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HomeMy WebLinkAboutResolution 2016-21 Central Winds Park Debt Refinancing RESOLUTION NUMBER 2016-21 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AUTHORIZING THE REFUNDING OF THE CITY'S OUTSTANDING LIMITED GENERAL OBLIGATION NOTE, SERIES 2012, HELD BY BRANCH BANKING & TRUST COMPANY WITH CITY GENERAL FUND RESERVES; AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF AN INTERNAL NOTE, NOT TO EXCEED $1,300,000, TO SECURE THE REPAYMENT OF THE CITY'S CAPITAL PROJECT FUND RESERVE ACCOUNT #305 WITH PLEDGED REVENUES RECEIVED BY THE CITY FROM THE LEVY OF AD VALOREM TAXES RECEIVED PURSUANT TO THE BOND REFERENDUM APPROVED BY THE VOTERS ON SEPTEMBER 4, 2001, NOT EXCEEDING ONE-QUARTER OF ONE MILL ON ALL TAXABLE PROPERTY WITHIN THE CITY; AUTHORIZING THE PROPER OFFICIALS OF THE CITY TO DO ANY OTHER ADDITIONAL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE REFUNDING, THE INTERNAL NOTE, AND THE SECURITY THEREFOR; PROVIDING FOR SEVERABILITY, REPEAL OF PRIOR INCONSISTENT RESOLUTIONS, AND AN EFFECTIVE DATE. NOW, THEREFORE,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, particularly Article VII Section 12(b) and Article VIII Section 2(b) thereof, the Advance Refunding Law set forth in Sections 132.33 through 132.47, Florida Statutes, and other applicable provisions of law. SECTION 2.FINDINGS. It is hereby ascertained, determined and declared: (A) On February 27, 2002, following the approval of the issuance of its 2002 Bonds (as hereinafter defined) at a bond referendum election, the City of Winter Springs, Florida (the "City") issued its Limited General Obligation Bonds, Series 2002 (the "2002 Bonds"). (B) At said bond referendum election, the qualified electors of the City also approved the levying of a not exceeding one-quarter of one mill ad valorem tax on all taxable property within the City(the "Pledged Funds")to provide for the repayment of such 2002 Bonds. (C) Pursuant to City Resolution No. 2012-14, the City accepted the proposal of Branch Banking and Trust Company to refund the 2002 Bonds and issued a note, dated May 18, 2012 (the "2012 Note") secured by the Pledged Funds. (D) The City currently has unrestricted capital project reserves available to refund the 2012 Note on January 1, 2017 or soon thereafter, provided the City's Capital Project Fund Reserve Account #305 is secured and repaid by the Pledged Funds in accordance with the terms and conditions of this Resolution and the Limited General Obligation Refunding Central Winds Park Internal Note, Series 2017 (the "Central Winds Park Internal Note" or "Internal Note") more fully described in Section 5 herein. (E) Article VII Section 12(b) of the Florida Constitution provides that municipalities may issue bonds or other certificates of indebtedness payable from ad valorem taxation and maturing more than twelve months after issuance to refund outstanding bonds and interest and redemption premium thereon at a "lower net average interest cost rate." (F) The certificate of the City's Finance Director attached hereto as EXHIBIT "A" indicates that the net average interest cost rate on the Central Winds Park Internal Note (as hereinafter defined) is less than the net average interest cost rate on the Refunded Note as hereinafter defined. The interest rate on the Central Winds Park Internal Note is 0% and the final maturity of the Central Winds Park Internal Note shall be no later than the end of the City's fiscal year in 2032. (G) The City deems it necessary, desirable and in the best interests of the City that the City refund all of the 2012 Note maturing January 1, 2017 and thereafter(the "Refunded Note"). (H) 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 exercise any power for municipal purposes, except when expressly prohibited by law. The issuance by the City of the Central Winds Park Internal Note and the execution and delivery of the Central Winds Park Internal Note for the purposes of refunding the Refunded Note is not prohibited by law. Pursuant to Chapter 166, Part II, Florida Statutes, the City is authorized to issue evidences of indebtedness like the Central Winds Park Internal Note and to pledge the Pledged Funds for the payment thereof. (G) The City Manager and Finance Director advise the City that due to availability of City unrestricted capital project reserves, the future accrued interest on the 2012 Note, the present volatility of the market for municipal debt, and based on a review of the projected investment returns for the unrestricted general fund reserves during the repayment term of the Central Winds Park Internal Note, it is in the best interest of the City to issue the Central Winds Park Internal Note pursuant to this Resolution, thereby allowing the City to obtain the best possible price, interest rate and other terms for the Central Winds Park Internal Note and, City of Winter Spiing,Florida Resolution Number 2016-21 Page 2 of 5 accordingly, the City Commission of the City hereby finds and determines that it is in the best financial interest of the City to internally refund the 2012 Note with available unrestricted general funds reserves, subject to repayment with Pledged Funds, rather than continuing with the repayment schedule of the 2012 Note or conducting another competitive or negotiated public sale of refinancing bonds. SECTION 3. AUTHORIZATION OF REFUNDING OF REFUNDED NOTE. The City hereby authorizes the refunding of the Refunded Note as more particularly described herein. The Central Winds Park Internal Note shall not be issued unless the principal amount of the Central Winds Park Internal Note shall not exceed an amount sufficient to pay the sum of (a) the principal amount of the Refunded Note to be refunded; (b) the aggregate amount of unmatured interest payable on the Refunded Note to be refunded to and including the date such Refunded Note is to be called for redemption; (c) redemption premium payable on the Refunded Note to be refunded as of such redemption date; and (d) the refunding expenses. The anticipated principal amount of the Central Winds Park Internal Note is expected to be approximately$1,300,000.00. As evidenced in the certificate of the Finance Director attached hereto, the sum of the present value of the total payments of both principal and interest to become due on the Central Winds Park Internal Note and the present value of refunding expenses not paid from the net proceeds of the Central Winds Park Internal Note is less than the present value of the principal and interest payments to become due at maturities, or earlier mandatory redemption dates, on the principal amount of Refunded Note computed at the effective interest rate of the Central Winds Park Internal Note. The first installment of principal of the Central Winds Park Internal Note shall mature, or be subject to mandatory redemption,not later than January 1, 2018. Delivery of the Central Winds Park Internal Note is also subject to receipt by the City Commission of a final financial plan prepared by the Finance Director complying in all respects with Section 132.36(1)(d), Florida Statutes and receipt of a certification of the City Finance Director demonstrating that the Central Winds Park Internal Note shall bear a lower net average interest cost rate than the Refunded Note to be refunded. SECTION 4. APPROVAL OF FORM OF AND AUTHORIZATION OF EXECUTION OF THE CENTRAL WINDS PARK INTERNAL NOTE. The repayment of the Central Winds Park Internal Note shall be pursuant to the terms and provisions of the said Note. The Central Winds Park Internal Note shall be executed by the City as provided in said Note. The City hereby approves the Central Winds Park Internal Note in substantially the form attached hereto as EXHIBIT "B" 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 Central Winds Park Internal Note, each with such changes, insertions and additions as they may approve, their execution thereof being evidence of such approval. City of Winter Spring,Florida Resolution Number 2016-21 Page 3 of 5 SECTION 5. PAYMENT OF DEBT SERVICE ON NOTE. Pursuant to this Resolution and the Central Winds Park Internal Note, the Central Winds Park Internal Note will be secured by the Pledged Funds. SECTION 6. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents including but not limited to, redemption notices, certificates, opinions, or other items are needed to effect any of the transactions referenced in this Resolution, the Central Winds Park Internal Note, and the security therefore, the Mayor, the City Clerk, and the City's City Manager, Finance Director, 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 7. PAYING AGENT AND REGISTRAR; ESTABLISHING THE CENTRAL WINDS PARK LIMITED OBLIGATION FUND; FUTURE CANCELLATION OF NOTE AND SPECIAL AD VALOREM MILLAGE UPON FULL REPAYMENT. The City hereby accepts the duties to serve as registrar and paying agent for the Central Winds Park Internal Note. For purposes of accounting for the internal loan authorized by this Resolution, including the collection of Pledged Revenues and repayment of the Central Winds Park Internal Note, the City Commission hereby establishes the "Central Winds Park Limited Obligation Fund." (the "Pledged Repayment Fund"). All Pledged Revenues shall be accounted for and deposited in the Pledged Repayment Fund. Upon full repayment of the Central Winds Park Internal Note from the Pledged Repayment Fund, said Note shall be cancelled by the City Manager and the special millage rate approved by the voters on September 4, 2001 pursuant to City Resolution No. 2001-30 shall cease. The Finance Director is hereby authorized to establish such other internal accounting and financial controls necessary to account for the collection of Pledged Revenues and the repayment of the Central Winds Park Internal Note. SECTION 8. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Central Winds Park Internal Note are limited and special obligations, payable solely from the sources and in the manner set forth in this Resolution and shall not be deemed a pledge of the full faith and credit of the City. SECTION 9. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution or the Central Winds Park Internal 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 Central Winds Park Internal Note, but this Resolution and the Central Winds Park Internal Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Central Winds Park Internal Note shall be issued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. City of Winter Spring,Florida Resolution Number 2016-21 Page 4 of 5 SECTION 10. REPEAL OF PRIOR INCONSISTENT RESOLUTIONS. All prior inconsistent resolutions adopted by the City Commission in conflict with the provisions of this Resolution shall hereby be deemed repealed to the extent of the conflict. SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. ADOPTED by the City Commission of the City of Winter Springs, Florida, in a Regular Meeting duly assembled on the 12th day of December, 2016. CHA ES LACY r ATTEST: V"IR :A LORENZO-LUACES,City Clerk Approved as to legal form and sufficiency for the City_ f 'Winter Springs, Florida only: ANTHONY A. GARGANESE, City Attorney City of Winter Spring,Florida Resolution Nu nber 2016-21 Page 5 of 5 EXHIBIT ffA" CERTIFICATE OF FINANCE DIRECTOR 3 No. 19 CERTIFICATE AS TO FINAL FINANCIAL PLAN PURSUANT TO SECTION 132.36(1)(d), FLORIDA STATUTES I, Shawn Boyle, Finance and Administrative Services Director of the City of Winter Springs, Florida (the "City") in connection with the issuance by the City of its $1,288,427 Limited General Obligation Refunding Note, Series 2012 (the "Note"), DO HEREBY CERTIFY that attached hereto AS Exhibit A is the Final Financial Plan with respect to the Note showing the sources and amounts for all moneys required to accomplish the refunding of the hereinafter defined Refunded Bond and demonstrating the following: 1. The principal amount of the Note does not exceed the amount sufficient to pay the sum of the principal amount of the City of Winter Springs, Florida Limited General Obligation Notes, Series 2012 to be refunded in connection with the issuance of the Note (the "Refunded Notes"), the interest due and unpaid on the Refunded Notes to the redemption day of January 1, 2017, the redemption premium, if any, on the Refunded Notes and the costs of issuing the Note as required by Section 132.35, Florida Statutes. 2. The Note is issued at a net lower average interest cost rate than the Refunded Notes, as required by Section 132.36(1)(d), Florida Statutes. IN WITNESS WHEREOF, I have hereunto set my hand as of this 6`h day of December, 2016. CITY OF WINTER SPRINGS, FLORIDA Finance and Administra ' Sep vices,Director $13,288,427.00 UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF SEMINOLE CITY OF WINTER SPRINGS,FLORIDA CENTRAL WINDS PARK INTERNAL NOTE WHEREAS, this is an internal City note (the "Internal Note") evidencing a loan between the City's Capital Project Reserves Account#305 and the Central Winds Park Limited Obligation Fund (described herein), approved by the City Commission by Resolution No. 2016-21 on December 12, 2016 (hereinafter referred to as "Resolution"). This Internal Note is for the sole purpose of advance refunding the Refunded Note authorized by the Resolution. All terms defined in the Resolution shall have the same meaning herein and shall be deemed incorporated into this Internal Note by this reference. KNOW ALL MEN BY THESE PRESENTS, that the City of Winter Springs, Florida (hereinafter called the "City"), a Florida municipal corporation, created and existing under and by the virtue of the laws of the State of Florida,for the overall benefit of the citizens of Winter Springs and the citizens owning real property within the City, hereby promises to pay from the City's Central Winds Park Limited Obligation Fund (the "Pledged Repayment Fund") to the City's Capital Project Fund Reserve Account#305 the maximum principal sum of: ONE MILLION TWO HUNDRED EIGHTY-EIGHT THOUSAND FOUR HUNDRED TWENTY-SEVEN AND NO/100 DOLLARS ($1,288,427.00) without interest until the full principal sum is repaid no later than the end of the City's fiscal year ending 2032. Commencing with all Pledged Funds collected by the City from the date of this Internal Note,the annual principal payments shall include all Pledged Funds collected in any City fiscal year and may vary from year-to-year depending on the special ad valorem millage rate lawfully established by the City Commission and the amount of Pledged Funds collected by the City. It is understood and agreed to by the City that repayment of this Internal Note will be due in full by the end of the City fiscal year which ends on 2032, unless the repayment schedule is amended by the City Commission by written amendment to this Internal Note. Repayment may be paid in installments or in full during the course of each City fiscal year of the City. An estimated amortization schedule is attached hereto as EXHIBIT "l." Upon execution of this Internal Note by the City,it is the City's intent to irrevocably pledge the Pledged Funds to repay the outstanding principal balance of this Internal Note until such time it is repaid in full. The payment of the Internal Note is secured by a lien on and pledge of, and the City does hereby irrevocably pledge to the payment of this Internal Note the special ad valorem taxes collected by the City pursuant to the referendum held pursuant to Resolution No. 2001-30. Page 1 of 2 EXHIBIT THIS NOTE AND THE OBLIGATIONS EVIDENCED HEREBY, WHEN APPROVED BY THE CITY COMMISSION AND EXECUTED BY THE MAYOR CONSISTENT WITH THE AUTHORITY GRANTED BY THE RESOLUTION, ARE LIMITED OBLIGATIONS OF THE CITY, THE PRINCIPAL OF ARE PAYABLE FROM AND SECURED BY A LIMITED PLEDGE OF THE FAITH, CREDIT AND TAXING POWER OF THE CITY, PROVIDED THAT THE AMOUNT OF THE LEVY, IN EACH YEAR, SHALL NOT EXCEED ONE QUARTER OF ONE MILL ON ALL TAXABLE PROPERTY IN THE CITY. THE CITY IS OBLIGATED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY IN THE CITY, IN EACH YEAR, AT A RATE AS SHALL BE NECESSARY TO PROVIDE FOR THE PROMPT PAYMENT OF PRINCIPAL DUE UNDER THIS INTERNAL NOTE. THIS INTERNAL NOTE IS NOT A DEBT, LIABILITY OR OBLIGATION OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE CITY, TO THE LIMITED EXTENT DESCRIBED HEREIN)AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT FOR THE CITY, TO THE LIMITED EXTENT DESCRIBED HEREIN) ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE INTERNAL NOTE OR ANY INTEREST OR REDEMPTION PREMIUMS THEREOF,IF ANY. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Internal Note exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of this Internal Note does not violate any constitutional or statutory limitation or provision. IN WITNESS WHEREOF, the City of Winter Springs, Florida has issued this Internal Note and has caused the same to be manually signed by the Mayor, and attested and countersigned by the City Clerk, and its corporate seal or a facsimile thereof to be affixed, impressed, lithographed or reproduced hereon, all as of the 12th day of December 2016. AT T E'ST: CITY OF WINTER SPRINGS, FLORIDA By: = By: ZZ , Andrea Lorenzo-Luaces, City Clerk Charles Lacey, Mayor Page 2 of 2 Ad Valorem Calculator Fiscal Yr Valuation Growth Millage Net Ad Valorem This revenue w1b used for 2017 $1,966,345,152 N/A 0.07 $132,138 the Jan 2017 pay-off 2018 $2,005,672,055 2% 0.06 $115,527 2019 $2,045,785,496 2% 0.05 $98,198 2020 $2,086,701,206 2% 0.04 $80,129 2021 $2,128,435,230 2% 0.04 $81,732 2022 $2,171,003,935 2% 0.04 $83,367 2023 $2,214,424,014 2% 0.04 $85,034 2024 $2,258,712,494 2% 0.04 $86,735 2025 $2,303,886,744 2% 0.04 $88,469 2026 $2,349,964,479 2% 0.04 $90,239 2027 $2,396,963,769 2% 0.04 $92,043 2028 $2,444,903,044 2% 0.04 $93,884 2029 $2,493,801,105 2% 0.04 $95,762 2030 $2,543,677,127 2% 0.04 $97,677 2031 $2,594,550,670 2% 0.04 $99..6-31 $1,288,427 excludes FYI I EI