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HomeMy WebLinkAboutResolution 692 Refunding Revenue Bonds RESOLUTION NO. 692 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF $16,015,000 CITY OF WINTER SPRINGS, FLORIDA, WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1992; AWARDING THE SALE THEREOF TO PRUDENTIAL SECURITIES, INC. , GARDNYR MICHAEL CAPITAL, INC., A.G. EDWARDS & SONS, INC., LEEDY CORPORATION, WILLIAM R. HOUGH & CO., AND HARCOURT RYDER CAPITAL, 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 AND ESCROW HOLDER; AUTHORIZ- ING THE PURCHASE OF BOND INSURANCE TO BE ISSUED BY MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION; DEFINING THE BOND YEAR; CANCELLING THE AUTHORIZED BUT UNISSUED BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Winter Springs, Florida (the "Issuer") has by resolution adopted on September 28, 1992, which resolution is supplemented to Resolution No. 665 of the Issuer adopted April 29, 1991 (the "Resolution"), authorized the issuance of its not exceeding $17,000,000 City of winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 1992 (the "Bonds"), to (a) refund the Issuer's outstanding Water and Sewer Revenue Bonds, Series 1990 and the Issuer's outstanding Series 1989 utility Revenue Bond Anticipation Note; (b) deposit to the subaccount in the Reserve Account for the Bonds an amount equal to the Reserve Requirement; and (c) 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 Prudential Securities, Inc., Gardnyr Michael Capital, Inc., A.G. Edwards & Sons, Inc., Leedy Corporation, William R. Hough & Co., and Harcourt Ryder Capital, Inc. (the "Underwriters"), to purchase $16,015,000 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 Under- writers 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 and Escrow Holder, to authorize distribution of a Preliminary Official statement and an Official statement in connection with the issuance of the Bonds, to authorize the purchase of bond insurance 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 $16,015,000 City of winter Springs, Florida, Water and Sewer Refunding Revenue Bonds, Series 1992, is hereby authorized and approved. SECTION 2. The Bonds are hereby sold to the Underwriters upon the terms and conditions set forth in the Contract of Purchase 2 attached hereto as Exhibit "A" and incorporated by reference. The 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 October 1, 1992, shall bear interest at the rates, be subject to redemption prior to their stated dates of maturity, mature on April 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 April 1, 1993. 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 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 Underwriters 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 addi tional 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. NationsBank of Florida, 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, a statement of 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 Mayor of the Issuer and the Clerk, the city Manager, the Finance Director or other appropriate officers of the Issuer are hereby 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 or below as a prerequisite or precondi- tion to the issuance of the Bonds and any such representation made 4 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 9. NationsBank of Florida, N.A., 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 10. In accordance with Section 218.385(2) and (3) the Issuer hereby determines that: The Issuer is proposing to issue $16,015,000 of debt or obligation for the purpose of (a) refunding the Issuer's outstand- ing Water and Sewer Revenue Bonds, Series 1990 and the Issuer's outstanding Series 1989 utility Revenue Bond Anticipation Note; (b) depositing to the subaccount in the Reserve Account for the Bonds an amount equal to the Reserve Requirement; and (c) paying certain costs of issuing and delivering the Bonds. This debt or obligation is expected to be repaid over a period of 28 years. At the interest rates specified in the Contract of Purchase, total interest paid over the life of the debt or obligation will be $17,665,319.63. The source of repayment of security for this proposal is the Issuer's Net Revenues of its combined water and sewer system. Authorizing this debt or obligation will result in a maximum of $1,255,586.26 of Issuer water and sewer system moneys not being 5 available to finance the other services of the Issuer each year for 28 years. SECTION 11. The authority to issue $985,000 of the Bonds authorized pursuant to the Resolution is hereby canceled. 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. 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 28th day of September, 1992. CITY OF WINTER SPRINGS, FLORIDA (SEAL) Mayor Attest: Mary T. Norton City Clerk Approved as to form and legal sufficiency City Attorney 35402C.RES 9/28/92 6