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HomeMy WebLinkAboutResolution 2004-10 SunTrust Bank RESOLUTION NUMBER 2004-10 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA: (i) AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,500,000 OF DEBT TO FINANCE THE COST OF CAPITAL PROJECTS IN AND FOR THE CITY AS MORE SPECIFICALLY DESCRIBED IN THE LOAN AGREEMENT ATTACHED HERETO; (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF SAID LOAN AGREEMENT WITH SUNTRUST BANK PURSUANT TO WHICH THE CITY WILL ISSUE A NOTE TO SECURE THE REPAYMENT OF SAID LOAN; (Hi) AUTHORIZING THE CITY'S COVENANT TO BUDGET AND APPROPRIATE SUFFICIENT LEGALLY AVAILABLE NON-AD VALOREM REVENUES AND THE PLEDGING OF LEGALLY AVAILABLE IMPACT FEES TO PAY DEBT SERVICE ON THE NOTE; (iv) 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 NOTE, AND THE SECURITY THEREFOR; (v) RATIFYING AND APPROVING THE EXECUTION OF THE COMMITMENT LETTER WITH SUNTRUST BANK; (vi) DESIGNATING THE NOTE AS A "QUALIFIED TAX-EXEMPT OBLIGATION" UNDER SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE CODE OF 1986; AND (vii) PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, as follows: SECTION 1. FINDINGS AND AUTHORIZATION OF PROJECT. (A) The City of Winter Springs, Florida (the "City"), pursuant to the provisions of the Florida Constitution, Chapter 166, Florida Statutes, and any other applicable provisions of law (all of the foregoing, collectively, the "Act") is authorized, in accordance with the Act, to borrow money, issue bonds, notes or other obligations to finance the cost of capital expenditures for the City's public purposes; (B) In response to a request for proposal by the City regarding an intended borrowing for City capital projects (the "Project"), SunTrust Bank (the "Bank") has proposed a financing in accordance with the terms of the Bank's commitment of December 23, 2003 attached hereto as Exhibit A (the "Commitment"); (C) In accordance with the Commitment, the Bank is willing to provide the City with a not exceeding $2,500,000 Term Loan maturing June 1,2018 (the "Loan") on the terms set forth in the Commitment and documented in the form of Loan Agreement between the City and the Bank attached hereto as Exhibit B (the "Loan Agreement"); (D) The Loan will be secured by the Loan Agreement pursuant to which the City will issue a note (the "Note") to secure the repayment of the Loan; (E) The City hereby accepts the Commitment and the City has determined under Section 218.385, Florida Statutes, that it is in its best interest, taking all pricing facts of the transaction into consideration and given the size of the proposed borrowing, to enter into the Loan Agreement with the Bank; and (F) The Project is a capital project appropriately undertaken by the City under the Act and the City hereby authorizes the Project and the capital expenditures necessary to complete the Project. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act and other applicable provisions oflaw. SECTION 3. APPROVAL OF LOAN AGREEMENT, NOTE AND COMMITMENT. The City hereby authorizes the Mayor or his designee (collectively the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, the Loan Agreement substantially in the form attached hereto as Exhibit "B" and the Note in the form attached to the Loan Agreement made by the City to the order of Bank, with such changes, insertions, and additions as they may approve, their execution thereof being evidence of such approval. The City further approves and accepts the Commitment. SECTION 4. PAYMENT OF DEBT SERVICE ON NOTE. Pursuant to the Loan Agreement, the City will pledge to the payment of debt service on the Note legally available impact fees in the manner provided in the Loan Agreement. Also pursuant to and subject to the provisions of the Loan Agreement, the City covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from legally available non ad-valorem revenues of the City, and which are lawfully available to pay debt service on the Note, amounts sufficient to pay principal of and interest on the Note as the same shall become due to the extent legally available impact fees are insufficient to pay any such principal and interest. SECTION 5. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents, certificates, opinions, or items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or the Note and the security therefore, the Mayor, the City Manager, the City Attorney, the City Clerk and the City Finance Director 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. City of Winter Springs Resolution Number 2004-10 Page 2 of3 SECTION 6. DESIGNATION OF NOTE AS BANK QUALIFIED. The City designates the 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 the issue "on behalf' of the City, will during the calendar year 2004 issue more than $10,000,000 of "tax-exempt" obligations, exclusive of those obligation described in Section 265(b)(3)(C)(ii) of the Code. SECTION 7. PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to serve as Registrar and Paying Agent for the Note. SECTION 8. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the Note are limited and special obligations, payable solely from the sources and in the manner set forth in the Loan Agreement and shall not be deemed a pledge ofthe faith and credit or taxing power of the City. SECTION 9. EFFECT OF PARTIAL INVALIDITY. If anyone or more provisions of this Resolution, the Loan Agreement or the Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not effect any other provision of this Resolution or the Note, but this Resolution, the Loan Agreement and the Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 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 10. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption; provided, however, to the extent that the Loan Agreement, the Note, or any other documents related to the matters set forth herein have been executed prior to the execution date of this Resolution, this Resolution shall be retroactive to the date of execution of such documents. RESOLVED in regular meeting on this 23rd day of February, 2004. CITY OF WINTER SPRINGS, FLORIDA By: Mayor, City of Winter Springs, Florida (SEAL) ATTEST: By: City Clerk of Winter Springs, Florida Approved as to form: City Attorney City of Winter Springs, Florida Resolution Number 2004-10 Page 3 of 3