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Home My WebLink AboutResolution 2011-19 Branch Banking And Trust Company Purchase Of Bonds RESOLL'TION NO. 2011-19 A RESOLLTTION OF THE CITY OF WINTER SPRINGS, FLORIDA ACCEPTING THE PROPOSAL OF BRANCH BANKING AND TRUST COMPANY TO PURCHASE THE CITY'S NOT TO EXCEED $880,617 WATER AND SEWER SYSTEM RE�'ENL'E REFUNDING NOTE, SERIES 2011B TO REFUND A PORTION OF THE CITY'S OUT�TANDI:�G WATER AND SEVVER REFUNDING REVENUE BONDS, SERIES 2000; AUTHORIZI�iG THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO SECURE THE REPAYI�IENT OF SAID NOTE; PRO�IDING FOR THE PAYMENT OF SUCH NOTE FROM THE NET REVENUES OF THE CITY'S WATER AND SEV�%ER SYSTEM ON PARITY WITH CERTAIN OUTSTANDING WATER AND SEWER DEBT OF THE CITY, ALL aS PRO`'IDED IN THE LOAN AGREEMENT; AL�THORIZING THE PROPER OFFICIALS OF THE CITY TO DO ANY OTHER ADDITIONAL THINGS DEEIVIED NECESS�RY OR ADVISABLE IN CONNECTION WITH THE EXECUTION OF THE LOAti AGREEMENT, THE NGTE, AND THE SECURITY THEREFOR; AtiTHORIZING THE EXECUTION AND DELI�'ERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOANS; PROVIDING FOR SEVERABILITY; DESIGtiATING THE NOTE AS "BANK QUALIFIED;" 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 pro��isions of Chapter 166. Florida Statutes, the Florida Constitution, and other applicable pro��isions of la��. SECTION 2. FINDINGS. It is herebv 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 Cit�� refund the Cit}-'s Water and Se«�er Refunding Re��enue Bonds. Series ?000 maturing in the years 2011. 2013. 2015 and 2020 (the "Refunded Bonds" j, all as more particularlv described in the Loan Agreement (as defined herein). (B) Pursuant to Section ?(b). Article VIII of the State Constitution. and Section 166.0? 1. Florida Statutes, municipalities ha��e the governmental, corporate and proprietar} po�i�ers to enable them to conduct municipal go��ernment, perform municipal functions. and render municipal services, and may exercise any pow-er for municipal purposes, e�cept �i�hen expressl} prohibited b`� la��. The issuance bti� the Cit�� of its Water and Se�i-er S}°stem Revenue Refunding Note. Series 2011B (the "2011B Note") and the execution and ;O16�8�ISli?; deli��er�� of the Loan agreement for the purposes of refunding the Refunded Bonds is not prohibited bv la�-. (C) The 2011B Note ��ill be issued as "Additional Parity Obligations" in accordance �� the prov�isions of Cit�� Resolution No. 66� (the "Original Instrument") and ��-i11 be �ecured b}� the Net Re�-enues as pro��ided in Section 6 hereof and the Loan Agreement pursuant to ��hich the Cit�� -i11 issue the 2011 B Note to secure the repa�-ment of the Loans. (D) In accordance ��ith the pro�isions of the Original Instrument, it is hereb� found that all of the co��enants contained in said resolution shall be fully� applicable to the 2011 B I�ote except as other«�ise pro�-ided in the Loan Agreer�ent. (E) The Cit�� engaged Public Financial Management, Ine. ('PFM"). the Gitv's financial ad�-isor, to solicit proposals from qualified financial institutions for a refunding of the Refunded Bonds. Three such proposals ��-ere solicited and PFM has recommended that the Cit�� accept the proposals of Branch Banking and Trust Compan�� (the "Bank"). In furtherance of such recommendation. PFN1 advises the Cit�- that due to the present ��olatility- of the market for municipal debt, it is in the best interest of the Cit�� to issue the 2011 B Note pursuant to the Loan agreement b�� negotiated sale, allo��ing the Cit�� to issue the 2011B Note at the most advantageous time, rather than a specified advertised future date, thereby� allo��ing the Cit�� to obtain the best possible price, interest rate and other terms far the 2011 B Note and, accordingly�, the City Commission of the Cit<<° hereb� finds and determines that it is in the best financial interest of the Cin- that a negotiated sale of the 20ll B'Jote to the Bank be authorized. SECTION 3. aLTTHORIZ�TIOI�' OF REFUNDING OF REFLrNDED BONDS. The Cit�- hereb�- authorizes the refunding of the Refunded Bond as more particularly� described in the Loan agreement. SECTION 4. �CCEPTaNCE OF COMI��iITMENT LETTER V�'ITH B�NK. Bas�d on a recommendation from the Cit��'s financial ad��isor, the Citv hereb�- accepts the commitment letters of the Bank dated I��arch 23, 20ll (as revised April 1. 2011) attached hereto to pro��ide the Cit� w-ith the Loan. SECTION 5. APPRO`'AL OF FORI�1 OF r�ND AUTHORIZATION OF LOAN �GREEMENT �ND EYECUTION OF LOAN A��REENIENT AND 2011B I�'OTE. The repa��ment of the loan as evidenced by� the 2011 B Note shall be pursuant to the terms and provisions of the Loan Agreement and the 2011B Note. The Cit�•� hereby� appro��es the Loan Agreement b�� and betw-een the City and the Bank in substantiall�- the form attached hereto as Exhibit A(the "Loan Agreement") and authorizes the 'vlati�or or the Deputy ?�1ay�or�'Commissioner of the Cit�r (colleeti��el��. the "'Ma�-or") and the City- Clerk or any deputy or assistant Cit}� Clerk of the City° (collectivel��, the "City� Clerk") to execute and deli�-er on behalf of the Cit�- the Loan Agreement and the 2011 B Note in substantiall� the form attached to the Loan Agreement, w-ith such changes, insertions and additions as the�� may approve, their execution thereof being evidence of such appro��al. SECTION 6. PAYI�IENT OF DEBT SERVICE ON 2011B NOTE. Pursuant to the Loan �greement, the 2011 B Note �i�ill be securec� by- the Net Re��enues of the Citi-'s V�%ater ;o�bss�so.a; ? and Se«�er S�-stem on parit�� iith each other and other Cit}� debt, all as more particularl}' described in the Loan Agreement. SECTION 7. AL'THORIZATION OF OTHER DOCL'MENTS TO EFFECT TRA'�1SACTIO'.�. To the e�tent that other documents including but not limited to an escro��- deposit agreement. redemption notices, certificates, opinions, or items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement, the ?Ol1B Note. and the securit�� therefore. the '�1a�=or, the Cit}� Clerk, the City Nlanager, the Finance Director and the Cit�• Attorne}� are herebti� authorized to e�ecute and deliver such documents, certificates, opinions, or other items and to take such other actions as are necessar�� for the full, punctual, and complete performance of the co�-enants, agreements, pro��isions, and other terms as are contained herein and in the documents included herein b�� reference. SECTION 8. PAYING AGENT aND REGISTRAR. The Cin- hereby accepts the duties to serve as registrar and paying agent for the 2011 B Note. SECTION 9. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the 2011 B Note are limited and special obligations, pa}•able solel� 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 po��er of the C it�°. SECTION 10. EFFECT OF PaRTIAL INVALIDITY. If anti� one or more pro��isions of this Resolution, the Loan Agreement, or the ?O 11 B Note shall for ani� reason be held to be illegal or in� such illegality or in��alidity shall not effect any other provision of this Resolution, the 2011B Note or the Loan Agreement, but this Resolution, the Loan Agreement, and the ?O l 1 B'.�Tote shall be construed and enforced as if such illegal or invalid pro��ision had not been contained therein. The 2011 B Note and Loan Agreement shall be issued and this Resolution is adopted w the intent that the la��s of the State of Florida shall govern their construction. SECTION 11. DESIGNATION OF 2011 B NOTE AS BANK QUALIFIED. The Cit�� designates the 2011 B Note as a"qualified '.•ax-e�cempt obligation" «�ithin the meaning of Section 26�(b)(3) of the Internal Re��enue Code of 1986. as amended (the "Code"). The Cit}� does not reasonably anticipate that the Cit�-, any subordinate entities of the Cit}•, and issuers of debt that issue "on behalf' of the Cit��. �i�ill during the calendar }�ear 2011 issue more than � 10,000.000 of "tax-e�empt"' obligations. exclusi�•e of those obligations described in Section ?65(b)(3)(C)(ii) of the Code. SECTION 12. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. [Signatures on Follow�ing Page] ;oie�s-�s�.�; 3 PASSED, APPROVED AND ADOPTED this 9` day of Ma}�. 201 l. CITY OF WINTER SPRINGS, FLOWDA [SEAL] � By: �� j�� -' , - ATTEST: v�� _ �,' . '� ' �— �� Clerk Appro�-ed as to form: ,: �� B� � Ciri� Attornev ;016�s-180.2; �