Resolution authorizing the extension of the Metropolitan Government’s general obligation commercial paper program and the amendment of the terms of the credit facility related thereto.
WHEREAS, pursuant to Resolution No. RS2017-687, adopted by the Metropolitan County Council on May 16, 2017 (the “CP Resolution”), The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government") authorized a general obligation commercial paper program in a maximum principal amount of $375 million (the “CP Program”); and
WHEREAS, the CP Program is scheduled to expire on July 2, 2020, and the Metropolitan County Council has determined that it is in the Metropolitan Government’s best interest to extend the term of the CP Program for one additional year; and
WHEREAS, MUFG Union Bank, N.A. (“MUFG”) and JPMorgan Chase Bank, National Association (“JPM”) were designated by the CP Resolution to serve, and such firms have served, as the liquidity banks for the CP Program during the term of the Program, with MUFG providing liquidity for up to $175 million of commercial paper and JPM providing liquidity for up to $200 million of commercial paper; and
WHEREAS, MUFG has determined that it is unwilling to continue to extend liquidity to the CP Program beyond the July 2, 2020 expiration date, and JPM has expressed it willingness to extend the full $375 million of liquidity for the CP Program for one additional year, on the terms and conditions set forth herein; and
WHEREAS, the Metropolitan County Council has determined that it is in the best interest of the Metropolitan Government to engage JPM as liquidity provider for the entire CP Program on the terms and conditions set forth herein; and
WHEREAS, the Metropolitan Government desires to authorize the execution and delivery of agreements and the taking of actions necessary to extend the CP Program on the terms and conditions set forth herein;
NOW, THEREFORE, BE IT RESOLVED by the Metropolitan County Council of The Metropolitan Government of Nashville and Davidson County, as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed by the CP Resolution.
2. Extension of CP Program. The Metropolitan County Council hereby approves the extension of the CP Program by one additional year, from July 2, 2020 to a date no later than July 2, 2021.
3. Engagement of JPM to Provide Facility. The Metropolitan County Council hereby appoints JPM to provide a Facility with respect a single series of commercial paper in a principal amount of up to $375 million. The Facility (in the form of a Revolving Credit Agreement, as amended by a First Amendment thereto and the Amended and Restated Fee Letter) shall be on the same terms approved by the Metropolitan County Council in the CP Resolution, except as set forth in the First Amendment to Revolving Credit Agreement attached hereto as Exhibit A and the Amended and Restated Fee Letter attached hereto as Exhibit B.
4. Affirmation of CP Resolution. Except as expressly set forth herein, the terms and conditions of the CP Program shall otherwise remain in full force and effect as set forth in the CP Resolution.
5. Authorization to Execute Facility and Related Agreements. The Metropolitan Mayor, Clerk and Finance Director, or any of them, are authorized and directed to execute the Facility with JPM and to execute such other documents and agreements, and take such actions, as may be necessary or advisable to effect the extension of the CP Program and the appointment of JPM to provide liquidity with respect thereto.
6. Effective Date. This Resolution shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.
Referred toBudget and Finance Committee
IntroducedMay 19, 2020
AdoptedMay 19, 2020
ApprovedMay 20, 2020
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Last Modified: 05/25/2020 4:37 PM