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HomeMy WebLinkAboutResolution 667 Refunding Revenue Bonds RESOLUTION NO. 667 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $6,915,000 CITY OF WINTER SPRINGS, FLORIDA, WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1991; AWARDING THE SALE THEREOF TO SOUTHEASTERN CAPITAL GROUP, 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 AND PAYING AGENT; AUTHORIZING THE PURCHASE OF BOND INSURANCE TO BE ISSUED BY MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION; AUTHORIZING THE FUNDING OF THE RESERVE ACCOUNT BY PURCHASE OF A SURETY BOND AND AUTHORIZING EXECUTION OF A FINANCIAL GUARANTY AGREEMENT IN CONNECTION THEREWITH; DEFINING THE BOND YEAR; AND PROVIDING AND EFFECTIVE DATE. WHEREAS, The City of Winter Springs, Florida (the "Issuer") has by resolution adopted on April 22, 1991, (the "Resolution"), authorized the issuance of its $6,915,000 City of winter Springs, Florida, Water and Refunding Sewer Revenue Bonds, Series 1991 (the "Bonds"), to (a) advance refund the Issuer's outstanding Water and Sewer Refunding Revenue Bonds, Series 1985, (b) finance the acquisition and construction of extensions and improvements to the existing water and sewer system of the Issuer; (c) purchase a debt service reserve surety bond for deposit to a subaccount in the Reserve Account for the Bonds; and (d) pay certain 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 capital Group, Inc. (the "Underwriter"), to purchase $6,915,000 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 "Contract of Purchase"), a copy of which is attached hereto as Exhibit "A"; and WHEREAS, the Issuer now desires to sell its Bonds pursuant to the Contract of Purchase and in furtherance thereof to appoint a Registrar and paying Agent to authorize distribution of a Prelimi- nary Official statement and an Official statement in connection with the issuance of the Bonds, to authorize the purchase of bond insurance, to authorize the purchase of a surety bond for deposit in the special subaccount in the Reserve Account, and the execution of a financial guaranty agreement in connection therewith and to make certain other determinations concerning the Bonds; 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 an Exhibit hereto; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. The negotiated sale of $6,915,000 city of winter springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 1991, is hereby authorized and approved. SECTION 2. The Bonds are hereby sold to the Underwriter upon the terms and conditions set forth in the Contract of Purchase attached hereto as Exhibit "A" and incorporated by reference. The 2 Mayor and Clerk are hereby authorized to execute such Contract of Purchase 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 officer of the Issuer executing the same, such execution to be conclusive evidence of such approval. SECTION 3. The Bonds shall be dated May 1, 1991, 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 as an Exhibit to the Contract of Purchase. Interest on those Bonds shall be payable on April 1 and October 1 of each year commencing October 1, 1991. SECTION 4. The Bonds shall be issued under and secured by the Resolution and shall be executed and delivered by the Mayor and attested by the Clerk or other appropriate official of the Issuer in substantially the form set forth in the Resolution, with such additional changes and insertions therein as conform to the provisions of the Contract of Purchase, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 5. The distribution of the Preliminary Official Statement relating to the Bonds by the Underwriter attached hereto as an Exhibit 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 3 substantially the form of the Preliminary Official statement attached hereto, with such additional changes, insertions and omissions as do not change the substance thereof except in confor- mity with the Contract of Purchase 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. Barnett Banks Trust Company, N.A., is hereby appointed to serve as Registrar and Paying Agent for the Bonds. SECTION 7. 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 Municipal Bond Investors Assurance Corporation ("MBIA") and payment for such insurance is hereby authorized from Bond proceeds in accordance with the Commitment for Municipal Bond Insurance is hereby authorized to be printed on or attached to the Bonds for the benefit and information of the Bondholders. The appropriate officials of the Issuer are authorized to execute the commitment for Municipal Bond Insurance attached hereto. SECTION 8. The Issuer shall fund the special subaccount in the Reserve Account with a surety bond purchased from MBIA. The Mayor and city Manager or Clerk are authorized to execute a Financial Guaranty Agreement in substantially the form attached hereto, with such changes insertions and omissions as may be approved by such officers. SECTION 9. The Mayor of the Issuer and the Clerk, the City Manager, or other appropriate officers of the Issuer are hereby 4 authorized and directed to execute any and all certifications or other instruments or documents including but not limited to a Registrar/Paying Agent Agreement required by the Resolution, the Contract of Purchase, 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. SECTION 10. The Issuer designates the Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b) (3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Issuer and any subordinate entities of the Issuer and any Issuer of "tax-exempt" debt that issues "on behalf of" the Issuer do not reasonably anticipate during calendar year 1990 to issue more than $10,000,000 of "tax-exempt" obligations, exclusive of those obligations described in section 265(b) (3) (C) (ii) of the Code. SECTION 11. Barnett Banks Trust Company, N . A. , Jacksonville, Florida, 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 12. All prior resolutions of the Issuer inconsis- tent 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. 5 SECTION 13. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City commission of the City of winter Springs, Florida, this 29th day of April, 1991. CITY OF WINTER SPRINGS, FLORIDA (SEAL) Mayor Attest: Mary T. Norton City Clerk Approved as to form and legal sufficiency City Attorney 6