TITLE
INDUSTRIAL DEVELOPMENT REVENUE BONDS - GOODWILL INDUSTRIES OF NORTH FLORIDA, INC. (B)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF GAINESVILLE, FLORIDA AUTHORIZING THE ISSUANCE OF THE CITY OF GAINESVILLE, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS (GOODWILL INDUSTRIES OF NORTH FLORIDA, INC. PROJECT), SERIES 2010, IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $4,800,000, FOR THE PURPOSE OF MAKING A LOAN OF FUNDS TO GOODWILL INDUSTRIES OF NORTH FLORIDA, INC. RELATED TO THE REFUNDING OF THE JACKSONVILLE ECONOMIC DEVELOPMENT COMMISSION VARIABLE/FIXED RATE DEMAND REVENUE BONDS (GOODWILL INDUSTRIES OF NORTH FLORIDA, INC. PROJECT) SERIES 2003 AND THE FINANCING AND/OR REFINANCING OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN SOCIAL SERVICE CENTER FACILITIES IN THE CITY OF GAINESVILLE, FLORIDA, THE CITY OF JACKSONVILLE, FLORIDA AND FLAGLER COUNTY, FLORIDA; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF GAINESVILLE, FLORIDA, THE CITY OF JACKSONVILLE, FLORIDA, FLAGLER COUNTY, FLORIDA OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH GOODWILL INDUSTRIES OF NORTH FLORIDA, INC. TO PROVIDE SECURITY FOR SUCH BONDS AND FOR OTHER MATTERS THEREIN PROVIDED; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST WITH RESPECT TO THE BONDS; APPOINTING U.S. BANK NATIONAL ASSOCIATION AS INITIAL TRUSTEE UNDER SUCH INDENTURE OF TRUST; AUTHORIZING THE MAYOR OR MAYOR-COMMISSIONER PRO TEM TO AWARD THE SALE OF THE BONDS TO SUNTRUST BANK AND APPROVING THE CONDITIONS AND CRITERIA OF SUCH SALE; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A TAX REGULATORY AGREEMENT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN OTHER DOCUMENTS REQUIRED IN CONNECTION WITH THE FOREGOING; AND PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH.
recommendation
The City Commission adopt the proposed Resolution.
explanation
CITY MANAGER MEMORANDUM
The City Commission previously held a public hearing on January 21, 2010 and adopted Resolution No. 090677 (the "Initial Resolution") that approved (i) the holding of a public hearing regarding the issuance of the bonds and the facilities being financed or refinanced, (ii) the form of a Memorandum of Agreement between the Borrower and the City and the execution and delivery thereof, (iii) the form of an Interlocal Agreement between the City and Flagler County, Florida and the execution and delivery thereof, and (iv) the form of an Interlocal Agreement between the City and the City of Jacksonville, Florida and the execution and delivery thereof.
This Resolution supplements the Initial Resolution and approves the issuance of Industrial Development Revenue Bonds (Goodwill Industries of North Florida, Inc. Project), Series 2010 (the "2010 Bonds"), in an aggregate principal amount not exceeding $4,800,000, for the purpose of making a loan of funds to Goodwill Industries of North Florida, Inc. (the "Borrower") in order to pay all of its obligations under a Loan Agreement dated as of June 1, 2003, between the Borrower and the Jacksonville Economic Development Commission ("JEDC"), thereby refunding the JEDC's Variable/Fixed Rate Demand Revenue Bonds (Goodwill Industries of North Florida, Inc. Project) Series 2003 (which financed social service center facilities in the City of Gainesville, Duval County and Flagler County) and to finance or refinance the acquisition, construction and equipping of improvements to social service center facilities in the City of Gainesville, Florida and the City of Jacksonville, Florida. The 2010 Bonds shall not constitute a debt, liability of obligation of the City of Gainesville, Florida or the State of Florida or any political subdivision thereof, but shall be payable solely from the amounts paid by the Borrower to the City under the terms of a Loan Agreement. This Resolution approves the form of and authorizes: (i) the execution and delivery to SunTrust Bank of the 2010 Bonds, (ii) the execution and delivery of a Trust Indenture between the City and U.S. Bank National Association, as trustee, (iii) the execution and delivery of a Loan Agreement between the City and the Borrower, (iv) the execution and delivery of a Tax Regulatory Agreement and No Arbitrage Certificate between the City and the Borrower, and (v) the execution and delivery of the Interlocal Agreement with the City of Jacksonville, Florida and the Interlocal Agreement with Flagler County, Florida.
The Resolution also waives the requirements of the City's Industrial Development Revenue Bond Policy requiring credit enhancement of the 2010 Bonds and a rating on the 2010 Bonds from a credit rating agency because the 2010 Bonds are being privately placed with SunTrust Bank, which will sign a certificate that it is purchasing the 2010 Bonds as an investment and not with a current intention of remarketing or re-selling the 2010 Bonds.
This matter has been reviewed by the City Manager who also recommends the adoption of this Resolution and issuance of the 2010 Bonds.
Fiscal Impact: All costs and expenses associated with the issuance of these bonds will be paid by the Borrower, Goodwill Industries of North Florida, Inc.
Attachments: Resolution. Due to bulk and size, the Form of Indenture of Trust, Form of Loan Agreement and Form of Tax Regulatory Agreement and No Arbitrage Certificate are on file in the Office of the Clerk of the Commission.