AGENDA MEMORANDUM

 

 

Meeting Date:           December 14, 2009

 

From:                          Jerry Boop, Finance Director, CPA, CGFO

 

Subject:                      Resolution of the City of Leesburg, Florida to appoint U.S. Bank National Association as successor to the City as registrar and paying agent for the City’s Capital Improvement Refunding Promissory Note, Series 2009.

 

 

Staff Recommendation:

Staff recommends the appointment of U.S. Bank National Association as successor to the City as registrar and paying agent for the City’s Capital Improvement Refunding Promissory Note, Series 2009.

 

Analysis:

The Resolution outlines the Staff, Financial Advisors’, Bond Counsel’s and City Attorney’s recommendation, with the support of our City Clerk, to replace the City Clerk as the Registrar and Paying Agent for the 2009 Note Issue (Series 1999 Refunding) with U.S. Bank, our currently serving firm for that role. This is necessary due to our Finance Team’s successful negotiation with the Debt Service Deposit Advisor, Wachovia Bank, amendment to that Agreement. The addition of U.S. Bank to keep notice to the Note holder, Bank of America, was one of negotiated points agreed to by the City team. This will create a slight annual expense, year one of $500, and then per our FA’s negotiation, $250 annually thereafter, as payment to US Bank, but also serves to reduce the time and expense to Staff to perform this important role. In addition, and not required per this Resolution, but to continue to meet SEC Rule 15c2-12 Continuing Disclosure Requirements on the Senior Note, the City also engaged Digital Assurance Corporation (“DAC”) as our Dissemination Agent on the 2009 Note, at a reduced Year One fee of $750, then per our FA’s negotiation, annually thereafter at a further reduced fee of $500, again reducing staff time and expense, and insuring compliance with this important matter

 

Options:

1.  Approve the appointment of U.S. Bank National Association as successor to the City as registrar and paying agent for the City’s Capital Improvement Refunding Promissory Note, Series 2009; or

2.  Such alternative action as the Commission may deem appropriate

 

 

 

 

Fiscal Impact

The first year’s expense, $1,250.00, will be funded out of cost of issuance.  Subsequent yearly payments will total $750.00 per year and will be included in the annual budget as a component of debt service. 

 

 

Submission Date and Time:    12/10/2009 5:14 PM____

 

Department: __Finance_____________

Prepared by:  ___Jerry Boop__________                     

Attachments:         Yes____   No ______

Advertised:   ____Not Required ______                     

Dates:   __________________________                     

Attorney Review :       Yes___  No ____

                                                

_________________________________           

Revised 6/10/04

 

Reviewed by: Dept. Head __JB______

 

Finance  Dept. ___________JB_______                                     

                              

Deputy C.M. ___________________                                                                         

Submitted by:

City Manager ___________________

 

Account No. _________________

 

Project No. ___________________

 

WF No. ______________________

 

Budget  ______________________

 

Available _____________________


 

RESOLUTION NO. ____

A RESOLUTION OF THE CITY OF LEESBURG, FLORIDA, AMENDING SECTION 8 OF CITY RESOLUTION NO. 8857, TO APPOINT U.S. BANK NATIONAL ASSOCIATION AS SUCCESSOR TO THE CITY AS REGISTRAR AND PAYING AGENT FOR THE CITY’S CAPITAL IMPROVEMENT REFUNDING PROMISSORY NOTE, SERIES 2009; AND PROVIDING AN EFFECTIVE DATE.

            WHEREAS, pursuant to Resolution No. 8857 (the “Resolution”), the City of Leesburg, Florida (the “City” or the “Issuer”) authorized the issuance of its Capital Improvement Refunding Promissory Note, Series 2009 (the “Note”) and accepted the duties of registrar and paying agent for the Note; and

                         

            WHEREAS, U.S. Bank National Association (the “Bank”) as custodian pursuant to that Debt Service Forward Delivery Agreement dated as of July 22, 2005 between the City and Wachovia Bank, National Association, as amended,(the “DSFDA”) is required to remit debt service payments on the Note and other debt of the City to the paying agents therefor, and

           

            WHEREAS, because of the DSFDA it is in the best interest of the City that the Bank replace the City as registrar and paying agent for the Note; and

           

            NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA, AS FOLLOWS:

 

SECTION 1.  The “WHEREAS” clauses contained hereinabove are true and accurate in all respects and are hereby included as a material part of this Resolution.

 

SECTION 2.  Section 8 of the Resolution is hereby amended to read as follows:

“U.S. Bank National Association is hereby appointed as registrar and paying agent for the Note.”

SECTION 3.  To effect the appointment referenced in Section 2 hereof, the Mayor, the City Clerk, the City Manager, the City 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 therefor.

 

SECTION 4.  All prior resolutions of the City, including the Resolution, inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby, shall remain in full force and effect.

 


 

 

SECTION 5.  This Resolution shall become effective immediately upon its adoption.

Adopted this 14th day of December, 2009.

 

 

 

[OFFICIAL SEAL]

CITY OF LEESBURG, FLORIDA

 

 

 

By:                                                                      

       Mayor

 

 

ATTEST:

 

 

_________________________

City Clerk

 

 

 

Approved as to Form and Correctness:

 

 

_________________________

City Attorney