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Home My WebLink AboutResolution 2011-15 Accepting Proposal Of SunTrust Bank To Purchase Water And Sewer Funding Note RESOLUTION NO. 2011-15 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA ACCEPTII�IG THE PROPOSAL OF SUNTRUST BANK TO PURCHASE THE CITY'S NOT TO EXCEED $8.5 MII,LION WATER AND SEWER SYSTEM REVENUE REFUNDING NOTE, SERIES 2011A TO REFUND ALL OF THE CITY'S OUTSTANDING WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2002; AUTHORIZING TAE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE PAYMENT OF 5UCH NOTE FROM THE NET REVENUES OF THE CITY'S WATER AND SEWER SYSTEM ON PAI�ITY WIT$ 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 OT'HER ADDITIONAL THINGS DEEMED NECESSARY OR ADVLSABLE IN CONNECTION WITH THE EXECUTION OF THE LOAN AGREEMENT, THE NOTE, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF OTI�R DOCUA�NTS 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, 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. SEG"TION 2. FINDINGS. It is hereby ascertained, detennined 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 aIl of its outstanding R/ater and Sewer Refunding Revenue Bonds, Series 2002 (the "Refunded Bonds"), 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 2011A (the "2011A Note") and the execution and delivery of the Loan Agreement for the purposes of refunding the Refunded Bonds is not prohibited by law. (C� The 201IA Note will be issued as "Additional Parity Obligations" in accordance with the provisions of City Resolution No. 665 (the "Original Instrument") and will {oi�wo6�;z} Page 1 of4 i , _ � I I be secured by the Net Revenues as provided in Section 6 hereof and the Loan Agreement pursuant to which the City will issue the 201 lA Note to secure the repayment of the Loan. (D} In accardance 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 2011A Note except as otherwise provided in the Loan Agreement. (E) The City engaged Public Financial Management, Inc. ("PFM"), the City's financial advisor, to solicit proposals from qualified financial institutions for a refunding of the Refunded Bonds. Three such proposals were solicited and PFM has recommended that the City accept the pmposal of SunTrust Bank (the "Bank"). In furtherance of such recommendation, PFM advises the City that due to the present volatility of the market far municipal debt, it is in the best interest of the City to issue the 2011A Note pursuant to the Loan Agreement by negotiated sale, allowing tfie City to issue the 2011A Note a# 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 2011A 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 2011A No#e 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 itt the Loan Agreement. SECTION 4. ACCEPTAIdCE OF COMMTTMENT LETTER WITH BANK. Based on a recommendation from the City's financial advisor, the City herehy accepts the commitment letter of the Bank dated May 25, 2011 attached hereto to provide the City with the Loan. SECT'ION 5. APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN AGREEMENT AND EXECLTTION OF LOAN AGREEMF�IT AND 2011A NOTE. The Loan and the repayment of the Loan as evidenced by the 2011 A I�iote shall be pursuant to the terms and pravisions of the Loan Agreement and the 2Q I 1 A Note. The City hereby approves the Loan Agreement by and between the City and the Bank in substantially the form attached hereto as Ezhibit A(the "Loan Agreement") and authorizes the Mayor or the Deputy Mayor/Comm.issioner of the City (collectively, the "Mayor'� and the City Clerk or any deputy or assista.nt City Clerk of the City (collectively, the "City Clerk") to execute and deliver on behalf of the City the Loan Agreement and the 2011A 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 2011A NOTE. Pursuant to the Loan Agreement, the 2011A 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 OTHF� DOCUMENT'S TO EFFECT TR.ANSACTION. To the extent that other documents including but not Iimited to an escrow deposit agreement, redemption and defeasance notices, certificates, opinions, or items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or the 2011A {oi6aso6a;�} Page 2 of 4 � s Note and the security therefore, the Mayar, the City Clerk, the City Manager, the Finance Director 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, punctuai, and complete performance of the covenants, agreements, provisions, and other terms as are contained herein and in the documents included herein by reference. SECTION S. PAYING AGENT AND REGISTR.AR The City hereby accepts the duties to serve as registrar and paying agent for the 201 lA Note. SECTION 9. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the 2011A Note are limited and special obligations, payable solely from the sources and in the manner set forth in the Original Instrumen# end the Loan Agreement aad shall not t�e deemed a pledge of the faith and credit or taxing power of the City. SECTION 10. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution, the Loan Agreement or the 2011A Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not effect any other pmvision of this Resolufion or the 2411A Note or the Loan Agreement, but this Resolution, the Loan Agreement and the 2011A Note shall be construed and enforced as if such illegal or invalid pmvision had not been contained therein. The 2011ANote and Loan Agreement shall be issued a.nd this Resolution is adopted with the intent that the laws o€ the State of Florida shall govern their construction. SEG°TION 11. EFFECTIVE DATE. This Resolution sha(I take effect immediate�y upon its adoption. PAS�'ED, APPROVED AND ADOPTED ttus 11�' day of April, 2011. CITY OF WINTER SPRINGS, FLORIDA [SEAI.] By: . M or AT"I'EST: � By lerk Appraved as to form: By City Attomey {oi6abo�a;z} Page 3 of 4