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HomeMy WebLinkAboutResolution 616 Refunding Revenue Bonds RESOLUTION NO. 616 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $9,000,000 CITY OF WINTER SPRINGS, FLORIDA IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1989; AWARDING THE SALE THEREOF TO SOUTHEASTERN MUNICIPAL BONDS, INC. SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CONTRACT; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND ESCROW HOLDER; AUTHORIZING THE PURCHASE OF BOND INSURANCE TO BE ISSUED BY ANBAC INDEMNITY CORPORATION; PROVIDING FORA DEPOSIT TO THE RESERVE ACCOUNT; PROVIDING FOR THE TRANSFER OF CERTAIN MONIES HELD FOR THE BENEFIT OF THE REFUNDED BONDS; AUTHORIZING THE EARLY CALL OF THE REFUNDED BONDS AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Winter Springs, Florida (the "Issuer") has by resolution adopted on May 1, 1989 (the "Resolution"), autho- rized the issuance of its $9,000,000 City of winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1989 (the "Bonds" ), to (a) refund certain outstanding obligations of the Issuer (the "Refunded Bonds") (b) to finance the acquisition and construction of the Project in accordance with certain plans on file or to be on file with the Clerk; (c) to fund a portion of the Reserve Account in the Debt Service for the Bonds; and (d) pay costs of issuing and delivering the Bonds; and WHEREAS, due to the present instability in the market for revenue obligations the interest on which is excluded from federal gross income, the critical importance of the timing of the sale of the Bonds and due to the willingness of Southeastern Municipal Bonds, Inc. (the "Underwriter"), to purchase $9,000,000 in aggregate principal amount of the Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Bonds at a negotiated sale; and WHEREAS, the Issuer has received an offer from the Underwriter to purchase the Bonds, subject to the terms and conditions set forth in the Purchase Contract (the "Purchase Contract"), a copy of which is attached hereto as Exhibit "A"; and WHEREAS, the Issuer now desires to sell its Bonds pursuant to the Purchase Contract and in furtherance thereof to appoint a Registrar and Paying Agent, and to appoint an Escrow Holder for those proceeds of the Bonds to be deposited pursuant to the escrow deposit agreement to defease the Refunded Bonds, to authorize distribution of a Preliminary Official Statement and Official Statement in connection with the issuance of the Bonds, to author- ize the purchase of bond insurance and to provide for a deposit to the Reserve Account and the transfer of certain funds presently held for the benefit of the Refunded Bonds, and certain other matters; and WHEREAS, the Issuer has been provided all applicable dis- closure information required by Section 218.385, Florida Statutes, a copy of which is attached as Exhibit "B" to the Purchase Con- tract; HOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. The negotiated sale of $9,000,000 City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1989, is hereby authorized and approved. 2 SECTION 2. The Bonds are hereby sold to the Underwriter upon the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit "A" and incorporated by reference. The Mayor or any Commissioner of the City Commission of the Issuer and the City Manager and City Clerk are hereby authorized to execute such Purchase Contract in substantially the form attached as Exhibit "A", with such additional changes, insertions and omissions therein as do not change the substance thereof and as may be approved by the said officers of the Issuer executing the same, such execution to be conclusive evidence of such approval. SECTION 3. The Bonds shall be dated May 1, 1989, shall bear interest at the rates, be subject to redemption prior to their stated dates of maturity, mature on October 1 in the years and amounts, and be subject to certain other terms as set forth in Exhibit "A" to the Purchase Contract. Interest on the Bonds shall be payable April 1 and October 1 of each year commencing October 1, 1989. SECTION 4. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Mayor of the City Commission of the Issuer and attested by the City Clerk in substantially the form set forth in the Resolution, with such additional changes and insertions therein as conform to the provisions of the Purchase Contract, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. 3 SECTION 5. The distribution by the Underwriter of the Preliminary Official Statement relating to the Bonds attached hereto as Exhibit "B" is hereby approved, confirmed and ratified, and the distribution of an Official Statement of the Issuer relating to the Bonds is hereby approved, such Official Statement to be in substantially the form of Exhibit "B" hereto, with such additional changes, insertions and omissions as do not change the substance thereof except in conformity with the Purchase Contract and as may be made and approved by officers of the Issuer executing the same, such execution to be conclusive evidence of any such approval. SECTION 6. Sun Bank, National Association, is hereby appointed to serve as Registrar and Paying Agent for the Bonds. SECTION 7. Sun Bank, National Association, is hereby appointed to serve as escrow holder pursuant to that escrow deposit agreement the form of which was attached as Exhibit A to the Resolution. SECTION 8. The Issuer hereby authorizes the deposit of $297,618.00 from bond proceeds to the Reserve Account created pursuant to the Resolution. SECTION 9. The Issuer hereby authorizes the transfer of all of the funds currently held in the reserve account for the Refunded Bonds and $71,297.00 in certain other accounts held for the benefit of the Refunded Bonds to the Reserve Account created pursuant to the Resolution. 4 SECTION 10. Insurance issued by AMBAC Indemnity Corporation to insure to the holder of any Bond the scheduled payment of principal and interest on behalf of the Issuer is hereby authorized to be purchased and payment for such insurance is hereby authorized from Bond proceeds. A statement of insurance is hereby authorized to be printed on or attached to the Bonds for the benefit and information of the Bondholders. SECTION 11. The Refunded Bonds, scheduled to mature on April 1, 1993 and thereafter, which are designated as Improvement Refunding Revenue Bonds, Series 1985 are hereby called for early redemption on April 1, 1992 at a redemption price of one hundred two percent (102%) of their principal accrued interest and those Refunded Bonds designated as Improvement Revenue Bonds, Series 1979 and maturing on April 1, 1991 and thereafter are hereby called for early redemption on April 1, 1990, at par plus accrued interest, plus a minimum of 2.75%. SECTION 12. The Mayor of the City Commission of the Issuer and the City Clerk, the City Manager or other appropriate officers of the Issuer are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Resolution, the Purchase Contract, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified. 5 SECTION 13. 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 otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 14. This resolution shall take effect immediately upon its adoption. PROPOSED, PRESENTED AND PASSED this 1st day of May, 1989. CITY COMMISSION OF THE CITY OF WINTER SPRINGS, Leanne M. Grove, Mayor (SEAL) ATTEST: Mary T. Norton City Clerk Apprioved as to Form and Sufficiency: City Attorney 6