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R-2020-15RESOLUTION NO. 2020"15 A RESOLUTION OF THE MIAMI SHORES VILLAGE COUNCIL AUTHORIZING THE BORROWING OF NOT EXCEEDING　$3,760,000　FROM THE POOLED COMMERCIAL PAPER LOAN PROGRAM OF THE FLORIDA LO CAL G OVERNMENT FINANCE COMMISSION PURSUANT TO THE TERIMS OF THE LOAN AGREEMENT AMONG MIAMI SHORES VILLAGE, JPMORGAN CHASE BANK, N.A. AND THE F LORIDA L O CAL G OVERNMENT F INANCE COMMISSION, IN ORDER TO REFINANCE LOANS PREVIOUSLY MADE TO FINANCE VARIOUS CAPITAL IMPROVEMENT S WITHIN THE VILLA GE ; AUTHORIZING THE EXECUTION OF A LOAN NOTE OR LOAN NOTES TO EVIDENCE SUCH BORROWING AND AGREEING TO SECURE SUCH BORROWING WITH A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON -AD VAL O REM REVENUES OF THE VILLAGE, ALL AS PROVIDED IN THE LOAN AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO EFFECT SUCH BORROWING; AND PROVIDENG AN EFFECTIVE DATE. ⅧEREAS, the Commission (as defined in Section l below) has been estal)1ished for the principal puapose of issuing commercial paper notes in order to provide funds to Ioan to public agencies, SuCh as the Public Agency (as defined in Section l below), desiring to finance the cost of acqulrmg, COnStruCting and equipping capital improvements and to finance other govemmental needs. WHEREAS, in furtherance ofthe foregoing, the Commission sha11 issue, from time to time, COmmerCial paper notes to be known as ’’FIorida Local Goverrment Finance Commission Pooled Commercial Paper Notes, Series A (Govemmental Issue)’’pursuant to the Program (as defined in Section l below) and shal=oan the proceeds of such Series A Notes (as defined in Section l below) to public agencies, including the Public Agency. WHEREAS, PurSuant tO the au血ority ofthe Act (as defined in Section l below), the Commission has agreed to Ioan, from time to time, tO the Public Agency such amounts as shall be authorized herein and in the Loan Agreement (as de丘ned in Section l below) in Order to enal)le the Public Agency to finance, refinance and/or reimburse血e costs of the acquisition, COnStruCtion and equipping ofvarious capital improvements, including PrQject A-1. WHEREAS, the proceeds ofLoan No. A-1-1 and Loan No. A-1-2 were used to 宜nance a portion ofthe costs ofPr句ect A-1. WHEREAS the Public Agency desires to re丘nance血e principal amount of Loan No. A-1-1 and Loan No. A-1-2 that is coming due on September l, 2020, all in accordance with the terms hereof WHEREAS, the Public Agency hereby detemines that provision of funds by the Commission to the Public Agency in the fom ofthe Loan No. A-1-3 pursuant to the tems Ofthe Loan Agreement and血e re宜nancmg OfLoan No. A-1輸1 and Loan No. A-1-2 will assist in the development and maintenance of the public welfare of the residents of the Public Agency, and shall serve a public purpose by improving the p血lic health and living COnditions, and providing govemmental services, facilities and programs and will promote the most e縦cient and economical development of such services, facilities and programs. WHEREAS, the Loan No. A-1-3 shall be repaid solely血om血e Designated Revenues (as de宜ned in Section l below) as provided herein and in the Loan Agreement. The ad valorem taxing power of the Public Agency wi11 never be necessary or authorized to make the Loan Repayments (as de丘ned in Section l below). WHEREAS’due to the potential volatility ofthe market for tax-eXemPt Obligations SuCh as the Loan Note or Loan Notes (as defined in the Loan Agreement) to be issued evidencing Loan No. A-1 -3, the complexity ofthe transactions relating to such Loan Note Or Loan Notes and the uniqueness of the Program, it is in the best interest of the Public Agency to deliver the Loan Note or Loan Notes to血e Commission pursuant to the Program by a negotiated sale pursuant to Section 218.385(1), FIorida Statutes, a11owing the Public Agency to utilize the Program in which it participates fi-Om time to t王me and to enter血e market at the most advantageous time, rather than at a spec綿ed advertised date, thereby Pemitting the Public Agency to obtain the best possible phce, issuance costs and interest rate for such Loan Note or Loan Notes. NOW THEREFORE, BE IT RESOLVED BY THE MIAMI SHORES VILLAGE COUNCIL : Section l. De範nitions. Unless the context ofuse indicates ano血er meanmg Or intent, the following words and tems as used in this Reso量ution shall have the following meanmgS. Capitalized tems not o血erwise defined herein shall have the meanmgS aSCribed thereto in the hereinafter defined Loan Agreement. ’’Act’’means, CO11ectively, Part I, Chapter 166, FIorida Statutes, Part I, Chapter 1 63, FIohda Statutes, and all o血er applicable provisions oflaw. i,Additional PaymentsII means the payments required to be made by血e Public Agency pursuant to Sections 5.02(b), 5.02(c), 5.02(d), 5.05, 6.06(e) and 8.04 of血e Loan Agre em ent. ’’Bank’’means JPMorgan Chase Bank, N.A., and any successors thereto. ilClerklI means血e Vi11age Clerk of the Public Agency and such other person as may be duly authorized to act on his or her behalf ’’Commission’’means the FIorida Local Goverrment Finance Commission, and any asslgnS Or SuCCeSSOrS thereto. 11CouncillI means the Village Council ofthe Put)1ic Agency. ’’Designated Revenues“ means (l) the Public Agency Moneys, and (2)血e PrOCeeds of the Loan pending the application thereof ’’Loan’’means the loan to be made by the Commission to the Public Agency from PrOCeeds of the Series A Notes in accordance with the terms of this Resolution and ofthe Loan Agreement. 11Loan Agreementll means the Loan Agreement dated as of January 21, 2016, among the Public Agency,血e Commission and血e Bank, aS the same may be amended and supplemented. Loan No・ A-1-1 means the Loan designated as ’’Loan No. A-1-l’一the proceeds of Which were used to finance a portion of the costs ofPr句ect A-1. Loan No. A-1-2 means the Loan designated as ’’Loan No. A-1-2一’the proceeds of Which were used to宜nance a portion ofthe costs ofPrQject A-1. Loan No. A-1-3 means the loan designated as ’’Loan No. A-1-3一’the proceeds of Which shall be used to re五nance Loan No. A-1-1 and Loan No. A-1-2. "Loan Rate一一has the meanmg Set for血in the Loan Agreement. ”Loan Repayments’’or一’Repayments一’means the payments of phncipal and interest on the Loan Amounts payable by the Public Agency pursuant to the provisions of the Loan Agreement and all o血er payments, including Additional Payments, Payable by the Public Agency pursuant to the provisions ofthe Loan Agreement. ’’Non-Ad Valorem Revenues一一means all legally availatle revenues of the Public Agency derived from any source whatsoever other than ad valorem taxation on real and PerSOnal property, Which are legally available to make血e Loan Repayments required in the Loan Agreement. llProgramll means血e Pooled Com皿ercial Paper Loan Program established by血e Commission for which血e Bank currently provides the Credit Facility. ’’Prqiect A-1’’means the installation of low pressure sewers and upgrading the existing water mains to 12一一diameter pipes within the downtown business dis血ct, aS generally deschbed in Resolution No. 1562-15 adopted by血e Public Agency on山1y 7, 2015, and as more particularly described in the plans and specifications on珊e with the Public Agency and as the same may be amended and modified from time to time. 11Public Agencyli means Miami Shores Village, F萱ohda, a municipal coxporation duly organized and validly existing under the laws of the State of FIorida. 11Public Agency Moneysll shall mean the moneys budgeted and appropriated by the Public Agency from Non-Ad Valorem Revenues for payment ofthe Loan Repayments PurSuant tO the Public Agency-s covenant to budget and appropriate such Non-Ad Valorem Revenues contained in Section 6.04 ofthe Loan Agreement. Repayment Schedulell means the schedule ofRepayments ofthe Loan as provided in Exhibit A attached hereto, aS the same may be amended or modified from time to time. ilResolutionIl means this Resolution, aS the same may from time to ti皿e be amended, mOdified or supplemented. ” Series A Notes’’means the Commission’s Pooled Commercial Paper Notes, Series A (Govemmental Issue), tO be issued from time to time by the Commission. ’’VilIage Manager一一means the Village Manager ofthe Public Agency. The tems一’herein,’一’’hereunder,一口’hereby,’’’’hereto,一一一一hereof;一一and any similar terms, Shall refer to this Resolution; the term一一heretofore一一shall mean before the date of adoption ofthis Resolution; and the tem "hereafter一一shall mean after the date of adoption of this Resolution. Words importing the mascu血e gender include every o血er gender. Words importing the singular number include the plural number, and vice versa. Section 2・ Authority For Resolution. This Resolution is adopted pursuant to the provisions ofthe Act. Section 3. Terms ofLoan. The Public Agency hereby approves ofthe Loan in an aggregate principal amount of not exceeding $3,760,000 for the puIPOSeS Ofproviding the Public Agency with su飾cient funds to refinance Loan No. A-1 -1 and Loan No. A置1 -2. The Village Manager and the Clerk are hereby au血orized to execute, Seal and deliver on behalf ofthe Public Agency a Loan Note or Loan Notes and other documents, instrunents, agreements and certificates necessary or desirable to effectuate the Loan as provided in the Loan Agreement. The Loan Note or Loan Notes w皿respect to Loan No. A-1-3 sha11 reflect the terms of the Loan or draws made on account of血e Loan and shall be Substantially in the fom attached to the Loan Agreement as Exhibit D. The Village Manager shall detemine the amount and timing of funding of Loan No. A-1-3 in accordance with血e tems of the Loan Agreement as shall be detemined necessary to refinance Loan No. A-1-1 and Loan No. A-1-2. The repayment ofthe Loan or血e draws made on account of the Loan shall be made in accordance with the Repayment Schedule PrOVided in Exhibit A attached hereto and the tems ofthe Loan Agreement or at such other time or times as sha11 be detemined by血e Village Manager as pemitted by the Loan Agreement, and provided the final payment shall not be later than宜ve years from the date Of the applicable Loan or draw. The Loan is subject to mandatory prepayment in accordance with Section 5.06 of the Loan Agreement・ Draws made in regard to血e Loan Shall bear interest at血e Loan Rate in accordance with the tems of血e Loan Agreement. The Public Agency further agrees to make all Loan Repayments required of it pursuant to the tems of the Loan Agreement. The letter of credit fee with respect to the Loan shall equa1 95 basis points. Section 4・ Authorization of Re範nancing. The Public Agency does hereby authorize re丘nancing ofLoan No. A-1-1 and Loan No. A細1-2 in accordance w血the tems hereofand Loan No. A-1-3. Section 5・　Security for the Loan. The Public Agency’s obligation to repay the Loan will be secured by a p量edge ofand lien upon the Designated Revenues in accordance With the tems ofthe Loan Agreement. The obligation ofthe Public Agency to repay the Loan shall not be deemed a pledge of the faith and credit or taxing power of the Public Agency and such obligation shall not create a lien on any property whatsoever of or in the Public Agency other than the Designated Revenues. Section 6. Reso量ution to Constitute Contract. In consideration ofthe making Ofthe Loan by the Commission, this Resolution sha11 be deemed to be and sha11 constitute a contract between (i) the Public Agency and (ii) the Corrmission and the Bank. Section 7.　GeneralAuthority. The members ofthe Council andthe o縦cers and a備OmeyS Of the Public Agency are hereby authohzed to do all acts and血ings required of them by this Resolution and the Loan Agreement, Or desirable or consistent with the requlrementS Of this Resolution and the Loan Agreement, for the fu11, PunCtual and COmPlete perfomance of all the tems, COVenantS and agreements contained in this Resolution and the Loan Agreement, and each council member, attOmey and o飾cer ofthe Public Agency or its Council is hereby au血orized to execute and deliver any and all p糾〕erS and instruments and to do and cause to be done any and a11 acts and things necessary or PrOPer for carrymg Out the transactions contemplated by this Resolution and the Loan Agre em ent. Section 8. SeverabiIity・ If any one or more of the covenants, agreementS Or PrOVisions herein contained shall be held contrary to any express provision 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血e remammg COVenantS, agreementS Or PrOVisions and shall in no way affect the validity of any of the Other provisions hereof Section 9. Repeal ofInconsistent ResoIutions. A11 resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. Section lO. Effec慣ve Date. This Resolution shall take eifect immediately upon its adoption. PASSED AND APPROVED ADOPTED THIS 21 ST DAY OF JULY, 2020. 「i博しVo丁とS鼻でA寄oP丁的物　音　臆臆　臆臆臆臆 Co肌c舶e蘭be「 §e孤Brady　　　絶壁 Counc観舶e請書輪「 S章ephe∩し0師edo　迫 Counc鉦Me爪膝「 」o調報ha照舶句に　　Yes VICき-M ayo「 A庇e B∬Ch　　　　　　並婆 Mayor Crys軸Wagar　　　　　　遮査 EXHIBIT A PROPOSED REPAYMENT SCHEDULE The principal of the Loan sha11 be repaid as fo11ows (or on such other date or dates and in such a皿o皿tS aS the Village M狐ager Shall detemine): Date September 7, 2021 September 6, 2022 September 5, 2023 September 3, 2024 September 2, 2025 Princioal Amount $ 60,000 60,000 60,000 60,000 3 ,520,000 The Loan is s巾ject to mandatory prepayment in accordance with Section 5.06 ofthe Loan Agre em ent.