HomeMy WebLinkAbout2000 03 27 Regular E Resolution 2000-07 Reimbursements
COMMISSION AGENDA
ITEM
E
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR
x
March 27,2000
Meeting
MG IDEPT
Authorization
REQUEST: City Manager Requesting Approval of Resolution #2000-07
PURPOSE: The purpose of this Board item is for the City Commission to adopt Resolution
#2000-07 which allows the City reimburse itself for expenditures related to the
Oak Forest Wall and Beautification Improvements, Recreational Facility
Improvements, Financial Software and Equipment and Medical Transport Vehicles
made prior to the issuance of the Note for said improvements.
CONSIDERA TIONS:
This resolution is needed to provide for the reimbursement to the City of funds
advanced prior to the issuance of the Note for the improvements listed below. The
estimated cost of the projects for which advance funding has or may occur are:
Oak Forest Wall and Beautification Improvements
Financial Equipment and Software
Medical Transport Unit
Recreational Facility Improvements (soccer lighting)
$725,000
$400,000
$150,000
$125.000
$1,400,000
FUNDING:
None required. Debt service for the note will be from nonad-valorem revenues.
RECOMMENDA TIONS:
It is rec.ommended that the City Commission adopt Resolution 2000-07 to allow
for the reimbursement of funds advanced of certain equipment and improvements.
March 27, 2000
Regular Agenda Item E
Page 2
ATTACHMENTS:
1. Resolution 2000-07
2. March 8, 2000 letter from Nationsbank
COM.MISSION ACTION:
A TT ACHMENT NO. 1
RESOLUTION NO. 2000-07
RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA WITH
RESPECT TO THE FINANCING OF CITY OWNED EQUIPMENT AND
IMPROVEMENTS CONSISTING OF THE OAK FOREST SUBDIVISION
W ALL AND BEAUTlFICA TION IMPROVEMENTS, RECREATIONAL
FACILITY IMPROVEMENTS, FINANCIAL SOFTWARE AND
EQULPMENT, AND MEDICAL TRANSPORT VEHICLE WITH CERTAIN
PROCEEDS OF THE CITY'S CAPITAL IMPROVEMENT DEBT AS
SET FORTH IN A MARCH 8,2000 LETTER OF NATIONSBANK,
N.A.; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED, by the City Commission of the City of Winter Springs, Florida as follows:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant
to provisions of Chapter 166, Florida Statutes, as amended (collectively, the "Act"), and other
applicable laws and is an "Official Intent" within the meaning of Treasury Regulations 1.150-2.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is intended to provide a
declaration of intent by the City of Winter Springs, Florida (the "Issuer"), prior to the issuance by the
Issuer of certain capital improvement debt (the "Notell), to reimburse itself from certain proceeds of
the Note for certain Iloriginal expenditures" paid by the Issuer prior to the issuance of the Note for the
acquisition and construction of city owned improvements and equipment more specifically described
as the Oak Forest Wall and Beautification Improvements, Recreational Facility Improvements,
Financial Software and Equipment, and Medical Transport Vehicle, (collectively, the "Projectsll).
SECTION 3. FINDINGS. It is hereby found, ascertained and declared that:
(A) None of the expenditures constituting the Projects and to be financed with
proceeds of the Note, other than any expenditures constituting de minimis or preliminary
expenditures within the meaning of treasury regulation 1.150-2(f)(I) and (2), have been paid
more than sixty (60) days prior to the effective date of the Resolution; and
(B) All expenditures constituting the Projects arc capital expenditures or an
expenditure otherwise described in Treasury Regulation 1.150-2(d)(3); and
(C) The Issuer reasonably expects to issue the Note to reimburse the Issuer for original
expenditures incurred in regard to the Projects.
SECTION 4. TERM OF RESOLUTION. This Resolution shall automatically expire
three (3) years less sixty (60) days from its effective date or otherwise in accordance with Treasury
Regulation 1.150-2.
SECTION 5. REPEALING CLAUSE. All resolutions or orders and parts thereof in
conflict herewith, to the extent of such contlicts, are hereby superseded and repealed.
SECTION 6. EFFECTIVE DATE. This resolution shall take effect imme,diately upon
approval by the Authority.
ADOPTED this 27th day of March, 2000.
(SEAL)
A TrEST:
(~;a~rk -k~b--
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ed as to form aHa (J5I.t3f~t
MAR 08 2000 15: 52 FR t,jAT IONSBAt-If( ORL
Commercial Banking
FLO-SOO -07 .07
390 North Oral\(:e Avenue. Suite 700
Orlando, FL 32801.HlI\O
407 420 281'3
A TT ACHMENT NO. 2
NationsBank
March 8, 2000
Mr. Michael C. Stewart
Gardnyr Michael Capital, Inc.
2281 Lee Road. Suite 104
Winter Park, Florida 32789
Dear Mr. Stewart:
As we have previously discussed, NationsBank, N.A., ("NationsBank") is interested in
extending credit to 1'he City of Winter Springs. Enclosed is a Terms Sheet outlining the
provisions of a loan., which NationsBank will consider to make to the City.
'This letter and the attached term sheet does not constitute a commitment on the part of
NationsBank to make the proposed loan and are intended as an outline only and do not
purport to summarize all of the terms, conditions, covenants, r.epresentations, warranties
and other provisions which would be contained in definitive legal documentation for the
proposed transaction. This proposal is subject to the negotiation, to the satisfaction of
NationsBank and it.s counsel. of all ofthe issues outlined in the term sheet. as well as
completion of underwriting and due diligence by NationsBank.
If any issues arise regarding t.he items outlined in the terms, the resolutions we negotiate
may be subject to further NationsBank approval.
If you find the proposed terms and conditions generally acceptable. please indicate YOUT.
interest in pursuing this transaction by contacting me at 407-420-2864. When I receive
such an indication from you. I will submit the documents to the loan closer to complete the
due diligence and closing process.
Si~:reIYJ I
---f~ ~.
Mark W. Irby
Asst. Vice President
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USA
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M~mhCI' FDIC
MAR-08-2000 15:40
'37%
P.02
t1AR 08 2000 15: 57 FR t'IATI OI'ISBAt,JK ORL
407 420 2819 TO 94073274753
P.03/06
TERMS AND CONDITIONS
BORROWER:
The City of Winter Springs
LOAN AMOUNT:
1) $1,000,000
2) $600,000
LOAN TYPE:
1) Bank-qualified tax exempt term loan.
2) Bank-qualified tax exempt bond
anticipation note (non-revolving).
TERMS:
1) Interest paid on a semi-annual basis on April 1 & October 1, with
annual Principal reductions on October 1, and all Principal and
Accrued Interest paid at maturity (5 years from closing date).
2) Interest paid on a semi-annual basis on AP1"i1 1 & October 1, with
discretionary Principal reductjons allowable, and all Principal and
Accrued Interest paid at maturity. Maturity for this facility shall be
on a five (5) year basis from the date of closing and shall be renewed
on an annual basis.
INTEREST RATE:
1) Five (5) vear Fixed Rate*:
The interest rate will be fixed at 67.02% of the yield on the February,
2005 U.S. Treasury Bond (6.64%) as quoted in the Wall Street
Journal at that time (On March 8,2000 this rate would equate to
4.45%).
2) Fixed Rate*:
The interest rate will be fixed at 67.02% of the yield on the February,
2005 U.S. Treasury Bond (6.64%) as quoted in the Wall Street
Journal at that time (On March 8, 2000 this rate would equate to
4.45%).
* Note: These rate options are dependent on the loan
being a' qualified tax-exempt obligation under
Section 265 (b) (3) of the Internal Revenue
Code of 1986 and all necessary documentation
to th at effect.
t'1AR-08-2000 15: 48
407 420 2819
97%
P.Ol
f1AR 08 2000 16: 03 FR t'lAT IONS BANK ORL
407 420 2819 TO 94073274753
P.04/06
If tax-exempt status of the Borrower or loan is
revoked, the loan will become immediately
due and payable unless the Bank exercises its
option to hold the commitment at the taxable
rate. The interest rate shall be adjusted for
any negative tax consequences in the manner
set forth in the Bank's "standard gross" up
proVlslon.
COLLATERAL:
The subject loan to be secured by a covenant
to budget and appropriate the funds necessary
to cover debt service requirements through
non-ad valorem tax revenues.
PREPAYMENT:
No prepayment penalties shall be imposed
provided that prepayment on these notes are
made from special assessments, other
operating revenue sources andJor bond
proceeds.
If prepayment occurs from another institution,
prepayment penalty of 1 % of the total amount
outstanding on the notes shall be assessed.
USE OF PROCEEDS: 1) To finance computer equipment purchases,
lighting for recreational fields and vehicles.
2) To finance the Oak Forest improvements in
anticipation of bond financing for the project.
REPRESENTATIONS AND WARRANTIES:
Customary, including confirmation of legal status and tax-free status and
authority; execution, delivery and performance of loan documents do not
violate law or existing agreements; no litigation except as disclosed to Bank;
ownership of property; payment of taxes; no material adverse change in
financial condition or operations since SeDtember 30,1999: principal place of
business; compliance with environmental laws and continuation of
representations and warranties.
FINANCIAL COVENANTS:
The loan documentation will contain the following financial covenants:
1. The amounts budgeted to cover debt service requirements on Facility #1
shall provide a 1.10 : 1.0 debt service coverage.
rev 7/96
MAR-08-2000 15:55
407 420 2819
98%
P.01
t1AR 08 2000 16: 07 FR t,jAT IONSBANK ORL
407 420 2819 TO 94073274753
P.05/06
AFFIRMATIVE COVENANTS:
Customary, including delivery of financial statements, reports and other
information requested by Bank; maintenance of insurance; continuation of
business and maintenance of existence; compliance with laws; payment of
taxes; maintenance of property and notice of environmental claims.
REPORTING REQUIREMENTS:
1. Annually, within two hundred seventy (270) days following the end
of the Borrower's fiscal year, financial statements including a
balance sheet and income statement prepared on a an audited basis
by an independent certified public accountant, including statements
of financial condition, cash flows and changes in equity.
2. Annually, by November 15th of each year, a copy of the Annual
budget for the upcoming year for the City of Winter Springs.
DOCUMENTS:
The obligation of the Borrower hereunder shall be evidenced by a Promissory
Note, Loan Agreement and such other documents and assurances as the
Bank may request from Borrower and its officers in order to make the Loan
in a form satisfactory to the Bank and its counsel.
CONDITIONS FOR CLOSING:
1. Borrower shall submit to NationsBank an opinion of Borrower's counsel as
to legal entity, authority to execute documents and tax-free status of
interest and that the indebtedness constitutes a qualified tax exempt
obligation within the meaning of Section 265 (b) (3) of the Internal
Revenue Code of 1986.
2. All documents pertaining to the closing shall be prepared by the City of
Winter Spring's counsel and reviewed and approved by NationsBank's
counsel. Foley & Lardner. The fees to review the documents are not
expected to exceed $2,000.00 per financing plus expenses but may be
increased if unforeseen circumstances arise which justify an increase in
such fees and shall be incurred by the Borrower and due and payable
whether or not the loan closes.
3. Borrower shall maintain primary depository accounts with the Bank
during the term of these Loans.
4. Borrower shall authorize the Bank to automatically deduct from
Borrower's depository account with the Bank, as designated by Borrower,
the amount of any loan payment on the above facilities. If the funds in the
rev i196
t'lAR-08- 2000 15: 55
407 420 2819
97%
P.02
r'lAR .08 2888 16: 88 FR t,jAT IOHSBAt,IK ORL
487 428 2819 TO 94873274753
P.86/86
account are insufficient to cover any payment. the Bank may not be
obligated to advance funds to cover the payment.
EXPIRA TION DATE:
These terms shall expire on March 28, 2000 if not agreed upon by Borrower at that
time.
rev 7/96
MAR-88-2888 15:55
487 428 2819
96%
** TOTAL PAGE.86 **
P.83