substantially the form attached hereto as Exhibit "Dlt, with such changes. alterations and corrections as may be required by the Commitment Letter and as may be approved by the Mayor or Vice Mayor of the Governing Body~ such approval to be presumed by his execution thereof, is hereby approved by the Governmental Unit, and the Governmental Unit hereby authorizes and directs said Mayor or Vice Mayor to execute, and the Clerk or Deputy Clerk of the Governing Body to attest under the seal of the Governmental Unit, the Interlocal Agreement and to deliver to the Sponsor. the Administrator and the Bank executed coUnterparts of the lnterlocal Agreement, all of the provisions of which, when executed and delivered by the Sponsor 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 9. NO PERSONAL LIABILITY. No covenan~ stipulation, obligation or agreement herein contained or contained in the Agreements shall be, deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Governmental Unit or the Governing Body in his individual capacity, and neither the members of the Governmental Unit nor any official executing the Agreements or Governmental Unit Note shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Section 10. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Agreements otherwise expressly provided, nothing in this instrument or in the Agreements, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Governmental Unit, the Sponsor, the Administrator, the Bank, and the holders of the Governmental Unit Note, and their respective successors and assigns, any right, remedy or claim, legal or equitable, under and by reason of this instrument or any provision thereof 'Or of the Agreements. this instrument and the Agreements intended to be and being for the sole and exclusive benefit of the Governmental Unit~ the Sponsor, the Administrator, the Bank, -and the holders from time to time of the Governmental Unit Note, and their respective successors and assigns. Section 11. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this instrument, to the execution of the Loan Application, to the execution of the Agreements and the Govemmental Unit Note required by the Constitution or laws of the State of Florida, including the Act, to happen, exist, and be performed precedent to and in the passage hereof, and precedent to the execution of the Loan Application, and precedent to the execution and delivery of the Agreements and the Governmental Unit Note, have happened. exist and have been performed as so required. Section 12. GENERAL AUTHORITY. The members of the Governing Body and the Governmental Unit'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 Application, the MAR-02-1995 14:39 RESOLUTION NO. 95 - 13 P.07 Agreements or the Governmental Unit Note, or desirable or consistent with the requirements hereof or the Loan Application, the Agreements or Governmental Unit Note, for the full, punctual and complete performance of all the terms. covenants and agreements contained in the Loan Application, the Agreements, the Governmental Unit Note, and this instnnnent. Section 13. TInS INSTRUMENT CONSTITUTES A COl\'TR.ACf. The Governmental Unit covenants and agrees that this instrument shall constitute a contract between the Governmental Unit and the holders from time to time of the Governmental Unit Note and that all covenants and agreements set forth herein and in the Agreements and the Governmental Unit Note to be perfonned by the Governmental Unit shall be for the equal and ratable benefit and security of all holders from time to time of the GovemmentalUnifNote. Section 14. FILING OF INTERLOCAL AGREE:MENT. The Interlocal Agreement shall be deemed to be an interlocal agreement between the Govemmental Unit and the Sponsor VYithin the meaning of the Florida Interlocal Cooperation Act of 1969, as amended,. and shall be flIed of record in accordance with. the, provisions of the Florida lnterlocal Cooperation Act of 1969. as amended. Section 15. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the cQvenants, agreements or provisions herein contained shall be held contrary to any express proviSions oflawor 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 pro\'isions 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 or of the Loan Application, the Agreements or the Governmental Unit Note. Section 16. 1\'EGOTIATED SALE NECESSARY. It is hereby found, ascertained, determined and declared by the Governmental Unit that a negotiated borrowing under the Program "is in the best interest of the Governmental Unit and is found to be necessary on the basis of the fonowing reasons as to which specifictindings are hereby made.: (1) A competitive sale of the Governmental Unit Note would in all probability not produce better terms than a negotiated sale particularly in view of the size and timing of such an offering and the CUITeI1t instability of the market for similar instruments. (2) The complex nature of the security for payment oftbe Governmental Unit Note requires a lengthy review of the credit of the Governmental Unit which would be financially impractical for bidders to undertake ina competitive sale context. (3) A negotiated borrowing assures the necessary flexibility to change the maturities, prepayment features and interest rates in order to obtain the most favorable terms in the market. MAR-02-1995 14:40 RESOLUTION NO. 95 - 13 P.08 Section 17. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Mayor, Vice Mayor, Clerk and Deputy Clerk to the Governing Body, the Governmental Unit's Attorney and William L. Zvara, P.A., Bond Counsel, are designated agents of the Governmental Unit in connection with the issuance and delivery of the Govenunental Unit Note and are authorized and empowered, collectively or individually, to talk all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Govenunental Unit 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 oftbis resolution and other actions relating to the Loan Application, the Agreements and the Governmental Unit Note heretofore taken by the Governmental Unit. Section 18~QtJALWtED T AX.EXEMPT OBLIGA nONS. The Governmental Unit hereby represents and finds it reasonably anticipates no more than $10,000,000 of tax-exempt obligations (other than, certain private activity bonds described in the Code) will be issued by the Governmental Unit and its subordinate governmental entities in calendar year 1995. The Governmental Unit hereby directs its Mayor or Vice Mayor to recertify these representations upon issuance of the Governmental Unit Note, and the Governmental Unit Note is hereby designated as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code. Section 19. REPEALING CLAUSE. All resolutions Ol'parts thereof of the Governmental Unit in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 20. EFFECTIVE.DATE. This instrument shall take effect immediately upon its adoption. ~ Date Adopted: March L, 1995. " (SEAL) CITY OF PARKLAND, FLORIDA ~ SAI.: P AGL ,MAYOR ATTESTED: MAR-02-1995 14:35 RESOLUTION NO. 95 - 13 ,~ \J:; P.e2 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, AUTHORIZING THE BORROWING OF NOT EXCEEDING $6,000,000 FROM THE FLORIDA LOCAL GOVERNMENT FINANCE AUTHORITY CAPIT AI.. PROJECTS LOAN PROGRAM TO FINANCE AND REFINANCE CERTAIN QUALIFIED PRO~CTS OF THE GOVERNME1\"TAL UNIT; AUTHORIZING ANDRATlFVING THE SUBMISSIONQF A LOAN APPLICATION; ,AUTHORIZING. AND, RATIFYING EXECUTION AND DELIVERY OF A COMMITMENTLE'ITERj AUTHORIZING TIlE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING THE ISSUANCE OF A NOT EXCEEDING 56,000,000 GOVERNMENTAL UNIT NOTE TO EVIDENCE THE OBLIGATION OF THE GOVERNMENTAL UNIT TO REPAY SUCH LOAN; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES OF THE GOVERNMENTAL UNIT TO SECURE THE REPAYMENT OF THE LOAN AND THE NOTE; FIXING THE TERM AND REPAYMENT PROVISIONS THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT; AUfHORIZING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. , .. ~ WHEREAS, the City Commission (the "Governing Body") of City ofParldand, FlOrida (the "Governmental Unit") is duly authorized pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166 and Section 163.01, Florida Statutes, as amended, and other applicable provisions of law (collectively, the IlAct") to finance or refinance qualified capital projects; and WHEREAS, the Florida Local Government Finance Authority, a public body corporate and politic of the State of Florida (the "Sponsor") h~ established its Capital Projects Loan Program (the "Program") for the purpose of financing or refinancing qualified capital projects for any public agency of a state or local government as described in Section 163.01, Florida Statutes, as amended, having power to own, operate and finance a qualified capital project (the "Participating ,::,: GovemmentafUnits"); and WHEREAS, the Sponsor will fund the Program by the issuance of approximately $6,000,000 aggregate principal amoWlt of its Revenue Bonds (Capital Projects Loan Program) Series MAR-02-1995 14:36 RESOLUTION NO,. 95 - 1 3 P.03 1995A (the "Bonds") pursuant to and secured by Resolution No. 95-3 adopted by the Sponsor on February 6, 1995, as may be amended or supplemented from time to time (the "Bond Resolution"); and WHEREAS, under the provisions of the documents pursuant to wbich the Program was established, the Governmental Unit must submit its application (the "Loan Application") for such funds to Public Financial Administrative Services, Inc., acting on behalf of the Sponsor (the " Administrator") and First Union National Bank of Florida, N .A., ~ initial purchaser of the Bonds (the "'Bank") for review and approval; and WHEREAS, to evidencc;jts,obligation to repay the loan of funds from the Program (the "Loan"), the Governmental Unit will execute and deliver a Loan Agreement (the "Loan Agreement") and a Promissory Note (the "Governmental Unit Note") and as security for the Bonds, the Sponsor has under the Bond Resolution assigned to the Bank all its right, title and interest in the Loan Agreement and in the Governmental Unit Note to be effective upon execution by the Governmental Unit of the Loan Agreement and the Governmental Unit Note (except for the rights reserved by the Sponsor as described in Section 3.9 of the Loan Agreement); and WHEREAS, the Governmental Unit wishes to approve the form of the Loan Application, to identify the capital projects to be [manced with the Loan as the acquisition, construction and improvement of public parks and recreation areas, as further described in the records of the City Clerk and in the Loan Agreement (the "Projects") and provide for the terms and security for the repayment of such funds to the Program; and WHEREAS, to secure its obligation to repay the Governmental Unit Note and the Loan, the G~vemmental Unit wishes to provide for the issuance of the Governmental Unit Note and to pledge as'security for the Governmental Unit Note the franchise fee revenues derived from electric, refuse, telephone and cable television under the ordinances and agreements of the Governmental Unit authorizing the levy and collection of such franchise fees (the "Franchise Fee Revenues")' and the disttibutions to the Governmental Unit (mcluding emergency distributions) of the local government half-cent sales tax under and pursuant to Chapter 218, Part VI7 Florida Statutes, as amended (the "Sales Tax Revenues") as such sources and order of lien priority are more fully set forth in the Loan Application (collectively, the "Pledged Revenues"); and WHEREAS, the Sponsor and Governmental Unit desire to exercise the joint powers, privileges and authority which they share in common to finance or refinance the Projects and will evidence the same by the execution and delivery of an Interloca1 Agreement (the "Interloca1 Agreement"); and _< : WHEREAS, the Oovemmental Unit wishes to approve a commitment letter from the /-- Sponsor (the "Commitment Letter"), approve the form of Loan Agreement and Interloca1 Agreement (collectively, the "Agreements"), to approve the form of Govemmental Unit Note and to authorize the officers and employees of the Governmental Unit to take all action necessary to obtain the MAR-02-1995 14: 37 RESOLUTION NO. 95 - 13 P.04 proceeds of the Loan and complete the financing of the Projects in the manner contemplated by the Agreements, - NOW, THEREFORE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA AS FOLLOWS: Section 1. DEFINITIONS. Terms defined in the preambles hereof shall have the meanings set forth therein. All capitalized tenns used herein which are defmed 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, detennined and declared by the Governing Body' as follows: (A) The Projects identified in the attached Loan Agreement constitute projects within the meaning of the Act and the acquisition and construction of such Projects is necessary and desirable, is in the public interest and will serve a proper public purpose. (B) It is necessary and desirable and in the public interest that the Projects be constructed or acquired at the earliest possible time; however, the Governmental Unit does not have the resources necessary to pay for such Projects from currently available funds. (C) The financing or refinancing of the costs of the Projects from funds borrowed from the Program is in the best interest of the public and will enable the Govenunental Unit to complete or acquire the Projects in a tintely manner to meet the current public need. ..., ~ '. (0) The estimated receipts of the Pledged Revenues are sufficient to timely pay the 'PrinCipal and interest and all other amounts payable with respect to the Loan and the Governmental UMN~. : (E) The Pledged Revenues are not pledged, encumbered or hypothecated by any resolution, agreement, indenture, ordinance or other instrument to which the Governmental Unit is a party or by which it is bound, except as otherwise set forth in the Loan Application. Section3. PROJECI' FINANCING AunIORIZED. The cost of financing or refinancing of the Projects in the mannCt' provided in the Agreements is hereby authorized and approved, in the amount of not exceeding $6,000.000. Section 4. AUTHORIZATION AND RATIFICATION OF FILING LOAN , ,APP~ICA1l0N. The Loan Application with respect to the Program. in substantially the form , -- - attached hereto as Exhibit" A", with such changes, alterations and corrections as may be approved by the Mayor or Vice Mayor of the Governing Body, such approval to be presumed by his execution thereof, is hereby approved and ratified by the Governmental Unit, and the Governmental Unit " MAR-02-1995 14:37 P.es RESOLUTION NO. 95 - 13 hereby authorizes, directs and ratifies such execution of the Loan Application and delivery of the Loan Application to the Administrator under the Program, The provisions of the Loan Application, when executed and delivered by the Governmental Unit as authorized herein, shall be deemed a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Section S. AUTHORIZING AND RATIFYING EXECUTION AND DELIVERY OF COMMITMENT LEITER. The Commitment Letter, in substantially the form attached hereto as Exhibit lIB", with such changes, alterations and corrections as may be required by th.e Sponsor or the Bank and approved by the Mayor or Vice Mayor of the Governmental. Unit, such approval to be presumed by his~~~uy()p, thereof, is hereby approved and ratified by the Governmental Unit, and the Governmenwl U~t h~~by authorizes and directs said Mayor or Vice Mayor to execute, and the Clerk or Deputy Clerk of the Governmental Unit to attest under seal of the' Governmental Unit, the Commitment Letter, and to deliver the same to the parties thereto, all of the provisions of which, when executed and delivered by the Governmental Unit as authorized herein and by the parties thereto duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim. Section 6. AUTHORlZA TION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the fonn attached hereto as Exhibit "e", including the Governmental Unit Note attached thereto, with such changes, alterations and COITeCtions as may be required by the Commitment Letter and as may be approved by the Mayor or Vice Mayor of the Governing' Body, such approval to be presumed by his execution thereof, is hereby approved by the Governmental Unit, and the Governmental Unit hereby authorizes and directs said Mayor or Vice Mayor to execute and the Clerk of Deputy Clerk of the Governing Body to attest under the seal of the Governmental Unit, the Loan Agreement and the Governmental Unit Note and to deliver to the Bank the Governmental Unit Note, and to deliver to the Sponsor, the fi~trator and the Bank executed counterparts of the Loan Agreement, all of the provisions of which, when executed and delivered by the Administrator on behalf of the Sponsor as authorized herein and by the Bank duly authorized., shall be deemed to be a part of this instrument as fu.lly and to the same extent as if incorporated verbatim herein, provided that the City shall not be authorized by this Resolution to execute any Loan Agreement which provides the option to call or require repayment at the option of the bank or bondholders. Section 7. ISSUANCE OF GOVERNMENTAL UNIT NOTE; SECURITY. The Loan shall be evidenced by the Governmental Unit Note, issued in the amount of not exceeding $6,000,000. The Mayor or Vice Mayor and the Clerk or D~puty Clerk to the Governing Body are hereby authorized to issue and deliver the Governmental Unit Note, as herein provided., against receipt of the proceeds of the Loan. The Governmental Unit Note shall have such terms and provisions, shall bear interest at such rates, adjusted in such manner 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 solely by a lien upon and pledge of the Pledged Revenues in the order of priority herein provided. The Govenunental Unit hereby pledges, and grants a lien upon, the Pledged Revenues, in favor ofllie holder of the Governmental Unit Note, " MAR-02-1995 14:38 RESOLUTION NO. 95 - 13 P.la6 aU in the manner set forth in the Loan Agreement and the Governmental Unit Note. Section 8. AUTHORIZA nON OF EXECUTION AND DELIVERY OF INTERLOCAL AGREEMENT. The lnterlocal Agreement, in substantially the fonn attached hereto as Exhibit "0", with such changes, alterations and corrections as may be required by the Commitment Letter and as may be approved by the Mayor or Vice Mayor of the Governing Body, such approval to be presumed by his execution thereof, is hereby approved by the Governmental Unit, and the Governmental Unit hereby authorizes and directs said Mayor or Vice Mayor to execute, and the Clerk or Deputy Clerk of the Governing Body to attest under the seal of the Governmental Unit.tb~ InterlocaJ Agreement and to deliver to the Sponsor, the Administrator and the Bank executed counterparts of the Interlocal Agreement, all of the provisions of which, when executed and delivered by the Sponsor duly authorized. shall be deemed to be a part of this instrn.m.ent as fully and to the same extent as if incorporated verbatim herein. Section 9. 'NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Agreements shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Governmental Unit or the Governing Body in his individual capacity, and neither the members of the Governmental Unit nOT any official executing the Agreements or Governmental Unit Note shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Section 10. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Agreements otherwise expressly provided, nothing in this instnunent or in the Agreements, expressed or implied, is intended or shall be construed to confer upon any person, !inn or corporation other than the Governmental Unit, the Sponsor, the Administrator, the Bank, and the holders of the Governmental Unit Note, and their respective successors and assigns, any right, r!medy or claim, legal or equitable, under and by reason of this instrUment or any provision thereof 'Or of the Agreements, this instrument and the Agreements intended to be and being for the sole and exclusive benefit of the Governmental Unit, the Sponsor, the Administrator, the Bank, :and the holders from time to time of the Governmental Unit Note, and their respective successors and assigns. Section 11. PREREQUISITES PERFORMED. All acts. conditions and things relating to the passage oftbis instrument, to the execution of the Loan Application, to the execUtion of the Agreements and the Governmental Unit Note required by the Constitution or laws of the State of Florida, including the Act, to ha~ exist, and be performed precedent to and in the passage hereof. and precedent to the execution of the Loan Application. and precedent to the execution and delivery of the Agreements and the Governmental Unit Note, have happened, exist and have been performed as so required. -- ..... ,;~..., Section 12. GENERAL AUTHORITY. The members of the Governing Body and the Governmental Unit'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 Application. the " MAR-02-1995 14:39 RBSOLU'fION NO. 95 - 13 P.07 Agreements or the Governmental Unit Note. or desirable or consistent with the requirements hereof or the Loan Application. the Agreements or Governmental Unit Note, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Loan Application, the Agreements, the Governmental Unit Note, and this instIUment. Section 13. nns INSTRUMENT CONSTITUTES A CONTRACf. The Governmental Unit covenants and agrees that this instrument shall constitute a contract between the Governmental Unit and the holders from time to time of the Governmental Unit Note and that all covenants and agreements set forth herein and in the Agreements and the Governmental Unit Note to be performed by the GQY~@IJ,lental Upitshall be for the equal and ratable benefit and security of all holders from time to time of the Governmental Unit Note. Section 14. FJLING OF INTERLOCALAGREE:MENT. The Interlocal Agreement shall be deemed to be an interlocal agreement between the Governmental Unit and the Sponsor ~ithin the meaning of the Florida Interlocal Cooperation Act of 1969, as amended, and shall be flIed of record in accordance with the provisions of the Florida lnterlocal Cooperation Act of 1969 ~ as amended. Section 15. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions oflaw 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 or of the Loan Application, the Agreements or the Goverrunental Unit Note. Section 16. NEGOTIATED SALE NECESSARY. It is hereby found, ascertained, ~etermined and declared by the Governmental Unit that a negotiated borrowing under the Program ""is in the best interest of the Governmental Unit 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 Governmental Unit Note would in all probability not produce better terms than a negotiated sale particularly in view of the size and timing of such an offering and the current instability of the market for similar instroments. (2) The complex nature of the security for payment of the Governmental Unit Note requires a lengthy review of the credit of the Governmental Unit which would be financially impractical for bidders to undertake in a competitive sale context (3) A negotiated borrowing assures the necessary flexibility to change the . maturities, prepayment features and interest rates in order to obtain the most favorable terms in the market. MAR-02-199S 14: 4l2l RESOLUTION NO. 95 - 13 P.08 Section 17. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Mayor, Vice Mayor. Clerk and Deputy Clerk. to the Governing Body, the Governmental Unit's Attorney and William L. Zvara. fI.A., Bond Counsel, are designated agents of the Governmental Unit in connection with the issuance and delivery of the Governmental Unit Note and are authorized and empower~ collectively or indh;dually, to talk all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Governmental Unit 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 Loan Application. the Agreements and the Governmental Unit Note heretofore taken by the Governmental Unit. Section 18. QUALIFIED TAX-EXEMPT OBLIGATIONS. The GovenunentalUnit hereby represents and finds it reasonably anticipates no more than $10,000,000 of tax-exempt obligations (other than certain private activity bonds described in the Code) will be issued by the Governmental Unit and its subordinate governmental entities in calendar year 1995. Tbe Governmental Unit hereby directs its Mayor or Vice Mayor to recertify these representations upon issuance of the Governmental Unit Note, and the Governmental Unit Note is hereby designated as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code. Section 19. REPEALING CLAUSE. All resolutions or parts thereof of the Governmental Unit in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 20. EFFECTIVE DATE. This instrument shall take effect immediately upon its adoption. ... Date Adopted: March L, 1995. .;.. , , (SEAL) CITY OF PARKLAND, FLORIDA sd!!rG~. A TIESTED: ~_'-P_~~ .~~~ S AN ARMSTRONG, CITY CLERK