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HomeMy WebLinkAboutResolution 2011-54 Branch Banking and Trust Company - Tuscawilla Improvement Area RESOLUTION NO. 2011-54 A RESOLUTION OF THE CITY ' OF WINTER SPRINGS, FLORIDA ACCEPTING THE PROPOSAL OF BRANCH BANKING AND TRUST COMPANY TO PURCHASE THE CITY'S NOT TO EXCEED $1,800,000 SPECIAL ASSESSMENT REVENUE REFUNDING NOTE, SERIES 2011 (TUSCAWILLA IMPROVEMENT AREA) TO REFUND ALL OF THE CITY'S OUTSTANDING SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2001 (TUSCAWILLA IMPROVEMENT AREA); AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO SECURE THE REPAYMENT OF SAID NOTE; PROVIDING FOR THE PAYMENT OF SUCH NOTE FROM CERTAIN SPECIAL ASSESSMENTS LEVIED BY THE CITY WITHIN THE TUSCAWILLA IMPROVEMENT AREA, 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 NOTE, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; DESIGNATING 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 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 he City refund all of the City's Special Assessment Revenue Bonds, Series 2001 (Tuscawilla Improvement Area) (the "Refunded Bonds "), all as more particularly described in the Loan Agreement (as defined herein). The Refunded Bonds constitute "Original Obligations" within the meaning of City Resolution No. 99 -884 (the "Assessment Resolution "). (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, {21420750;1} except when expressly prohibited by law. The issuance by the City of its Special Assessment Revenue Refunding Note, Series 2011 (Tuscawilla Improvement Area) (the "Note ") and the execution and delivery of the Loan Agreement for the purposes of refunding the Refunded Bonds is not prohibited by law. Pursuant to Chapter 166, Pari II, Florida Statutes, the City is authorized to issue evidences of indebtedness like the Note and to pledge funds for the payment thereof (C) The Note will be secured by the Assessments as provided in Section 6 hereof and the Loan Agreement pursuant to which the City will issue the Note to secure the repayment of the Loan (as defined in the Loan Agreement). The Note constitutes "Refunding Obligations" within the meaning of the Assessment Resolution as supplemented. (D) The City has engaged Public Financial Management, Inc. ( "PFM ") as the City's financial advisor, and at the City's request, PFM issued a request for proposal to qualified financial institutions to provide the terms and conditions under which they would purchase the Note to refund the Refunded Bonds. PFM advises the City that due to the present volatility of the market for municipal debt, it is in the best interest of the City to issue the Note pursuant to the Loan Agreement by negotiated sale, allowing the City to issue the 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 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 Note to Branch Banking and Trust Company (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 COMMITMENT LETTER WITH BANK. Based on a recommendation from the City's financial advisor, the City hereby accepts the commitment letter of the Bank dated September 16, 2011 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 NOTE. The repayment of the loan as evidenced by the Note shall be pursuant to the terms and provisions of the Loan Agreement and the Note. The City hereby approves the Loan Agreement by and between the City and the Bank in substantially the form attached hereto (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 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 NOTE. Pursuant to the Loan Agreement, the Note will be secured by the proceeds to be derived from those special assessments designated as the Tuscawilla Local Improvement Assessment (by City Resolution No. 99 -884) (the "Assessments ") imposed and levied by the City against the property within the {21420750;1} 2 Tuscawilla Improvement Area (created pursuant to City Resolution No. 99 -887) specially benefitted by the Project constructed with proceeds of the Refunded Bonds, including interest on such Assessments and any penalties thereon and monies received upon the foreclosure of the liens of any such Assessments, but excluding moneys recovered for the expense of collecting Assessments, all as more particularly described in the Loan Agreement. SECTION 7. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents including but not limited to an escrow deposit agreement, redemption notices, certificates, opinions, or other items are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement, the Note, and the security therefore, the Mayor, 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, punctual, and complete performance of the covenants, agreements, provisions, and other terms as are contained herein and in the documents included herein by reference. SECTION 8. PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to serve as registrar and paying agent for the Note. SECTION 9. 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 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 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, the Note or the Loan Agreement, 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 11. 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 that issue "on behalf' of the City, will during the calendar year 2011 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 12. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. [Signatures on Following Page] {21420750;1} 3 PASSED, APPROVED AND ADOPTED this 10 day of October, 2011. CITY OF WINTER SPRINGS, FLORIDA [SEAL] / r ti y _ By: /r te. I_ " 0_ a or . ATTEST• f r By A WW1 erk Approved to form: / , By City Attorney {21420750;1} 4