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HomeMy WebLinkAboutResolution 705 Refunding Revenue Bonds DRAFT #3 4/16/93 36216 . RES RESOLUTION NO. 705 RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, SUPPLEMENTING RESOLUTION NO. 615 OF THE CITY, AS SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $10,000.00 IN AGGREGATE PRINCIPAL AMOUNT OF IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1993, IN ORDER TO ADVANCE REFUND A PORTION OF THE CITY OF WINTER SPRINGS, FLORIDA IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1989 AND TO ACQUIRE AND CONSTRCT VARIOUS CAPITAL IMPROVEMENTS WITHIN THE CORPORATE LIMITS OF THE CITY OF WINTER SPRINGS, MAKING CERETAIN OTHER CONVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; PROVIDING CERTAIN TERMS AND DETAILS OF SUCH BONDS, INCLUDING AUTHORIZING A NEGOTIATED SALE OF SAID BONDS AND THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT THERETO; APPOINTING THE PAYING AGENT AND REGISTRAR WITH RESPECT TO SAID BONDS; AUTHORUIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; AUTHOIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT TO SERVE PURSUANT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF BE CITY OF WINTER SPRINGS, FLORIDA: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On May 17, 1989, the City Commission of the City of Winter Springs, Florida (the "Issuer") duly adopted Resolution No. 615. Resolution 615, as supplemented prior to the date hereof, is referred to herein as the "Original Resolution." (B) The Original Resolution authorized, among other things, the issuance of $9,000,000 Improvement Refunding Revenue Bonds, Series 1989 (the "Series 1989 Bonds"), of which $8,550,000 remains outstanding. (C) The Original Resolution, as amended and supplemented hereby, is referred to herein as the "Bond Resolution". (D) The Original Resolution in Section 18H thereof provides for the issuance of Additional Parity Obligations upon meeting the requirements set forth in the Original Resolution. (E) The Issuer deems it to be in the best interests of its citizens and taxpayere to issue its Improvement Refunding Revenue Bonds, Series 1993 (the "Series 1993 Bonds") for the purpose of advance refunding a portion of the Series 1989 Bonds (the "Refunded Bonds") and acquiring and constructing various capital improvements within the corporate limits of the Issuer (the "Project"). (F) For the payment of the portion of the Refunded Bonds to be refunded, the Issuer shall as provided herein, deposit part of the proceeds derived from the sale of the Series 1993 Bonds and certain other legally available monies of the Issuer in an irrevocable trust fund (the "Escrow Fund") which, together with other money. deposited therein, shall be sufficient, at the time of such deposit, to pay and refund the Refunded Bonds as the same become due and payable or are redeemed prior to maturity, as provided in this Resolution and the Escrow Deposit Agreement (the "Escrow Agreement") between the Issuer and (the "Escrow Agent"). (G) Except as expressly amended hereby, the covenants, pledges and conditions in the Original Resolution shall be applicable to the Series 1993 Bonds herein authorized to the same extent as the Series 1989 Bonds, and said Series 1993 Bonds shall constitute "Bonds" within the meaning of the Original Resolution. (H) The principal of and interest on the Series 1993 Bonds and all required reserve and other payments shall be payable solely from the Excise Taxes as provided herein and in the Original Resolution. The Series 1993 Bonds shall be payable from the Excise Taxes on a parity with the Series 1989 Bond not refunded. The Issuer shall never be required to levy ad valorem taxes on any real or personal property therein to pay the principal of and interest on the Series 1993 Bonds herein authorized or to make any other payments provided for herein. The Series 1993 Bonds shall not constitute a lien upon any properties owned by or located within the boundaries of the Issuer. (I) Due to the present volatility of the market for tax-exempt obligations such as the Series 1993 Bonds, it is in the best interest of the Issuer to sell the Series 1993 Bonds by a negotiated sale, ,allowing the Issuer to enter the market at the most advantageous time, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible price and interest rate for the Series 1993 Bonds. The Issuer acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with the negotiated sale of the S~ries 1993 Bonds. A copy of the letter of the underwriter for said Series 1993 Bonds containing the aforementioned information is attached to the or included in the Purchase Contract referred to below. (J) William R. Hough & Co., Leedy Corporation, A. G. Edwards & Sons, Inc., Gardnyr Michael Capital, Inc., and Prudential Securities, Inc. (the "Underwriters") have offered to purchase the entire aggregate principal amount of the Series 1993 Bonds from the Issuer and have submitted a Bond Purchase Contract attached hereto as Exhibit A (the "Purchase Contract") expressing the terms of such offer, and the Issuer does hereby find and determine that it is in the best financial interest of the Issuer that the terms expressed in the Purchase Contract be accepted by the Issuer. SECTION 2. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to Section 18H of Resolution No. 615, the provisions of the Act (as defined in the Bond Resolution) and other applicable provisions of law. When used in this Supplemental Resolution, the terms defined in the Bond Resolution shall have the meanings therein stated, except as set forth below. SBCTION 3. DEFINITIONS. The following terms shall have the meanings as set forth below. To the extent such definitions conflict with definitions set forth in the Original Resolution, the Original Resolution shall be deemed amended hereby. (TO BE DISCUSSED) SECTION 4. AMENDMENTS AND SUPPLEMENTAL TO ORIGINAL RESOLUTION. (TO BE DISCUSSED) SECTION 5. SERIES 1993 BOND INSURANCE POLICY PROVISIONS. (TO BE DISCUSSED) 2 SECTION 6. AUTHORIZATION AHD DESCRIPTION OF THE SERIES 1993 BONDS. The Issuer hereby determines to issue a Series of Bonds in an aggregate principal amount of not exceeding $ to be known as · Improvement Refunding Revenue Bonds, Series 1993", for the principal purpose of advance refunding the Refunded Bonds and acquiring and constructing the Project. The Series 1993 Bonds shall be dated the first day of the month in which they are delivered to the Underwriters, shall bear interest at the rates set forth in the Purchase Contract executed as authorized hereby, shall be issued as fully registered Bonds, numbered consecutively from one upward in order of maturity with the prefix "R", and shall consist of such amounts of Serial Bonds and Term Bonds, maturing in such years and amounts and payable on such dates as set forth in said Purchase Contract, and shall contain such redemption provisions as set forth in said Purchase Contract. The Series 1993 Bonds shall be issued in denomination. of $5,000 and any integral multiple thereof. The principal of, or redemption price, as applicable,; or maturity amount, as applicable, of the Series 1993 Bonds, shall be payable at the corporate trust office of the Paying Agent for the Series 1993 Bonds app~inted in Section 10 hereof, or its successor, upon presentation of the Series 1993 Bonds. Payment of interest on the Series 1993 Bonds shall be made to the owner thereof and shall be paid by check or draft of the Paying Agent to the Holder in whose name the Series 1993 Bond is registered at the close of business on the 15th day of the month (whether or not a business day) next preceding the interest payment date, or, unle.. otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. All payments shall be made in accordance with and pursuant to the terms of the Bond Resolution and the Series 1993 Bonds and shall be payable in any coin and currency of the United States of America which, at the time of payment, is legal tender for the payment of public or private debts. SECTION 7. APPLICATION OF SERIES 1993 BOND PROCEEDS. The proceeds derived from the sale of the Series 1993 Bonds, including accrued interest, shall, simultaneously with the delivery of the Series 1993 Bonds to the Underwriters thereof, be applied by the Issuer as followss (A) Accrued interest shall be deposited in the Interest Account created pursuant to the Original Resolution and shall be used only for the purpose of paying the interest which shall thereafter become due on the Series 1993 Bonds. (B) A sufficient amount of Series 1993 Bond proceeds shall be deposited into the Reserve Account such that amounts on deposit in the Reserve Account together with amounts already on deposit therein shall equal the Reserve Requirement. (C) An amount of Series 1993 Bond proceeds shall be deposited irrevocably in trust in the Issuer's escrow fund under the terms and provisions of the Escrow Agreement. Such moneys shall be invested in Government Obligations in the manner set forth in the Escrow Agreement, which investments shall mature at such times and in .uch amounts as shall be sufficient to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same mature and become due and payable or are redeemed prior to maturity. (D) To the extent not paid or reimbursed by the Underwriters of the Series 1993 Bonds, proceeds shall be used to pay all costs and expenses in connection with the preparation, issuance and sale of the Series 1993 Bonds, including, without limitation, the fees and expenses of engineers, accountants, attorneys and financial advisors, and the premium for any municipal bond insurance and debt service reserve fund insurance policies, to those persons who shall be entitled to receive the same. 3 (E) The balance of the Series 1993 Bond proceeds shall be deposited in the City of Winter Springs Construction Fund Series 1993 and such proceeds shall be used solely to acquire and construct the Project. The Project may include such other City owned and operated improvements as are approved by the City Commission of the Issuer in accordance with the Act. SBCTION 8. SALE OF THE SERIES 1993 BONDS. Upon delivery to the Mayor, the Clerk and the City Attorney of a Purchase Contract, substantially in the form of Exhibit A attached hereto, evidencing to the satisfaction of the financial advisor to the Issuer, that the net present value debt service savings resulting from the refunding of the Refunded Bonds is not less than five percent (5\) of the principal amount of the Refunded Bonds, the Mayor is hereby authorized and directed to execute said Purchase Contract and the Clerk is hereby authorized to attest the signature of the Mayor and to deliver the same to the Underwriters. The Series 1993 Bonds shall be sold to the Underwriter pursuant to the Purchase Contract at the purchase price provided therein (including any original issue discounts), plus accrued interest on the Series 1993 Bonds Ifrom the date of the series 1993 Bonds to the date of delivery and payment therefor; all terms and conditions set forth in said Purchase Contract being herebr approved. SBCTION 9. OFFICIAL STATEMENr. The form, terms and provisions of the Official Statement for the Series 1993 Bonds, in substantially the form attached hereto as Exhibit B, relating to the Series 1993 Bonds, be and the same hereby are approved with respect to the information therein contained. The Mayor and Clerk or other appropriate official of the Issuer are hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, omissions and additions as may be approved by the Mayor or other official executing the Official Statement. The Preliminary Official Statement in substantially the form of Exhibit B hereto and said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Mayor or other official executing the Official statement, and the information contained therein are hereby authorized to be used in connection with the sale of the Series 1993 Bonds to the public. Execution by the Mayor and Clerk or other appropriate official of the Issuer of the Official Statement shall be deemed to be conclusive evidence of approval of such changes, amendments, modifications, omissions and additions. SECTION 10. APPOIN'l'MENT OF REGISTRAR AND PAYING AGENT. , Florida is hereby designated Registrar and Paying Agent for the Series 1993 Bonds. The Mayor and the Clerk are hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 10. SECTION 11. AUTHORIZATION OF EXECUTION OF ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes and directs the Mayor to execute, and the Clerk to attest under the corporate seal of the Issuer, the Escrow Deposit Agreement is substantially the form attached hereto and to deliver the Escrow Deposit Agreement to ( "the Escrow Agent" ) , and does hereby authorize and direct the execution, sealing and delivery of the Escrow Deposit Agreement. All of the provisions of the Escrow Deposit Agreement, when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Escrow Deposit Agent, shall be deemed to be a part of this Supplemental Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Deposit Agreement shall be in substantially the form of the Escrow Deposit Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Deposit Agreement, as may be approved by said Mayor. Execution by the Mayor of the Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of such changes. The Clerk is further authorized to approve the purchase, from proceeds of the Series 1993 Bonds and other legally available monies of Government Obligations which, together with 4 other funds to be deposited pursuant to the Escrow Deposit Agreement, shall be sufficient at the time of such deposit to pay and refund the Refunded Bonds as the same become due and payable or are redeemed prior to maturity. SBCTION 12. BANK QUALIFIED. The Issuer designates the Bonds a. "qualified tax-exempt Obligation." within the meaning of Section 26S(b) (3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Issuer and any subordinate entitie. of the Issuer and any i.suer. of debt that issue "on behalf of" the Issuer do not reasonably anticipate during calendar year 1993 to issue more than $10,000,000 of "tax-exempt" obligations, exclusive of those obligations described in Section 26S(b)(3)(c)(ii) of the Code. SBCTION 13. GENERAL AUTHORITY. The members of the City Commissioner, the Clerk of the Issuer, the City Manager, the Finance Director and the other officera, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution or the Original ReSOlution, or desirable or Iconsistent with the requirements hereof or the Original Resolution for the full punctual and complete performance hereof or thereof. Each of the above is heFeby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the tranaactions contemplated hereunder. The Mayor and/or the Clerk are hereby authorized to execute such security purchase forms or agreements as shall be necessary to effect the transactions contemplated hereby. SECTION 1t. ORIGINAL RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Original Resolution and all the terms and provisions thereof, including the covenants contained therein, are and shall remain in full force and effect and shall be applicable to the Series 1993 Bonds. SECTION 15. SEVERABILITY AND INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, even though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or the Bonds issued hereunder. SECTION 16. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED, this 27th day of April 1993. , CITY OF WINTER SPRINGS, FLORIDA (SEAL) Mayor Attest: Mary T. Norton City Clerk Approved as to form City Attorney 5 EXHIBIT A BOND PURCHASE CONTRACT EXHIBIT B OFFICIAL STATEMENT EXHIBIT C FORM OF ESCROW DEPOSIT AGREEMENT