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HomeMy WebLinkAboutResolution 2018-14 Water and Sewer Refunding Revenue Bonds RESOLUTION NO. 2018-14 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA ACCEPTING THE PROPOSAL OF FLORIDA COMMUNITY BANK, N.A. TO PURCHASE THE CITY'S NOT TO EXCEED $2 MILLION WATER AND SEWER REVENUE REFUNDING NOTE, SERIES 2018 TO REFUND ALL OF THE CITY'S OUTSTANDING WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000 MATURING ON OCTOBER 1, 2030; 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 2O18 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 2018 NOTE, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; DESIGNATING THE 2018 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 (i) refund all of its outstanding Water and Sewer Refunding Revenue Bonds, Series 2000 maturing on October 1, 2030 (the "Refunded Bonds") and (ii) pay the costs related to issuance of the 2018 Note (as hereinafter defined), 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 Revenue Refunding Note, Series 2018 (the "2018 Note") and the execution and delivery of the Loan Agreement for the purposes of refunding the Refunded Bonds is not prohibited by law. Page 1 45902236;3 (C) The 2018 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 2018 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 2018 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 Bonds. Based on such solicitation, City staff, in consultation with PFM, has recommended the acceptance of the proposal from Florida Community Bank, N.A. (the "Bank"). In furtherance of such recommendation, PFM advises the City that it is in the best interest of the City to issue the 2018 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 2018 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 2018 Note to the Bank be authorized. SECTION 3. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The City hereby authorizes the refunding of the Refunded Bonds as more particularly described in the Loan Agreement. SECTION 4. ACCEPTANCE OF BANKS PROPOSAL. The City hereby accepts the proposal of the Bank dated July 10, 2018 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 2018 NOTE. The Loan and the repayment of the Loan as evidenced by the 2018 Note shall be pursuant to the terms and provisions of the Loan Agreement and the 2018 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 2018 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 2018 NOTE. Pursuant to the Loan Agreement, the 2018 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 AND APPOINTMENT OF ESCROW AGENT. To the extent that other documents including but not limited an escrow deposit agreement, redemption and defeasance Page 2 45902236;3 notices, certificates, opinions, or items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or the 2018 Note and the security therefore, the Mayor, the City Clerk, the City Manager, the Finance and Administration Director, or any of their designees 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. U.S. Bank National Association is hereby appointed to serve as escrow agent under the escrow deposit agreement delivered in connection with the issuance of the 2018 Note. SECTION 8. PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to serve as registrar and paying agent for the 2018 Note. SECTION 9. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the 2018 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 2018 NOTE AS BANK QUALIFIED. The City designates the 2018 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 2018 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 2018 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 2018 Note or the Loan Agreement, but this Resolution, the Loan Agreement and the 2018 Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2018 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. Page 3 45902236;3 PASSED, APPROVED AND ADOPTED this 13t' day of August, 2018. CITY OF WINTER SPRINGS, FLORIDA [SEAL] t � Mayor, AT I'EST: By City Clerk Approved as to form: Y City Attorney Page 4 45902236;3