HomeMy WebLinkAbout2016 09 26 Consent 302 Resolution 2016-20, Water and Sewer Refinance
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RESOLUTION NO. 2016-20
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA ACCEPTING THE PROPOSAL OF FIFTH THIRD
BANK TO PURCHASE THE CITY'S NOT TO EXCEED $6.6
MILLION WATER AND SEWER SYSTEM REVENUE
REFUNDING NOTE, SERIES 2016 TO REFUND ALL OF THE
CITY'S OUTSTANDING WATER AND SEWER SYSTEM
REVENUE REFUNDING NOTES, SERIES 2011A, SERIES 2011B
AND SERIES 2011C; AUTHORIZING THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO
SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR
THE PAYMENT OF SUCH 2016 NOTE FROM THE NET
REVENUES OF THE CITY'S WATER AND SEWER SYSTEM ON
PARITY WITH CERTAIN OUTSTANDING WATER AND SEWER
DEBT OF THE CITY, ALL AS PROVIDED IN THE LOAN
AGREEMENT; AUTHORIZING THE PROPER OFFICIALS OF
THE CITY TO DO ANY OTHER ADDITIONAL THINGS
DEEMED NECESSARY OR ADVISABLE IN CONNECTION
WITH THE EXECUTION OF THE LOAN AGREEMENT, THE
2016 NOTE, AND THE SECURITY THEREFOR; AUTHORIZING
THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN
CONNECTION WITH SAID LOAN; DESIGNATING THE 2016
NOTE AS "BANK QUALIFIED;" PROVIDING FOR
SEVERABILITY; 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 the provisions of Chapter 166, Florida Statutes, the Florida Constitution, and
other applicable provisions of law.
SECTION 2.
FINDINGS. It is hereby ascertained, determined and declared:
(A)The City of Winter Springs, Florida (the "City") deems it necessary,
desirable and in the best interests of the City that the City refund all of its outstanding Water and
Sewer System Revenue Refunding Notes, Series 2011A, Series 2011B and Series 2011C
(collectively, the "Refunded Notes"), all as more particularly described in the Loan Agreement
(as defined herein).
(B)Pursuant to Section 2(b), Article VIII of the State Constitution, and
Section 166.021, Florida Statutes, municipalities have the governmental, corporate and
proprietary powers to enable them to conduct municipal government, perform municipal
functions, and render municipal services, and may exercise any power for municipal purposes,
except when expressly prohibited by law. The issuance by the City of its Water and Sewer
System Revenue Refunding Note, Series 2016 (the "2016 Note") and the execution and delivery
of the Loan Agreement for the purposes of refunding the Refunded Notes is not prohibited by
law.
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{39530992;2}
(C)The 2016 Note will be issued as "Additional Parity Obligations" in
accordance with the provisions of City Resolution No. 665 as amended (the "Original
Instrument") and will be secured by the Net Revenues as provided in Section 6 hereof and the
Loan Agreement pursuant to which the City will issue the 2016 Note to secure the repayment of
the Loan.
(D)In accordance with the provisions of the Original Instrument, it is hereby
found that all of the covenants contained in said resolution shall be fully applicable to the 2016
Note except as otherwise provided in the Loan Agreement.
(E)The City engaged PFM Financial Advisors, LLC ("PFM"), the City's
financial advisor, to solicit proposals from qualified financial institutions for a refunding of the
Refunded Notes. Based on such solicitation, City staff, in consultation with PFM, has
recommended the acceptance of the proposal from Fifth Third Bank (the "Bank"). In furtherance
of such recommendation, PFM advises the City that it is in the best interest of the City to issue
the 2016 Note pursuant to the Loan Agreement(the "Loan") by negotiated direct bank loan sale,
allowing the City to have certainty on the price, interest rate and other terms for the 2016 Note
and, accordingly, the City Commission of the City hereby finds and determines that it is in the
best financial interest of the City that a negotiated direct bank loan sale of the 2016 Note to the
Bank be authorized.
SECTION 3.
AUTHORIZATION OF REFUNDING OF REFUNDED NOTES.
The City hereby authorizes the refunding of the Refunded Notes as more particularly described
in the Loan Agreement.
SECTION 4.
ACCEPTANCE OF BANK'S PROPOSAL. The City hereby
accepts the proposal of the Bank dated September 8, 2016 attached hereto to provide the City
with the Loan.
SECTION 5.
APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN
AGREEMENT AND EXECUTION OF LOAN AGREEMENT AND 2016 NOTE. The Loan
and the repayment of the Loan as evidenced by the 2016 Note shall be pursuant to the terms and
provisions of the Loan Agreement and the 2016 Note. The City hereby approves the Loan
Agreement by and between the City and the Bank in substantially the form attached hereto as
Exhibit A
(the "Loan Agreement") and authorizes the Mayor or the Deputy
Mayor/Commissioner of the City (collectively, the "Mayor") and the City Clerk or any deputy or
assistant City Clerk of the City (collectively, the "City Clerk") to execute and deliver on behalf
of the City the Loan Agreement and the 2016 Note in substantially the form attached to the Loan
Agreement, with such changes, insertions and additions as they may approve, their execution
thereof being evidence of such approval.
SECTION 6.
PAYMENT OF DEBT SERVICE ON 2016 NOTE. Pursuant to
the Loan Agreement, the 2016 Note will be secured by the Net Revenues of the City's Water and
Sewer System on parity with other City debt, all as more particularly described in the Loan
Agreement.
SECTION 7.
AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT
TRANSACTION. To the extent that other documents including but not limited to redemption
and defeasance notices, certificates, opinions, or items are needed to effect any of the
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{39530992;2}
transactions referenced in this Resolution, the Loan Agreement or the 2016 Note and the security
therefore, the Mayor, the City Clerk, the City Manager, the Director of Finance and
Administrative Services and the City Attorney are hereby authorized to execute and deliver such
documents, certificates, opinions, or other items and to take such other actions as are necessary
for the full, punctual, and complete performance of the covenants, agreements, provisions, and
other terms as are contained herein and in the documents included herein by reference.
SECTION 8.
PAYING AGENT AND REGISTRAR. The City hereby accepts
the duties to serve as registrar and paying agent for the 2016 Note.
SECTION 9.
LIMITED OBLIGATION. The obligation of the City to repay
amounts under the Loan Agreement and the 2016 Note are limited and special obligations,
payable solely from the sources and in the manner set forth in the Original Instrument and the
Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the
City.
SECTION 10.
DESIGNATION OF 2016 NOTE AS BANK QUALIFIED. The
City designates the 2016 Note as a "qualified tax-exempt obligation" within the meaning of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The City
does not reasonably anticipate that the City, any subordinate entities of the City, and issuers of
debt that issue "on behalf" of the City, will during the calendar year 2016 issue more than
$10,000,000 of "tax-exempt" obligations, exclusive of those obligations described in Section
265(b)(3)(C)(ii) of the Code.
SECTION 11.
REPEAL OF INCONSISTENT RESOLUTIONS AND
ACTIONS. All resolutions or actions of the City in conflict herewith are hereby superseded
and repealed to the extent of such conflict.
SECTION 12.
EFFECT OF PARTIAL INVALIDITY. If any one or more
provisions of this Resolution, the Loan Agreement or the 2016 Note shall for any reason be held
to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Resolution or the 2016 Note or the Loan Agreement, but this Resolution, the Loan Agreement
and the 2016 Note shall be construed and enforced as if such illegal or invalid provision had not
been contained therein. The 2016 Note and Loan Agreement shall be issued and this Resolution
is adopted with the intent that the laws of the State of Florida shall govern their construction.
SECTION 13.
EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
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th
PASSED, APPROVED AND ADOPTED
this 26 day of September, 2016.
CITY OF WINTER SPRINGS, FLORIDA
[SEAL]
By:
Mayor
ATTEST:
By
City Clerk
Approved as to form:
By
City Attorney
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{39530992;2}
EXHIBIT A
LOAN AGREEMENT
(See Attached)
A-1
{39530992;2}Loan Agreement