HomeMy WebLinkAbout1999 07 08 Other
RESOLUTION NO. 886
A RESOLUTION SUPPLEMENTING A RESOLUTION OF CITY OF WINTER
SPRINGS, FLORIDA AUTHORIZING THE ISSUANCE OF ITS IMPROVEMENT
REFUNDING REVENUE BONDS, SERIES 1999 BY AWARDING THE
NEGOTIATED SALE OF $7,998,969.75 ORIGINAL PRINCIPAL AMOUNT OF CITY
OF WINTER SPRINGS, FLORIDA IMPROVEMENT REFUNDING REVENUE
BONDS, SERIES 1999 TO HANIFEN, IMHOFF INC. AND GARDNYR MICHAEL
CAPITAL, INC. AND THE EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT; AUTHORIZING THE PURCHASE FROM AMBAC ASSURANCE
CORPORATION OF BOND INSURANCE FOR SUCH BONDS AND A SURETY
BOND FOR DEPOSIT TO THE SUBACCOUNT IN THE RESERVE ACCOUNT FOR
SUCH BONDS; MAKING CERTAIN FINDINGS; ESTABLISHING THE INTEREST
RATES, MATURITY SCHEDULE, AND REDEMPTION PROVISIONS FOR SAID
BONDS; APPROVING FORMS OF SAID BONDS; APPROVING THE FORM OF
AND AUTHORIZING THE USE OF THE OFFICIAL STATEMENT AND
AUTHORIZING AND RATIFYING USE OF THE PRELIMINARY OFFICIAL
STATEMENT; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF CITY
OF WINTER SPRINGS, FLORIDA TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS
INCLUDING THE EXECUTION OF THE DISCLOSURE DOCUMENT;
DESIGNATING THE BONDS AS BANK QUALIFIED; APPOINTING THE PAYING
AGENT AND REGISTRAR FOR THE BONDS; APPROVING THE FORM OF AN
ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW HOLDER TO
SERVE THEREUNDER; CALLING THE PRIOR BONDS FOR EARLY
REDEMPTION; DESIGNATING THE BONDS AS "BANK QUALIFIED";
APPROVING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS;
CANCELING THE AUTHORIZED BUT UNISSUED BONDS; PROVIDING
CERTAIN OTHER DETAILS WITH RESPECT TO SAID BONDS; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Winter Springs, Florida has, pursuant to a
Resolution adopted on June 14, 1999 (the "Resolution"), authorized the issuance of its not exceeding
$8,000,000 City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1999 (the
"Bonds" or the "1999 Bonds") (a) to currently refund the Prior Bonds; (b) to acquire and construct the
1999 Project; (c) to purchase for deposit to the subaccount in the Reserve Account created for the benefit
of the Bonds a surety bond in an amount equal to the Reserve Requirement for the Bonds; and (d) pay
certain costs of issuing and delivering the Bonds; and
WHEREAS, the City of Winter Springs, Florida (the "Issuer") now desires to approve the sale of
its Bonds pursuant to the Bond Purchase Agreement and in furtherance thereof to appoint a Registrar and
Paying Agent to authorize distribution of an Official Statement in connection with the issuance of the
Bonds, to authorize the purchase of bond insurance and a surety bond policy, and to make certain other
determinations concerning the Bonds.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
WINTER SPRINGS, FLORIDA, AS FOLLOWS:
ORL#508492.02
SECTION 1. Definitions. All words and phrases used herein in capitalized form, unless
otherwise defined herein, shall have the meaning ascribed to them in the Resolution.
SECTION 2. Authorization. The sale of $7,998,969.75 original principal amount of City of
Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1999, to Hanifen, Imhoff Inc.
and Gardnyr Michael Capital, Inc. (collectively, the "Underwriter") upon the terms and conditions set
forth in the Bond Purchase Agreement (the "Contract") attached hereto as Exhibit "A" and incorporated
by reference is hereby approved. The authorization granted in the Resolution to issue $1,030.25 of the
Bonds that will not be issued is hereby canceled.
SECTION 3. Negotiated Sale. The City Commission hereby determines that a negotiated sale
of the 1999 Bonds to the Underwriter is in the best interests of the Issuer because of prevailing market
conditions, because delays caused by soliciting competitive bids could adversely affect the Issuer's ability
to issue and deliver the 1999 Bonds at presently favorable interest rates, and because the nature of the
security for the 1999 Bonds and the sources of payment of debt service on the 1999 Bonds requires the
participation of an underwriter in structuring the Bond issue.
SECTION 4. Description of Bonds. The 1999 Bonds shall be issued as Serial Bonds and Term
Bonds (such Serial Bonds being both Current Interest Bonds and Capital Appreciation Bonds as indicated
below) and shall be initially registered pursuant to a book-entry system in the name of Cede & Co., as
nominee of The Depository Trust Company, and shall bear interest or yields at the fixed rates per annum
and shall mature in the amount and on the dates set forth below:
MATURITIES, AMOUNTS, ACCRETED VALVES, INTEREST RATES, AND PRICES OR YIELDS
CVRRENT INTEREST BONDS
$3,035,000 SERIAL BONDS
Maturities
October 1 Amounts Interest Rates Prices
1999 $165,000 3.25% 100%
2000 200,000 3.50% 100%
2001 220,000 4.00% 100%
2002 240,000 4.10% 100%
2003 390,000 4.25% 100%
2004 415,000 4.35% 100%
2005 440,000 4.45% 100%
2006 470,000 4.55% 100%
2007 270,000 4.60% 100%
2008 55,000 4.70% 100%
2009 75,000 4.80% 100%
2010 95,000 4.90% 100%
$250,0005.10% Term Bonds, due October 1,2012, Price 100%
$1,215,0005.25% Term Bonds, due October 1,2018, Yield 5.32%
(plus accrued interest from July 1, 1999)
ORL#508492,02
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Capital Appreciation Bonds
Maturity
October 1
Original Principal
Amount
Initial Amount per
$5.000 at Maturity
Approximate Yield
to Maturity
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
$417,881.25
393,796.50
371,764.50
350,892.75
331,130.25
312,413.25
295,455.75
278,676.75
263,517.00
248,484.75
234,957.00
$1,638.75
1,544.30
1,457.90
1,376.05
1,298.55
1,225.15
1,158.65
1,092.85
1,033.40
974.45
921.40
5.60%
5.62%
5.63%
5.64%
5.65%
5.66%
5.660/0
5.67%
5.67%
5.68%
5.68%
The 1999 Current Interest Bonds shall be dated July I, 1999, the 1999 Capital Appreciation
Bonds shall be dated their date of delivery and the proceeds of the Bonds shall be deposited in the funds
created pursuant to the Resolution and as provided in the certificates delivered in connection with the
closing for the Bonds.
SECTION 5. Redemption. The 1999 Bonds shall be subject to redemption prior to their
scheduled maturity as follows:
Optional Redemption of Series 1999 Bonds
The Series 1999 Bonds maturing on or prior to October I, 2009, and the Series 1999 Bonds
maturing October l, 20 19 through October I, 2029 are not redeemable prior to their respective maturities.
The Series 1999 Bonds maturing on or after October I, 20l0, are subject to optional redemption prior to
their maturities on or after October l, 2009, at the option of the City in whole or in part at any time, in
such manner as shall be determined by the City and by lot within a maturity if less than a full maturity
from any legally available moneys at a redemption price (expressed as a percentage of the principal
amount to be redeemed) as set forth in the following table, together with accrued interest to the
redemption date.
Period During Which Redeemed
(Both Dates Inclusive)
Redemption
Price
October l, 2009 through September 30,2010
October l, 20 I 0 and thereafter
101%
lOO%
Mandatory Redemption of Series 1999 Bonds
The Series 1999 Bonds maturing on October 1,2012 are subject to mandatory redemption prior to
maturity in part by lot on October l, 2011 and on each October I thereafter, at a redemption price equal to
the principal amount thereof and accrued interest thereon to the date fixed for redemption, without
premium from Amortization Installments through operation of the Redemption Account, as follows:
ORL#508492.02
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October 1 of Year
Principal Amount
2011
2012
$lI5,000
135,000
The Series 1999 Bonds maturing on October 1, 2018 are subject to mandatory redemption prior to
maturity in part by lot on October l, 2013 and on each October 1 thereafter, at a redemption price equal to
the principal amount thereof and accrued interest thereon to the date fixed for redemption, without
premium from Amortization Installments through operation of the Redemption Account, as follows:
October I of Year
Principal Amount
2013
2014
2015
2016
2017
2018
$150,000
175,000
195,000
2l0,000
235,000
250,000
SECTION 6. Preliminary Official Statement and Official Statement. The form and content
of the Preliminary Official Statement dated June 8,1999, relating to the Bonds attached hereto as Exhibit
"E ", is hereby approved. The use of such document by the Underwriter in the marketing of the 1999
Bonds is hereby ratified. The Mayor and the City Manager are hereby authorized to execute on behalf of
the Issuer an Official Statement relating to the 1999 Bonds, in substantially the form and content as the
Preliminary Official Statement, with such additions, deletions, and changes thereto, including such
additions, deletions and other changes as may be necessitated by this Resolution and the Contract as such
officers may approve (such approval to be conclusively evidenced by their execution of said Official
Statement), and to deliver such Official Statement to the Underwriter.
SECTION 7. Form of Bonds. The 1999 Bonds shall be in substantially the form as set forth in
the Resolution, with such additions, deletions and other changes thereto as the officials of the Issuer
executing the 1999 Bonds shall approve, such approval to be conclusively evidenced by the execution of
the 1999 Bonds (by manual or facsimile signature) by such officials. The City Commission hereby
authorizes and approves the execution of the Bonds by the Mayor and Clerk.
SECTION 8. Continuing Disclosure Certificate. The form and content of the Continui.ng
Disclosure Certificate (the "Disclosure Document") relating to the 1999 Bonds attached hereto as Exhibit
"e" is hereby approved. The Mayor and the Clerk are hereby authorized to execute on behalf of the
Issuer the Disclosure Document in substantially the form attached hereto, with such additions, deletions,
and other changes as such officers may approve (such approval to be conclusively evidenced by their
execution ofthe Disclosure Document).
SECTION 9. Bond Insurance. Insurance to insure the holder of any Bond, the scheduled
payment of principal and interest on behalf of the Issuer is hereby authorized to be purchased from
Ambac Assurance Corporation ("Ambac") and payment for such insurance is hereby authorized from
1999 Bond proceeds or from other Issuer moneys. In accordance with the Commitment for Municipal
Bond Insurance attached hereto as Exhibit "D", a statement of insurance is hereby authorized to be
printed on or attached to the 1999 Bonds for the benefit and information of the 1999 Bondholders.
ORL#508492.02
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SECTION 10. Reserve Account. The purchase from Ambac of its Surety Bond (the "Reserve
Policy") in accordance with the provisions of the commitment for the same attached hereto as Exhibit
"E" is hereby authorized and approved and the payment of the premium for such is hereby authorized
from proceeds of the 1999 Bonds or other Issuer moneys. The Reserve Policy will be held in the
subaccount in the Reserve Account created pursuant to the Resolution for the Bonds and will be used for
the purposes provided in the Resolution and the Reserve Policy.
SECTION 11. Paying Agent and Registrar. SunTrust Bank, Central Florida, National
Association, Orlando, Florida is hereby appointed to serve as Registrar and Paying Agent for the Bonds.
SECTION 12. The Issuer designates the Bonds 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
Issuer does not reasonably anticipate that the Issuer, any subordinate entities of the Issuer, and issuers of
debt that issue "on behalf' of the Issuer, will during calendar year 1999 issue more than $lO,OOO,OOO of
"tax-exempt" obligations, exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the
Code.
SECTION 13. Escrow Deposit Agreement. The form and content of the Escrow Deposit
Agreement (the "Escrow Agreement") pursuant to which certain proceeds of the 1999 Bonds will be
deposited together with other legally available moneys to defease the Prior Bonds in the form attached
hereto as Exhibit "F" is hereby approved. All of the then Outstanding Prior Bonds are hereby irrevocably
called for redemption on October 1, 1999 at the redemption price of 10l % of the principal amount of such
Prior Bonds together with accrued interest to the redemption date. The Mayor and the Clerk are hereby
authorized to execute on behalf of the Issuer the Escrow Deposit Agreement in substantially the form
attached hereto, with such additions, deletions, and other changes as such officers may approve (such
approval to be conclusively evidenced by their execution of the Escrow Agent). SunTrust Bank, Central
Florida, National Association is hereby appointed to serve as Escrow Holder pursuant to the Escrow
Agreement.
SECTION 14. Other Actions. The Mayor, the City Manager, the City Attomey, the Clerk, and
the Finance Director (collectively the "Issuer Officers"), and Carlton, Fields, Ward, Emmanuel, Smith &
Cutler, P.A. as Bond Counsel and First Southwest Company, as the Issuer's Financial Advisor are hereby
authorized and directed to take all actions necessary or desirable in connection with the issuance and
delivery of the 1999 Bonds and the consummation of all transactions in connection therewith. The Issuer
Officers are hereby authorized and directed to execute all necessary or desirable certificates, documents,
papers, and agreements for the undertaking and fulfillment of all transactions referred to in or
contemplated by the Resolution, the Official Statement, this Resolution, and the Contract.
SECTION 15. Approval of Prior Actions. All actions taken to date by the members of the
City Commission and the officers, agents, and employees of the Issuer in furtherance of the issuance of
the Bonds are hereby approved, confirmed and ratified.
SECTION 16. Inconsistent Resolutions and Motions. All prior resolutions of the Issuer
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.
ORL#508492.02
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SECTION 17. Effective Date. This Resolution shall become effective immediately upon its
adoption.
IN WITNESS WHEREOF, this Resolution has been duly adopted this 8th day of July, 1999;' I I
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City Attorney
ORL#508492.02
CITY OF WINTER SPRINGS, 'FLORIDA
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