Description: AGENDAHED.JPG

  

Item No:                    5F.

 

Meeting Date:           May 13, 2013

 

From:                          William Spinelli, Finance Director

 

Subject:                      Resolution authorizing Second Amendment to Debt Service Forward Delivery Agreement with Wells Fargo Bank, National Associate.

 


Staff Recommendation:

Staff recommends adoption of the attached resolution authorizing  execution of the proposed second amendment to Debt Service Forward Delivery Agreement related to the City’s Utility System Refunding Revenue Bonds, Series 2013, and the City’s Capital Improvement Refunding Revenue Bonds, Series 2013.

 

Analysis:

The City is in the process of refunding the Capital Improvement Revenue Bonds, Series 2004, and the City’s Utility Revenue Bonds, Series 2004, which has a Debt Service Forward Delivery Agreement attached to the 1/6 and 1/12 debt service payments.  This amendment allows the City to transfer the Debt Service Forward Delivery Agreement to the City’s Utility System Refunding Revenue Bonds, Series 2013, and the City’s Capital Improvement Refunding Revenue Bonds, Series 2013.  This resolution allows the City to not have to pay the approximate $1.1 million termination fee associated with the original 2005 agreement. 

 

Options:

1.  Approve the resolution authorizing execution of the Second Amendment agreement with Wells  Fargo Bank; or

2.  Such alternative action as the Commission may deem appropriate

 

Fiscal Impact: 

There is no fiscal impact as a result of authorizing this amendment, and there are no legal or changes in the payment schedule or total amount of the debt service. 

 

Submission Date and Time:    5/8/2013 6:17 PM____

Department: ______________________

Prepared by:  ______________________                     

Attachments:         Yes____   No ______

Advertised:   ____Not Required ______                     

Dates:   __________________________                     

Attorney Review :       Yes___  No ____

                                                

_________________________________           

Revised 6/10/04

 

Reviewed by: Dept. Head ________

 

Finance  Dept. __________________                                     

                              

Deputy C.M. ___________________                                                                         

Submitted by:

City Manager ___________________

 

Account No. _________________

 

Project No. ___________________

 

WF No. ______________________

 

Budget  ______________________

 

Available _____________________


 

RESOLUTION NO. ________

A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND AMENDMENT TO DEBT SERVICE FORWARD DELIVERY AGREEMENT,  A SECOND AMENDMENT TO CUSTODY AGREEMENT AND ALL DOCUMENTS RELATED THERETO FOR THE CITY’S Utility System Refunding Revenue Bonds, Series 2013, and THE CITY’S Capital Improvement Refunding Revenue Bonds, Series 2013; REPEALING CONFLICTING RESOLUTIONS AND MOTIONS; PROVIDING A SAVINGS CLAUSE: AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the City of Leesburg, Florida (the “City”) and Wells Fargo Bank, National Associate, as successor in interest to Wachovia Bank, National Association entered into a Debt Service Forward Delivery Agreement, dated as of July 22, 2005 (the “Original DSFDA”), respecting the City’s Refunding and Capital Improvement Revenue Bonds, Series 1999 (the “Series 1999 Bonds”), the City’s Electric System Revenue Bonds, Series 2004, the City’s Utility System Revenue Bonds, Series 2004 (the “Utility System Series 2004 Bonds”), and the City’s Capital Improvement Revenue Bonds, Series 2004 (the “Capital Improvement Series 2004 Bonds”);

 

WHEREAS, the Original DSFDA was subsequently amended by a First Amendment to Debt Service Forward Delivery Agreement, dated as of December 4, 2009 (the “First Amendment to DSFDA”) (the Original DSFDA as amended by the First Amendment to DSFDA, the “Current DSFDA”), respecting the loan from Bank of American, N.A. (“Lender”) pursuant to the Loan Agreement, dated as of December 4, 2009, between Lender and the City, and the refunding of the Series 1999 Bonds;

 

WHEREAS, the City and U.S. Bank National Association (either directly or as acquirer of the rights and obligations of SunTrust Bank) (“Custodian”) previously entered into a Custody Agreement Related to Debt Service Forward Delivery Agreement, dated as of July 22, 2005 (the “Original Custody Agreement”);

 

WHEREAS, the Original Custody Agreement was subsequently amended by a First Amendment to Custody Agreement Related to Debt Service Forward Delivery Agreement, dated as of December 4, 2009 (the Original Custody Agreement as amended by the First Amendment to Custody Agreement, the “Current Custody Agreement”);

 

WHEREAS, the Utility System Series 2004 Bonds and the Capital Improvement Series 2004 Bonds have been completely refunded with the proceeds of the City’s Utility System Refunding Revenue Bonds, Series 2013 (the “Utility System 2013 Bonds”) and the City’s Capital Improvement Refunding Revenue Bonds, Series 2013 (the “Capital Improvement Series 2013 Bonds”);

 

WHEREAS, the City has deemed it desirable and advantageous to amend the provisions of the Current DSFDA and the Current Custody Agreement (collectively, the “Agreements”) for the purposes of terminating the Agreements with respect to the Utility System Series 2004 Bonds and the Capital Improvement Series 2004 Bonds; and applying the Agreements (as amended) to the Utility System Series 2013 Bonds and the Capital Improvement Series 2013 Bonds.

 

NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA as follows:

SECTION 1.                             Authorization of Delivery of Second Amendments.  The Second Amendment to Debt Service Forward Delivery Agreement and the Second Amendment to Custody Agreement (collectively, the “Second Amendments”) in substantially the forms attached hereto are hereby approved. 

SECTION 2.                             Additional Authorizations.  The Mayor, the Mayor Pro Tem, the Interim City Manager, the Finance Director and the Deputy Finance Director of the City each a “City Authorized Representative,” and the City Clerk or any Deputy City Clerk, and such officers and employees of the City as may be designated by a City Authorized Representative or the City Clerk or any Deputy City Clerk, are each designated as agents of the City in connection with the transactions contemplated hereby and in the Second Amendments and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts, including but not limited to the Second Amendments, on behalf of the City that are necessary or desirable in connection with the transactions contemplated hereby and in the Second Amendments, and which are specifically authorized by or are not inconsistent with, the terms and provisions of this Resolution.

SECTION 3.                             Severability.  If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution.

SECTION 4.                             Controlling Law; Members of City Not Liable.  All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligation and agreements of the City to the full extent authorized by the Constitution and laws of the State of Florida.  No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City in his individual capacity, and neither the members of the City nor any official executing any document authorized hereby shall be liable personally on such document, or under this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City or such members thereof.


SECTION 5.                             Inconsistent Resolutions and Motions.  All prior resolutions of the City 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 6.                             Effective Date.  This Resolution shall take effect immediately upon its passage and adoption in accordance with law, at a duly noticed public meeting of the City Commission of the City of Leesburg, Florida, at which a quorum was present.

 

 

PASSED AND CERTIFIED AS TO PASSAGE this 13th day of May, 2013.

 CITY OF LEESBURG, FLORIDA



By:                                                                              
      Mayor

[SEAL]

Attested:

 

 

 

 

 

 

 

By                                                        _____ 

City Clerk

 

Approved as to Form and Correctness:

 

By ________________________________

          City Attorney