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HomeMy WebLinkAboutResolution 2004-47 Line of Credit RESOLUTION NO. 2004-47 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, ACCEPTING THE PROPOSAL OF BANK OF AMERICA, N.A., TO PROVIDE THE CITY WITH A NOT EXCEEDING $6.7 MILLION LINE OF CREDIT TO FINANCE THE CITY'S COSTS OF DEBRIS CLEANUP AND RELATED EXPENSES ASSOCIATED WITH STORM DAMAGE RESULTING FROM HURRICANES CHARLEY AND FRANCES (THE "PROJECT"); AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK PURSUANT TO WHICH THE CITY WILL ISSUE A NOTE TO SECURE THE REPAYMENT OF SAID LOAN; AUTHORIZING THE CITY'S COVENANT TO BUDGET AND APPROPRIATE SUFFICIENT LEGALLY AVAILABLE NON-AD YALOREM REVENUES TO REPAY THE NOTE; COVENANTING TO APPLY ALL AMOUNTS RECEIVED FROM THE FEDERAL EMERGENCY MANAGEMENT AGENCY AND OTHER GOVERNMENTAL AGENCIES AND OTHER SOURCES SPECIFICALLY 'DESIGNATED FOR SUCH PROJECT COSTS TO REPAYMENT OF SAID NOTE; 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 THEREFORE; DESIGNATING THE NOTE AS A "QUALIFIED TAX-EXEMPT OBLIGATION" UNDER SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE CODE OF 1986; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Florida Statutes, the Florida Constitution, Chapter 72-718, Laws of Florida, Special Acts of 1972, as amended, being the charter of the City of Winter Springs, Florida and other applicable provisions oflaw. {OR799908;3} Page 1 of 4 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 finance certain of the City's costs of debris cleanup and related expenses associated with storm damage resulting from _hurricanes Charley and Frances (the "Project"), 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 of the 2004B Note (hereinafter defined) and the execution and delivery of the Loan Agreement for the purposes of accomplishing the. Project is not prohibited by law. (C) Bank of America, N..A. (the "Bank") has submitted a proposal to make a loan in an amount not exceeding $6.7 million (the "Loan") to the City, the proceeds of which will be applied to finance the cost ofthe Project. (D) The Loan will be secured by the Loan Agreement pursuant to which the City will issue a note (the "2004B Note") to secure the repayment of the Loan. (E) The City is advised that due to the present volatility of the market for municipal debt, it is in the best interest of the City to issue the 2004B Note pursuant to.the Loan Agreement by negotiated sale, allowing the City to issue the 2004B Note at the most advantageous time, rather than a specified advertised future date, thereby allowing the City to obtain the best possible price, interest rate and other terms for the 2004B 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 sale of the 2004B Note pursuant to the Loan Agreement be authorized. (F) It is not reasonably anticipated that more than $10,000,000 oftax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), will be issued by the City in calendar year 2004. SECTION 3. AUTHORIZATION OF FINANCING OF PROJECT. The City hereby authorizes the financing of the Project. SECTION 4. ACCEPTANCE OF PROPOSAL. The City hereby accepts the proposal of the Bank to provide the City with the Loan. SECTION 5. AUTHORIZATION OF LOAN AGREEMENT. The Loan and the repayment of the Loan by the City shall be pursuant to the terms and provisions of the Loan {OR799908;3 } Page 2 of 4 Agreement. The City hereby authorizes the Mayor or the Deputy Mayor/Commissioner of the City (the "Mayor") and the City Clerk or any assistant or deputy City Clerk of the City (the "City Clerk") to execute and deliver on behalf of the City the Loan Agreement by and between the City and the Bank substantially in the form attached hereto as Attachment A (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 NOTE. Pursuant to 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 2004B Note, amounts sufficient to pay principal of and interest on the 2004B Note as the same shall become due. The City additionally covenants in the Loan Agreement to apply all moneys received from the Federal Emergency Management Agency. ("FEMA") and other governmental and private sources specifically designated to pay Project costs for repayment of the 2004B Notes. SECTION 7. AUTHO~ATION 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 2004B 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 te~s as are contained herein and in the documents included herein by reference. SECTION 8. DESIGNATION OF NOTE AS BANK QUALIFIED. The City designates the 2004B 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 9. PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to serve as Registrar and Paying Agent for the Note. SECTION 10. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the 2004B Notes 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 ofthe City. SECTION 11. EFFECT OF PARTIAL INVALIDITY. If anyone or more provisions of this Resolution, the Loan Agreement or the 2004B Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not effect any other provision of this {OR799908;3} Page 3 of 4 ATTACHMENT A LOAN AGREEMENT {OR799908;3} Resolution or the Note, but this Resolution, the Loan Agreement and the 2004B Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2004B 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 12. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 27th day of September, 2004. CITY OF WINTER SPRINGS, FLORIDA By: Johm f. Bush, Mayor (OFFICIAL SEAL;) ATTEST: City Clerk Approved as to form: City Attorney {OR799908;3} Page 4 of 4