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HomeMy WebLinkAboutResolution 2011-36 BB&T Bank, Improvement Refunding Revenue BondRESOLUTION NO. 2011-36 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 $1,400,000 IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2011 TO REFUND A PORTION OF THE CITY'S OUTSTANDING IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999; 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 THE FRANCHISE FEES RECEIVED BY THE CITY FROM FLORIDA POWER CORPORATION AND THE PUBLIC SERVICE TAXES LEVIED AND COLLECTED BY THE CITY PURSUANT TO SECTION 166.231, FLORIDA STATUTES, 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 "BAND 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 the City refiind the City's Improvement Refunding Revenue Bonds, Series 1999 maturing in the years 2012 and 2018 (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 Improvement {01695778;1) Refunding Revenue Note, Series 2011 (the "2011 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 2011 Note will be issued as "Additional Parity Obligations" in accordance with the provisions of City Resolution No. 615 (the "Original Instrument ") and will be secured by the Excise Taxes as provided in Section 6 hereof and the Loan Agreement pursuant to which the City will issue the 2011 Note to secure the repayment of the Loan (as defined in the Loan Agreement). (D) In accordance 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 2011 Note except as otherwise provided in the Loan Agreement. (E) The City has engaged Public Financial Management, Inc. ( "PFM ") as the City's financial advisor. 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 2011 Note pursuant to the Loan Agreement by negotiated sale, allowing the City to issue the 2011 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 2011 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 2011 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 Bond 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 July 7, 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 2011 Note. The repayment of the loan as evidenced by the 2011 Note shall be pursuant to the terms and provisions of the Loan Agreement and the 2011 Note. The City hereby approves the Loan Agreement by and between the City and the Bank in substantially the form attached hereto as Exhibit A (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 2011 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 2011 Note. Pursuant to the Loan Agreement, the 2011 Note will be secured by the franchise fees collected by the City from the electric franchise granted by the City to Florida Power Corporation and the Public Service {01695778;11 2 Taxes collected by the City pursuant to the authorization in Section 166.231, Florida Statutes (collectively, the "Excise Taxes ") on parity with other City debt, 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 2011 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 2011 Note. SECTION 9. LIMITED OBLIGATION. The obligation of the City to repay mounts under the Loan Agreement and the 2011 Note are limited and special obligations, payable solely 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 power of the City. SECTION 10. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution, the Loan Agreement, or the 2011 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 2011 Note or the Loan Agreement, but this Resolution, the Loan Agreement, and the 2011 Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2011 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 2011 Note AS BANK QUALIFIED. The City designates the 2011 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] (01695779;1) PASSED, APPROVED AND ADOPTED this 8 "' day of August, 2411. CITY OF WINTER SPRINGS, FLORIDA [SEAL] A ftl Approved a form: B City Attorney =- - - :M IS (01695778;1) 4