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2006-R-01 '-" ..",., RESOLUTION NO. 2006-R-01 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH BANK OF AMERICA, N.A. TO PROVIDE THE CITY WITH A LOAN NOT EXCEEDING $500,000 TO FINANCE THE COST OF THE ACQUISITION, CONSTRUCTION AND INST ALLA TION OF A NEW ANIMAL ADOPTION AND RESCUE FACILITY IN AND FOR THE CITY, AUTHORIZING THE ISSUANCE OF A NOTE IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $500,000 TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE PAYMENT OF SAID NOTE FROM AD VALOREM TAXATION LIMITED TO .06 MILLS ON ALL TAXABLE PROPERTY IN THE CITY; REAFFIRMING THE LEVY OF SUCH AD VALOREM T AX; DESIGNATING SUCH NOTE FOR THE EXCEPTION TO THE PROVISIONS CONT AINED IN THE INTERNAL REVENUE CODE OF 1986 WHICH DENY FINANCIAL INSTITUTIONS ANY DEDUCTIONS FOR INTEREST EXPENSE ALLOCABLE TO TAX-EXEMPT OBLIGATIONS; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEW A TER, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared: A) The City of Edgewater, Florida (the "City"), deems it necessary, desirable and in the best interests of the City that the City undertake the acquisition, construction and installation of a new animal adoption and rescue facility for the City, as more particularly described in the Loan Agreement (as defined herein) and all in accordance with the plans and specifications on file or to be on file with the City, as the same may be modified from time to time (the "Project"). B) On February 13,2006, the City adopted a resolution approving the proposal for a not to exceed $500,000 loan (the "Loan") from Bank of America, N.A. (the "Bank"), the proceeds of which will be applied to finance the cost of the Project. 2006-R-01 1 ,.., ...." C) The Loan will be secured by the Loan Agreement pursuant to which the City will issue a note (the "Note") to secure the repayment of the Loan. D) The City issued a request for proposals ("RFP") to provide the Loan, advertised notice of the RFP in a newspaper of general circulation in the City, analyzed the responses received with the City's financial advisor and selected the financial institution providing the most competitive proposal and lowest interest rate for the Note and, accordingly, the City Council finds and determines that it is in the best financial interest of the City that the sale of the Note be awarded pursuant to this competitive process. E) The costs of the Project in an amount not to exceed $500,000 will be financed from the proceeds of the Loan. F) The Loan will be repaid solely from the Pledged Funds (as defined in the Loan Agreement). Such Pledged Funds include, but are not limited to, ad valorem tax revenues at a maximum millage rate of .06 mills and moneys budgeted and appropriated pursuant to the Loan Agreement. G) On November 2, 2004, the City held a referendum election pursuant to which the voters of the City approved to levy of ad valorem taxes at a maximum millage rate of .06 mills on all taxable property in the City, to provide for the repayment of such Loan. H) Notice of the referendum election was duly published on July 9, 2004 and July 23, 2004, in the The Observer, a newspaper of general circulation in the New Smyrna Beach, Florida and in V olusia County, Florida. I) It is not reasonably anticipated that more than $1 0,000,000 of tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") will be issued by the City in calendar year 2006. SECTION 3. AUTHORIZATION OF THE PROJECT. The City does hereby authorize the Project. SECTION 4. AUTHORIZATION OF LOAN AGREEMENT. The Loan and the repayment of the Loan by the City shall be pursuant to the terms and provisions of a Loan Agreement. The City hereby authorizes the Mayor or the Vice Mayor of the City (the "Mayor") and the City Clerk or the Assistant City Clerk of the City (the "City Clerk") to execute and deliver on behalf of the City the Loan Agreement by and between the City and the Bank substantially in the form attached hereto as Exhibit A (the "Loan Agreement"), with such changes, insertions and additions as they may approve, their execution thereof being evidence of such approval. SECTION 5. AUTHORIZATION OF NOTE TO FINANCE THE COST OF THE PROJECT. The City does hereby authorize the issuance of a Limited General Obligation Note (the "Note") in the principal amount of not exceeding $500,000 for the purpose of providing the City with sufficient funds to finance the cost of the Project. The Mayor and City Clerk are hereby 2006-R-Ol 2 ~ ...." authorized to execute, seal and deliver on behalf of the City, the Note and other documents, instruments, agreements and certificates necessary or desirable to effectuate the Loan as provided in the Loan Agreement. The Note shall be issued in the principal amount (not exceeding $500,000), shall bear interest at the initial interest rate (not exceeding 3.845%), shall have a final maturity date (not later than July 1, 2026) and shall have such other terms, all as set forth in the Loan Agreement and the Note authorized herein and executed and delivered in connection with Loan. SECTION 6. REAFFIRMATION OF LEVY OF AD VALOREM TAX. Pursuant to and in accordance with the voter referendum, the City hereby reaffirms the levy of a maximum millage rate of .06 mills on all taxable property in the City, to provide for the repayment of the Loan. SECTION 7. DESIGNATION OF NOTE AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The City hereby designates the Note described in SECTION 5 hereof as a "qualified tax-exempt obligation" under Section 265(b)(3) ofthe Code. This designation is based upon the findings of the City set forth in SECTION 2(1) of this Resolution and the Mayor is authorized to recertify such finding upon the issuance of the Note. The City acknowledges that any action which adversely impacts the status of the Note as a "qualified tax-exempt obligation" will result in an upward adjustment to the interest rate on the Note. SECTION 8. LIMITED OBLIGATION. The Note is a limited obligation of the City and the payment and principal thereof shall be payable from and secured as set forth in this section. While the Note is outstanding and unpaid, the City is and shall be irrevocably and unconditionally obligated to levy and endeavor to collect ad valorem taxes in an amount not to exceed .06 mills per year on all of the taxable property within the City, sufficient in amount together with other available moneys, to pay all principal of and interest on the Note as the same shall become due at maturity. SECTION 9. GENERAL AUTHORIZATION. The Mayor and City Clerk and other employees or agents of the City are authorized to execute and deliver such documents, instruments and contracts, and are hereby authorized and directed to do all acts and things required hereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. 2006-R-Ol 3 02 PASSED, APPROVED AND ADOPTED this 27°day of February, 2006. After Motion by Councilwoman Lichteiand Second by Councilwoman Rhodes the vote on this resolution was as follows: Mayor Mike Thomas Councilman Debra J. Rogers Councilman Dennis A. Vincenzi Councilwoman Harriet E. Rhodes Councilwoman Judy Lichter For the use and reliance only by the City of Edgewater, Florida. Approved as to form and legality by: Paul E. Rosenthal, Esquire City Attorney Foley & Lardner, LLP 2006-R-01 4 AYE NAY x Y x x CITY COUNCIL OF THE CITY OF DGEW FL A I By; ike as ayor Robin L. Matusick Paralegal Approved by the City Council of the City of Edgewater at a meeting held on this 27th day of February, 2006 under Agenda Item No. 6 c . -., 2006-R-Ol ,..., Exhibit A Loan Agreement 5