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Item P1 JUN-05-00 16,38 FROM,MONROE COUNTY ATTY OFFICE ID~3052823S1S PAGE 1/1 20:)0/3 BOARD OF COUNTY COMMISSIONERS SITTING AS THE INDUSTRIAL DEVELOPMENT AUTHORITY AGENDA ITEM SUMMARY Meeting Date: June 14, 2000 Division: County Attornev Bulk Item: Yes No x AGENDA ITEM WORDING: In approving this Resolution the Board is sitting as the Industrial Development Authority. The Resolution authorizes the issuance of IDA bonds in an aggregate principal amount not to exceed $1,000,000 to provide Wesley House with funds to acquire and renovate a social service center. The Resolution further approves the form of certain reQuired finanCing documents and authorizes the Mayor to execute certain instruments. Due to the voluminous nature of the IDA Resolution and Exhibits, the exhibits are not provided in the agenda package but are available for inspection at the County Administrator's Office or a copy will be provided to any Commissioner or member of the public reQuesting the same. ITEM BACKGROUND: PREVIOUS RELEVANT ROCC ACTION: The IDA held the federally required public hearing (TEFRA hearing) on May 17, 2000 to discuss the Wesley House bond issue. STAFF RECOMMENDATION: Approval. TOTAL COST: BUDGETED: Yes No Cost to County: APPROVED BY: County Attornev X OMB/Purchasing ~ment DIVISION DIRECTOR APPROVAL ~ DOCUMENTATION: Included x . TO Follow _ Not reQUired _ AGENDA ITEM # j- PI RESOLUTION A RESOLUTION OF THE MEMBERS OF THE MONROE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE AUTHORITY'S INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 2000 (WESLEY HOUSE COMMUNITY CENTER, INC. PROJECT) IN THE AGGREGA TE PRINCIPAL AMOUNT OF NOT EXCEEDING $1,000,000 FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO WESLEY HOUSE COMMUNITY CENTER, INC. (THE "BORROWER") TO PROVIDE FUNDS TO FINANCE AND REFINANCE THE COST OF ACQUISITION, RENOVATION AND RESTORATION OF A SOCIAL SERVICE CENTER TO BE OWNED AND OPERA TED BY THE BORROWER AND TO PAY A PORTION OF THE COSTS OF ISSUING THE BOND; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT, A BOND PURCHASE AND CONSTRUCTION FINANCING AGREEMENT, A MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT, AN ENVIRONMENTAL INDEMNITY AGREEMENT AND AN ASSIGNMENT OF LOAN AGREEMENT, MORTGAGE, PROMISSORY NOTE AND OTHER COLLATERAL; A WARDING THE SALE OF THE BOND BY A NEGOTIATED SALE; AUTHORIZING OFFICIALS OF THE AUTHORITY TO TAKE CERTAIN ACTION IN CONNECTION WITH THE ISSUANCE OF THE BOND; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BOND; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Wesley House Community Center, Inc. (the "Borrower") has requested Monroe County Industrial Development Authority (the "Issuer") to assist the Borrower by the issuance by the Issuer of its Industrial Development Revenue Bond, Series 2000 (Wesley House Community Center, Inc. Project) in an aggregate principal amount of not exceeding $1,000,000 (the "Bond ") and the loan of the proceeds of the Bond to the Borrower to provide funds to fInance and refInance the cost of acquisition, renovation and restoration of a social service center to be owned and operated by the Borrower and to pay a portion of the costs of issuing the Bond; and WHEREAS, the Issuer and the Borrower have received a proposal from First Union National Bank (together with its successors and assigns as registered owner of the Bond, the "Bank") to purchase the Bond, in the form of a Bond Purchase and Construction Financing Agreement to be dated the date of issuance of the Bond (the "Bond Purchase Agreement"); and WHEREAS, it is necessary and desirable to approve the form of and authorize the execution of a Loan Agreement, a Mortgage, Assignment of Rents and Security Agreement, an Assignment of Loan Agreement, Mortgage, Promissory Note and Other Collateral, an Environmental Indemnity Agreement and the Bond Purchase Agreement, and to specify the interest rate, maturity date, prepayment provisions and other details for the Bond; NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE MONROE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY THAT: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution, hereinafter called the "Resolution," is adopted pursuant to Parts II and Ill, Chapter 159, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms used in this Resolution in capitalized form and not otherwise defined herein shall have the meanings specified in the Loan Agreement attached hereto as Exhibit B, in the Mortgage, Assignment of Rents and Security Agreement attached hereto as J;;xhibit C and/or in the Bond Purchase Agreement attached hereto as Exhibit D. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 3. INTERPRETATION. Whenever in this Resolution any governmental unit or body, including the Issuer, or any officer, director, board, department, commission, or agency of a governmental unit or body is defined or referred to, such definition or reference shall be deemed to include the governmental unit or body or officer, director, board, department, commission or agency succeeding to or in whom or which is vested, the functions, rights, powers, duties and obligations of such governmental unit or body or officer, director, board, department, commission or agency, as the case may be, encompassed by this Resolution. Unless the context shall clearly indicate otherwise in this Resolution: (i) references to sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding sections and subdivisions of this Resolution; (ii) the terms "herein," "hereunder," "hereby," "hereto," hereof," and any similar terms, refer to this Resolution only and to this Resolution as a whole and not to any particular section or subdivision hereof; and (iii) the term "heretofore" means before the date of adoption of this Resolution; the word "now" means at the time of enactment of this Resolution; and the term "hereafter" means after the date of adoption of this Resolution. SECTION 4. FINDINGS. Upon consideration of the documents described herein and the information presented to the Issuer at or prior to the date hereof, it is hereby ascertained, determined and declared as follows: A. The Project is appropriate to the needs and circumstances of, and will make a significant contribution to the economic growth of Monroe County, Florida, will provide and preserve gainful employment, and will serve a public purpose, consistent with Article VII, Section lO(c) of the Florida Constitution, by advancing the economic prosperity and the general welfare of the Issuer, the State, and the people thereof, and in particular, the issuance of the Bonds is in 2 the common interest of the people of Monroe County, Florida. As of the date hereof, the Borrower has represented and shown that it is financially responsible and fully capable of and willing to fulfill any obligations which it may incur in connection with the financing of the Project as contemplated by this Resolution. Local government will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom. B. The Issuer hereby fmds that the Loan Agreement makes adequate provision for the operation, repair and maintenance of the Project at the expense of the Borrower and for the payment of the principal and interest on the Bond and all other costs incurred by the Issuer in connection with the Bond and the Project. C. The Issuer has been advised that due to the desire to coordinate the sale of the Bond and due to the limited market for tax-exempt obligations such as the Bond, it is in the best interest of the Borrower to sell the Bond by negotiated sale, and the Issuer, wishing to obtain the best interest rate on the Bond for the benefit of the Borrower, has determined to sell the Bond by negotiated sale to the Bank, permitting the Issuer to enter such market at the most advantageous time, rather than at a specified advertised date, and accordingly it is in the best interest of the Issuer that a negotiated sale of the Bond be authorized. SECTION 5. AUTHORIZATION OF BOND. For the purpose of making the Loan to the Borrower, there is hereby authorized to be issued under this Resolution the Bond in the aggregate principal amount of not to exceed $1,000,000 and to be designated "Monroe County Industrial Development Authority Industrial Development Revenue Bond, Series 2000 (Wesley House Community Center, Inc. Project) (the "Bond"). The Bond shall be issued as a fully registered Bond, shall be dated as of the date of issuance, shall mature, shall bear interest at the rate and shall have such other terms and conditions, and shall be in the form of, the Bond attached hereto as Exhibit A, with such changes, alterations and corrections as may be approved by the Chair, such approval to be conclusively presumed by the execution thereof by the Chair. The Bond shall be issued on such date as shall be mutually agreed upon by the Bank, the Borrower and the Chair. The Bond shall not be issued unless and until the issuance thereof shall have been approved by the Board of County Commissioners of Monroe County, Florida pursuant to Section 125.01(1)(Z), Florida Statues. The Issuer hereby authorized and directs the Chair to execute the Bond and to deliver the same to the Bank, upon payment of the purchase price thereof, all as further provided in the Bond Purchase Agreement. SECTION 6. BOND REGISTER. The Bond shall be registered as to principal and interest in the name of First Union National Bank provided that the Bond may be transferred at the office of the Issuer by surrender of such Bond for cancellation, accompanied by a written instrument of transfer, in form satisfactory to the Issuer, duly executed by the registered owner in person or by his duly authorized agent, and thereupon the Issuer will issue and deliver to the owner thereof at his expense, in the name of the transferee or transferees, a new registered Bond,nhaving the same terms as the Bond so surrendered. Upon any transfer of the Bond the Issuer will 3 keep or cause to be kept a bond register for the registration and transfer of ownership of the Bond, and, upon presentation for such purpose, the Issuer shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred such Bond on the bond register. In every case of a transfer of a Bond, the surrendered Bond shall be canceled by the Issuer. SECTION 7. MUTILATED, LOST, STOLEN OR DESTROYED BOND. In case the Bond shall become mutilated or be lost, stolen or destroyed, the Issuer shall cause to be executed and furnished to the owner a new Bond in exchange and substitution for, and upon the cancellation of, the mutilated Bond or in lieu of and substitution for such lost, stolen or destroyed Bond. In every case the applicant shall furnish evidence satisfactory to the Issuer of the destruction, theft or loss of such Bond and indemnity satisfactory to the Issuer, and the Issuer shall charge the applicant for the issuance of such new Bond an amount sufficient to reimburse it for any expense incurred by it in the issuance thereof. SECTION 8. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer shall cause to be paid, when due, the principal of and the interest on the Bond at the place, on the date and in the manner provided herein and in the Bond according to the true intent and meaning thereof; provided, that it is understood that the Bond is not a general obligation of the Issuer but is a limited obligation payable solely from the Loan Payments received from or on behalf of the Borrower. The Bond shall not be an obligation of the State of Florida or of any political subdivision thereof, other than the Issuer (limited as aforesaid), and any and all payments of any nature thereunder shall be payable only from amounts provided for such purpose under the Bond Documents and not from other funds of the Issuer. SECTION 9. COVENANT TO PERFORM. The Issuer shall faithfully perform at all times all of its covenants, undertakings and agreements contained in this Resolution, in the Bond or in any proceedings of the Issuer pertaining thereto. The Issuer represents that it is duly authorized under the Constitution and laws of the State of Florida, particularly the Act, to issue the Bond and to adopt this Resolution, and to assign the Agreement, the Mortgage and the Note and pledge the revenues, receipts, proceeds and funds derived in respect thereof, in the manner and to the extent herein set forth as security for the Bond; that all action on its part for the issuance of the Bond and the adoption of this Resolution has been duly and effectively taken; and that the Bond will be a valid and enforceable limited obligation of the Issuer according to its terms. SECTION 10. COVENANT AS TO THE BORROWER. The Issuer covenants that it will fulfill its obligations, and it authorizes the Bank to require the Borrower to perform the duties and obligations of the Borrower, under the Agreement, the Mortgage and the Note. The Issuer shall promptly notify the Bank of any actual or alleged Default of which it has actual knowledge and shall not execute or agree to any change, amendment, modification or supplement of or to any Bond Document, except as is provided in the Bond Documents. 4 SECTION 11. ENFORCEMENT OF THE AGREEMENT. The Bank may enforce all obligations of the Borrower, and may exercise all rights (except Unassigned Issuer's Rights) of the Issuer under the Bond Documents whether or not the Issuer is in default hereunder. SECTION 12. FURTHER INSTRUMENTS AND ACTIONS. At the request of the Borrower or the Bank, the Issuer shall execute and deliver such further instruments or take such further actions as may be reasonably required to carry out the purposes of this Resolution and the Bond Documents. SECTION 13. AMENDMENTS. No amendment to this Resolution shall become effective unless and until the Borrower and the Bank shall have consented thereto in writing. SECTION 14. EVENTS OF DEFAULT. Each of the following is hereby defmed as and declared to be and shall constitute an "Default" hereunder: (a) If payment of any installment of principal or interest on the Bond shall not be made when the same shall become due and payable prior to the expiration of any applicable cure period; or (b) If a Default shall have occurred under the Agreement and such Default shall not have been waived by the Bank or remedied. SECTION 15. DECLARATION OF PRINCIPAL AND INTEREST AS DUE. Upon the occurrence of a Default and at any time thereafter while such Default shall continue, the Bank may by written notice to the Issuer and the Borrower declare the principal of the Bond, together with all accrued and unpaid interest thereon, if not already due, to be due and payable immediately, and upon any such declaration the same shall become and be due and payable immediately, anything in this Resolution or in the Bond contained to the contrary notwithstanding. SECTION 16. ACTION BY BANK UPON OCCURRENCE OF DEFAULT. Upon the occurrence of a Default and at any time thereafter while such default shall continue, then in every such case the Bank may pursue any available remedy at law or in equity to enforce the payment of the principal of and interest on the Bond and any covenant or agreement contained in this Resolution, or to enforce any other legal or equitable right or remedy vested in the holder of the Bond by this Resolution or by the Agreement or by said laws. In the enforcement of any remedy under this Resolution the Bank shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any Default becoming, and at any time remaining, due from the Issuer and unpaid for principal, interest or otherwise under any of the provisions of this Resolution or of the Bond, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bond, without prejudice to any other right or remedy of the Bank, and to recover and enforce judgment or decree for any portion of such amounts remaining unpaid, with interest, costs and expenses, and to collect in any manner provided by law, the moneys adjudged or decreed to be payable. 5 SECTION 17. DISCHARGE OF BOND. If the Issuer or the Borrower shall pay and discharge the entire indebtedness on the Bond by fully paying or causing to be paid the principal of and interest on the Bond, as and when the same become due and payable and if the Issuer or the Borrower shall also payor provide for the payment of all other sums payable hereunder by the Issuer or the Borrower, then and in that case this Resolution shall cease, determine and become null and void as to the Bond. SECTION 18. LIMITED LIABILITY OF ISSUER. Anything in this Resolution or the Bond Documents to the contrary notwithstanding, the performance by the Issuer of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all covenants, agreements and promises made by it hereunder, and the liability of the Issuer for all warranties and other covenants hereunder, shall be limited solely to the Loan Payments and other revenues and receipts derived from the Bond Documents, and the Issuer shall not be required to effectuate any of its duties, obligations, powers or covenants hereunder except to the extent of such Loan Payments and other revenues and receipts. SECTION 19. NO PERSONAL LIABILITY. No recourse under or upon any obligation, covenant or agreement contained in this Resolution, the Bond, any other Bond Document or under any judgment obtained against the Issuer or Monroe County, Florida (the "County"), or by the enforcement of any assessment or by legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, under or independent of this Resolution, shall be had against any member, agent, employee or officer, as such, past, present or future, of the Issuer or County, either directly or through the Issuer or County, or otherwise, for the payment for or to the Issuer or County or any receiver thereof, or for or to the holder of the Bond or otherwise of any sum that may be due and unpaid by the Issuer or County upon the Bond. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any member or officer, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the Issuer or County or any receiver thereof, or for or to the holder of the Bond or otherwise, of any sum that may remain due and unpaid upon the Bond is hereby expressly waived and released as a condition of and in consideration for the execution of this Resolution and the issuance of the Bond. SECTION 20. BOND NOT A DEBT OF STATE OR ISSUER. None of the State of Florida, the County, any political subdivision thereof, or the Issuer shall in any event be liable for the payment of the principal of or interest on the Bond, except that the Issuer shall be liable to pay from the special sources as herein established and provided. The Bond issued hereunder shall never constitute an indebtedness of the State of Florida or of any political subdivision of the State of Florida or of the County or Issuer within the meaning of any state constitutional provisions or statutory limitation and shall never constitute or give rise to the pecuniary liability of the State of Florida or any political subdivision thereof, the County or of the Issuer or a charge against their general credit. The holder of the Bond shall not have the right to compel any exercise of the ad valorem taxing power of the State of Florida or of any political subdivision of said State to pay the Bond or the interest thereon. 6 SECTION 21. LAWS GOVERNING. This Resolution shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Florida. SECTION 22. THE BOND DOCUMENTS. The Agreement, the Mortgage, the Bond Purchase Agreement, the Assignment and the Environmental Indemnity, respectively, in the forms thereof attached hereto as Exhibits B through F, respectively, with such changes, alterations and corrections as may be approved by the Chair, such approval to be conclusively presumed by the execution thereof by the Chair, are hereby approved by the Issuer, and the Issuer hereby authorizes and directs the Chair to execute such Bond Documents, simultaneous with the issuance of the Bond, and to deliver the Bond Documents to the Borrower all of the provisions of which, when executed and delivered by the Issuer 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. It is not necessary for the seal of the Issuer to be impressed upon any Bond Document. SECTION 23. SALE OF BOND: EXECUTION AND DELIVERY OF THE BOND PURCHASE AGREEMENT. The Bond is hereby awarded to the Bank upon the terms and conditions set forth in the Bond Purchase Agreement, a copy of which is attached hereto as Exhibit D. Prior to the execution of the Bond Purchase Agreement the Bank shall file with the Issuer the disclosure and truth-in-bonding statements required by Section 218.385, Florida Statutes, and competitive bidding for the Bond is hereby waived. SECTION 24. NO THIRD PARTY BENEFICIARIES. Except as herein or in the documents herein mentioned otherwise expressly provided, nothing in this Resolution or in such documents, express or implied, is intended or shall be construed to confer upon any Person other than the Issuer, the Bank and the Borrower any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or of such documents; this Resolution and such documents being intended to be and being for the sole and exclusive benefit of such parties. SECTION 25. PREREQUISITES PERFORMED. All acts, conditions and prerequisites relating to the passage of this Resolution and required by the Constitution or laws of the State of Florida to happen, exist and be performed precedent to and in the passage hereof have happened, exist and have been performed as so required. SECTION 26. GENERAL AUTHORITY. The Chair and the other officers and employees of the Issuer are hereby authorized to do all acts and things required of them by this Resolution and the other Bond Documents or desirable or consistent with the requirements hereof or thereof, for the full punctual and complete performance of all terms, covenants and agreements contained in the Bond, this Resolution and the other Bond Documents. SECTION 27. RESOLUTION CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this Resolution shall constitute a contract between the Issuer and the holders from time to time of the Bond and that all covenants and agreements set forth herein and in the Bond Documents and to be performed by the Issuer shall be for the benefit and security of the holder of the Bond. 7 SECTION 28. SEVERABILITY. If anyone or more of the covenants, agreements, or provisions contained herein or in the Bond 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 hereof and thereof and shall in no way affect the validity of any of the other provisions of this Resolution or of the Bond. SECTION 29. COVENANT REGARDING TAX STATUS OF BOND. The Issuer covenants that it will not knowingly take any action, or knowingly fail to take any action, and will not fail to take any action reasonably requested by the Bank or the Borrower, and will not take any action which the Bank or the Borrower reasonably requests it not to take, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the Bond for federal income tax purposes. SECTION 30. NOTICES. Any notice, request, complaint, demand, communication or other paper given under or with respect to any Bond Document shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail to the Notice Address of the Issuer. SECTION 31. REPEALER. All resolutions or ordinances or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of any such conflict, hereby superseded and repealed. SECTION 32. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage and adoption. SECTION 33. LIMITED APPROVAL. The approval given herein shall not be construed as (i) an endorsement of the creditworthiness of the Borrower or the financial viability of the Project, (ii) a recommendation to any prospective purchaser of the Bond, (iii) an evaluation of the likelihood of the repayment of the debt service on the Bond, or (iv) an approval of any necessary re-zoning applications nor for any other regulatory permits relating to the Project and the Issuer shall not be construed by reason of its adoption of this resolution to have made any such endorsement, fmding or recommendation or to have waived any of the County's or Issuer's rights or estopping the County or the Issuer from asserting any rights or responsibilities it may have in that regard. MONROE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY By: Chair Approved as to form and legal sufficiency: James. T. Hendrick, Authority Attorney G: \06208\165\resolution(2). wpd 8 EXHmIT A FORM OF BOND EXHIBIT B LOAN AGREEMENT . -,.~'~,._-_.~-,,_._,.__.,--,_.~--_..~.~ EXHIBIT C MORTGAGE AND SECURITY AGREEMENT -"--'""__"~"'_'__'~"d'_",~___"__""",,,___ EXHIBIT D BOND PURCHASE AGREEMENT EXHIBIT E ASSIGNMENT EXHIBIT F ENVIRONMENTAL INDEMNITY