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HomeMy WebLinkAboutResolution 2016-20 Water and Sewer Refinance 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. {39530992;2} Page 1 (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 S, 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 X39530992;21 Page 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. {39530992;2} Page 3 PASSED,APPROVED AND ADOPTED this 26'h day of September, 2016. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By � l4L -� AT ayor TES : j f` By Ci y Clerk Approved as to form.: By City Attorney 139530992;2) Page 4 EXHIBIT A LOAN AGREEMENT (See Anached) {39530992;2} A-1 Loan Agreement