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HomeMy WebLinkAboutResolution 458 Revenue Bonds RESOLUTION NO. 458 A RESOLUTION AMENDING AND SUPPLEMENTING A RESOLUTION ENTITLED: A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $6,000,000 WATER AND SEWER REVENUE BONDS, SERIES 1983, OF THE CITY OF WINTER SPRINGS, FLORIDA TO FINANCE THE COST OF ACQUIRING A WATER AND SEWER SYSTEM FOR THE CITY AND CONSTRUCTING IMPROVEMENTS TO SAID SYSTEM; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE NET REVENUES OF THE SYSTEM; MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE; AMENDING SECTIONS 2(F), (0), (P) AND (Y); PRO- VIDING DEFINITIONS FOR "TRUSTEE" AND "AVERAGE ANNUAL DEBT REQUIRE'MENT"; AMENDING SECTION 3, SECTION 19A, SECTION 19B, SECTION 19D AND SEC- TION 19P; AUTHORIZ ING THE FORM OF AND APPROV- ING THE EXECUTION OF AN INDENTURE OF TRUST; AMENDING THE SERIES DESIGNATION FOR CERTAIN OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on November 22, 1983 the City Commission of the City of Winter Springs, Florida (the "Issuer") adopted Resolution No. 435 (the "Resolution") authorizing the issuance of not exceeding $6,000,000 Water and Sewer Revenue Bonds, Series 1983, to finance the cost of acguiring a Water and Sewer System for the Issuer and constructing improvements to said system; WHEREAS, it is now necessary to make certain amendments to the Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION of the City of Winter Springs, Florida, as follows: SECTION 1. Section 2 (F) of the Resolution is amended as follows: (F) "BOND YEAR" shall mean the period beginning with October 2 of each year and extending for a period of twelve (12) months thereafter. SECTION 2. Section 2 (0) of the Resolution is amended as follows: (0) "GROSS REVENUES" or "REVENUES" shall mean all income or earnings, including Connection Charges, col- lected by the City from the date of the issuance of the Bonds, from any source received by the Issuer or accrued to the Issuer from the ownership or operation of the System and all parts thereof, including investment income, if any, earned on any fund or account, all as calculated in accordance with sound accounting practice, but "Gross Revenues" or "Revenues" shall not include proceeds from the sale or other disposition of the Sys- tem or any part thereof, condemnation awards or proceeds of insurance received with respect to the System. How- ever, "Gross Revenues" or "Revenues" shall include pro- ceeds from the sale or other disposition of the System or any part thereof to any unit of local government cre- ated by special act of the Florida Legislature for the purpose of owning and operating water and sewer facili- ties. Provided, however, that no provision or provi- sions of this Resolution 'shall prohibit the sale or other disposition of the System or any part thereof to any such unit of local government for any good and valu- able consideration, including the assumption of certain liabilities of the City. Provided, however that for purposes of Section l8D and 18P of this Resolution, "Gross Revenues" or "Revenues" shall not include Connec- tion Fees. SECTION 3. Section 2(P) of the Resolution is amended as follows: (P) "INVESTMENT SECURITIES" means any of the fol- lowing, if and to the extent that the same are legal for the investment of the proceeds of the Bonds and the Net Revenues: (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America; (ii) bonds, debentures, notes or participation certificates issued by the Federal Banks for Cooperatives, the Federal Intermediate Credit Banks, the Federal Home Loan Banks, the Export-Import Bank of the United States, the Federal Land Banks, the Federal National Mortgage Association, the Government National Mortgage Association, and direct and general obligations of any agency or instrumentality of the united States of America not included in the foregoing listing; (iii) Public Housing Bonds and Pro- ject Notes fully secured by contracts with the united States; and (i v) negotiable or non-negotiable certi fi- cates of deposit or time deposits issued by any bank, trust company or national banking association which is a member of the Federal Reserve System, provided that (a) such certificates of deposit or time deposits shall continuously be collaterally secured by investments listed under clauses (i) through (iii) above having a market value (exclusive of accrued interest) at all times at least equal to such certificates of deposit or time deposits and such investments securing such certi- ficates of deposit or time deposits, and collateral therefor if requi red by law, shall be deposited with such public officer or public or private institution as shall be provided for the deposit of security for the deposit of public moneys under the laws of the State of Florida, or, if there is no such provision, with such officer of the Issuer as designated by the City; or (b) the amount of such certificates of deposit or time depo- sits purchased or obtained from any bank, trust company or national association shall not exceed twentyfive percent (25%) of its capital and surplus or such other limit, if any, as may be required by the laws of the State of Florida. SECTION 4. Section 2 (Y) of the Resolution is amended as follows: (Y) "RESERVE REQUIREMENT" shall mean, in any year, the lesser of the Maximum Bond Service Requirement, if any, on the Bonds becoming due in any ensuing Bond Year or 125% of the Average Annual Bond Service Requi re- mente SECTION 5. Section 2(EE) of the Resolution is hereby created to read as follows: "TRUSTEE" shall mean a bank with trust powers or a trust company selected by Resolution of the Issuer and 2 at any time serving under this Resolution and the Inden- ture of Trust authorized pursuant to this Resolution. SECTION 6. Section 2(FF) is hereby created to read as follows: "AVERAGE ANNUAL DEBT SERVICE REQUIREMENT" means as of each date on which a series of Bonds is issued, the total amount of Debt Service Requirement to become due on all Bonds deemed to be Outstanding immediately after the issuance of such series of Bonds divided by the total number of years for which Bonds are deemed to be Outstanding, except that with respect to any Bonds for which Amortization Installments have been established, the amount of principal coming due on the final maturity date with respect to such Bonds shall be reduced by the aggregate principal amount of such Bonds that are to be redeemed from Amortization Installments to be made in prior Bond Years. SECTION 7. Section 3 of the Resolution is amended as follows: SECTION 3. FINDINGS. It is hereby ascertained, determined and declared: (A) The Company now owns, operates and maintains the System as defined and described herein, and derives revenues from rates, fees, rentals and other charges made and collected for the services of the System. (B) The System is one of two water and sewer sys- tems currently being operated in the corporate limits of the Issuer. (C) That in order to maintain and operate said System for the protection of the health, safety and welfare of the Issuer , its inhabitants and other users it is desi rable that the Issuer issue its Bonds to provide funds to purchase and improve the system, as provided in this Resolution. (D) That the City expects to derive revenues from rates, fees, rentals and other charges made and collect- ed for the services and facilities of said System and said revenues are not pledged or encumbered in any man- ner. (E) That the Bonds shall be issued solely for the purpose of acquiring and improving the System and facil- ities related thereto. (F) That the aforesaid System shall be acquired and improved substantially in accordance with the engi- neering report and plans and specifications heretofore filed or to be filed in the office of the City Clerk, as the same may be revised from time to time by the Con- sulting Engineer and/or engineers retained by the Issuer with the approval of the City Commission. (G) The principal of and interest on the Bonds and all required Sinking Fund Account, certain reserve and other payments shall be payable solely from the Net Revenues as provided herein. The Issuer shall never be required to levy ad valorem taxes on any real or person- al property therein to pay the principal of and interest on the Bonds herei n authori zed or to make any other 3 payments provided for herein. The Bonds shall not constitute a lien upon any properties owned by or located within the boundaries of the Issuer. (H) The Net Revenues are estimated to be suffi- cient to pay all principal of and interest on the Bonds to be issued hereunder, as the same become due, and to make all required Debt Service Fund, Reserve Account or other payments required by this Resolution. SECTION 8. Section 19A of the Resolution is hereby amended to read as follows: A. REVENUE FUND. The entire Gross Revenues derived from the operation of the System shall upon receipt thereof be deposited in the "City of Winter Springs Water and Sewer Revenue Fund" (hereinafter called the "Revenue Fund"), hereby created and estab- lished, to be held by the Trustee pursuant to the Inden- ture of Trust authorized by this Resolution. Such Reve- nue Fund shall constitute a trust fund for the purposes herein provided and shall be used only for the purposes and in the manner provided herein and in the Indenture of Trust authorized pursuant to this Resoution. SECTION 9. Section 19B of the Resolution is amended as follows: B. DISPOSITION OF REVENUES. All revenues at any time remaining on deposit in the Revenue Fund after pay- ment of Cost of Operation and Maintenance shall be dis- posed of on or before the fi fteenth day of each month commencing in the month immediately following delivery of the Bonds only in the following manner and in the following order of priority: (1) From the moneys remaining in the Revenue Fund, the Issuer shall next deposit into a separate fund which is hereby created and designated "City of Winter Springs Water and Sewer Debt Service Fund" to be held in trust by the Trustee (herein called the "Debt Service Fund"), and credit to the following accounts, each on a parity with each other, the following identified sums: (a) Interest Account: One-sixth (1/6) of all interest becoming due on the Bonds on the next semi -annual interest payment date, together with any fees or charges of the Pay- ing Agent therefor. The moneys in the Inter- est Account shall be withdrawn and deposited with the Paying Agent for the Bonds on or before each interest payment date in an amount sufficient to pay the interest due on such date and the fees and charges of the Paying Agents. Such monthly payments shall be increased or decreased proportionately prior to the first interest payment date or dates, after making allowance for any deposits made into the Interest Account upon the issuance of the Bonds. (b) Principal Account: Beginning on the first day of the month which is twelve (12) months prior to the first principal maturity date and month ly thereafter, a sum equal to one twelfth (1/12) of the amount which will be 4 sufficient, together with the funds then on deposit therein, to pay the principal (except the principal of which is required to be paid on the Term Bonds from the Redemption Account hereinafter created and established) on the Serial Bonds on the next principal maturity date. Such payments shall be increased pro- portionately prior to the first principal pay- ment date of the Bonds to make up any defi- ciency in the Principal Account. The moneys on deposit in the Principal Account shall be withdrawn and deposited with the Paying Agent for such Bonds on or before each pri ncipal maturity date in an amount sufficient to pay the principal maturing on such date and the fees and charges of the Paying Agents. (c) Redemption Account: An amount sufficient to pay any Amortization Installment established by any subsequent resolution of the Issuer. (2) From the moneys on deposit in the Revenue Fund the Issuer shall next deposit into a special account in the Debt Service Fund hereby created and designated the "Reserve Account", a monthly sum of not less than one-sixtieth (1/60) of the Reserve Requirement. No further deposits shall be required to be made into the Reserve Account whenever the full Reserve Requirement shall be on deposit there- in. Any withdrawals from the Reserve Account shall be subsequently restored from the first moneys available in the Revenue Fund after all required payments from the Revenue Fund (including all defi- ciencies in prior required payments therefrom) have been made in full. Moneys in the Reserve Account shall be used only for the purpose of paying Bond Service Requi rement on the Bonds when the other moneys in the Debt Service Fund are insufficient therefor, and for no other purpose. Whenever the amount on deposi t in the Reserve Account exceeds the then current Reserve Requi rement, the excess shall be withdrawn from the Reserve Account and deposited in any account in the Debt Service Fund. (3) Upon the issuance of any Additional Pari- ty Obligations under the terms, limitations and conditions as are herein provided, the payments into the several accounts in the Debt Service Fund, including, if Term Bonds are issued, the Redemption Account, shall be increased in such amounts as shall be necessary to make the payment for the principal of, interest on and reserves for such Additional Parity Obligations on the same basis as hereinabove provided with respect to the Bonds initially issued under this Resolution. (4) The Issuer shall next apply and deposit monthly from the moneys remaining on deposit in the Revenue Fund into a special account to be known as the "City of Winter Springs Water and Sewer Renewal and Replacement Fund" (hereinafter called the "Renewal and Replacement Fund"), which fund is hereby created and established, an amount equal to one-twelfth (1/12th) of five percent (5%) of the 5 Gross Revenues received during the immediately pre- ceding Fiscal Year, such deposit to be continued to be made for the purpose of this account; provided that no deposit shall be required to be made so long as there is an amount on deposit in the Renewal and Replacement Fund in the amount of 5% of the Gross Revenues received during the immediately immediately preceeding Fiscal Year. The moneys in the Renewal and Replacement Fund shall be used only for the purpose of paying the cost of extensions, enlargements or additions to, or the replacement of capital assets of the System and emergency repairs thereto. Such moneys on deposit in such account shall also be used to supplement the Reserve Account in the Debt Service Fund, if necessary, in order to prevent a default in the payment of the principal of and interest on the Bonds. (5) Fifty percent of the balance of any moneys remaining in the Revenue Fund after the above required payments have been made may be used for any lawful purpose and fifty percent of the balance of any moneys remaining in the Revenue Fund after the above required payments have been made shall be transferred to the renewal and replacement Fund or the Debt Service Fund; prov ided, however, that none of said money shall be used for any purposes other than those hereinabove specified nor shall any moneys be transferred to the Renewal and replacement Fund or the Debt Service Fund pursuant to this Section unless all current pay- ments, including any deficiencies for prior pay- ments, have been made in full and unless the Issuer shall have complied fully with all the covenants and provisions of this Resolution. (6) The Debt Service Fund (including the Reserve Account and all accounts therein), the Renewal and Replacement Fund, the Revenue Fund, the Acquisition and Improvement Fund and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds. The money in all such funds shall be continuously secured in the same manner as municipal deposits are authorized to be secured by the laws of the State of Florida. Moneys on deposit in the Revenue Fund, the Debt Service Fund and the Acquisition and Improve- ment Fund may be invested and reinvested in Invest- ment Securities (or as otherwise provided) which mature not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. The moneys in the Renewal and Replacement Fund may be invested up to five (5) years. Moneys in the Reserve Account may be inves- ted and reinvested in Investment Securities matur- i ng not later than the last maturity of the bonds or Additional Parity Obligations, if issued. All income on such investments shall be deposi ted in the respective funds and accounts from which such investments were made and be used for the purposes thereof unless and until the maximum required amount is on deposit therein, and thereafter shall be deposited in the Revenue Fund. (7) In determining the amount of any of the payments required to be made pursuant to this Sec- tion 19, credit shall be given for all investment income accrui ng to the respective funds and 6 accounts described herein, except as otherwise provided. (8) The cash required to be accounted for in each of the funds and accounts described in this section except for the Reserve Account in the Debt Service Fund, and the Renewal and Replacement Fund, may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various pur- poses of such funds and accounts as herein provi- ded. Provided, however, that the Revenue Fund and the Debt Service Fund including the Reserve Account therein shall be held in trust by the Trustee pur- suant to the Indenture of Trust authorized by this Resolution. The designation and establishment of the various funds in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in govern- mental accounting or to hinder or prevent the City from maintaining its records and accounts in the manner set forth by the National Council on Govern- mental Accounting in the publication titled "Gov- ernmental Accounting Auditing and Financial Report- ing", but rather is intended solely to constitute an earmarking of certain revenues and assets of the System for certain purposes and to establish cer- tain priorities for application of such revenues and assets as herein provided. The City may main- tain separate accounts for the System within the funds and accounts described herein. SECTION 10. Section 19D of the Resolution is amended to read as follows: D. RATE COVENANT. The Issuer will fix, establish, revise from time to time whenever necessary, maintain and collect all such fees, rates, rentals and other charges for the use of the products, services and facil- ities of the System which will always provide revenues in each year sufficient to pay all the Cost of Operation and Maintenance of the System as the same shall become due plus one hundred twenty-five per centum (125%) of the Bond Service Requirement becoming due in such Bond Year upon the Bonds, Add i tional Parity ObI igations and any other obligations intended to be paid from such Net Revenues after excluding from such Bond Service Require- ment payments to be derived for that purpose from other sources. Such rates, fees, rentals or other charges shall not be reduced so as to be insufficient to provide revenues for such pu rposes. I n the event the aud it referred to in 19E hereof shows that the Issuer is not in compliance with the rate covenant set forth in 19D, within thirty (30) days after such audit, the Consulting Engineer wi II recommend suggested fees, rates, rentals and other charges for the use of the products, services and facilities of the System sufficient to meet the requi rements of this Section 19D. The Issuer hereby covenants and agrees to immediately adjust (to the extent permitted by law), such rates, fees and other charges to comply with the requirements of this Section 19D. SECTION 11. Section 19P of the Resolution is amended as follows: 7 P. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity Obligations, payable on a parity from the Net Revenues of the System with the Bonds herein authori zed, shall be issued after the issuance of any Bonds herein authorized, except upon the conditions and in the manner hereinafter provided: (1) Any such obligations shall be issued solely for the purpose of extending, enlarging, improv- ing or adding to the facilities of the System and/or to refund any bonds issued for such purposes. (2) There shall have been obtained and filed with the Issuer a certificate of an independent certi- fied public accountant of suitable experience and responsibility stating: (a) that the books and records of the City relative to the System have been audited by him; (b) the amount of the Net Revenues of the System, derived for the Fiscal Year preceding the date of issu- ance of the proposed Additional Parity Obligations with respect to which such certificate is made, adjusted as herein below provided; (c) that the aggregate amount of such Net Revenues, as adjusted, from the System, for such preceding Fiscal Year is equal to not less than one hundred twenty-five (125%) percent of the Maximum Bond Service Requirement on (i) all obligations issued under this Resolution, if any, then Outstanding, and (ii) on the Additional Parity Obligations with respect to which such certificate is made. (3) Upon recommendation of the Consulting Engineers, historical Net Revenues of the System may be adjusted for purposes of this Section by including 100% of the additional Net Revenues, which in the opinion of the Consulting Engineer would have been derived by the Issuer from rate increases adopted and in effect before the Additional Parity Obligations are issued. (4) The Issuer shall not be in default in the carrying out of any of the obligations assumed under this Resolution, and all payments required by this Reso- lution to be made into the funds and accoutns estab- lished hereunder shall have been made to the full extent required. (5) The Debt Service Bonds, including the Additional shall be substantially level. Requirement on the Parity Obligations, (6) The resolut ion authori zing the issuance of the Additional Parity Obligations shall recite that all of the covenants contained herein will be applicable to such Additional Parity Obligations, shall bear inter- est payable semi-annually on April 1 and October 1 of each year and shall mature annually or semi-annually on October 1 and/ or April 1 of the year of maturity there- of. (7) For the purposes of this Subsection only, the term Net Revenues shall not include investment income derived from the investment of funds in the Acquisition and Improvement Fund or any similar fund created for any other series of Bonds. (8) Upon the issuance of Parity Obligations, the Reserve Account therein the Reserve Requirement. the Additional shall contain 8 SECTION 12. AUTHORIZATION OF INDENTURE. I n order to more fully secure the Bonds, the Mayor and the City Clerk is authorized to execute the Indenture of Trust attached hereto as Exhibit "A" with a bank or trust company to be approved by subsequent resolu- tion of the Issuer with such insertions, omissions and additions as shall be made by the officers executing the same, with the signatures of such officers being conclusive evidence of any such approval. SECTION 13. In order to alleviate confusion in the national market for tax exempt revenues obligations, it is necessary to have the Bonds reflect the year of issuance as their series desig- nation. Therefore, all references to "Series 1983" in the Resolu- tion, including any specific designation of the Bonds as "Series 1983 Bonds" is hereby amended to reflect the year in which the Bonds are issued as the series designation. SECTION 14 . This Resolution shall become effective immediately upon its adoption. ADOPTED this 13 day of Sept., 1984 John V. Torcaso Mayor (SEAL) ATTEST: Mary T. Norton City Clerk Approved as to Form and Legal Sufficiency: City Attorney 9