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HomeMy WebLinkAboutResolution 710 Refunding Revenue Bonds RESOLUTION NO. 710 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AMENDING AND SUPPLEMENTING RESOLUTION NO. 615 OF THE CITY AS SUPPLEMENTED BY AMENDING AND SUPPLEMENTING CERTAIN SECTIONS THEREOF TO CONFORM TO THE CHANGES REQUIRED OR AGREED TO BY AMBAC INDEMNITY CORPORATION AS A CONDITION TO THE ISSUANCE OF ITS INSURANCE POLICY RELATING TO THE CITY'S IMPROVEMENT REFUNDING RESERVE BONDS, SERIES 1993; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 166, Part II, Florida Statutes, Chapter 72-718, Laws of Florida, Special Act of 1972, as amended and supplemented and other applicable provisions of law, and Resolution No. 615 of the City adopted May 1, 1989 as supplemented (the "original Resolution"). SECTION 2. DEFINITIONS. Unless the context otherwise requires or unless amended by this Resolution, all capitalized terms used herein shall have the meanings specified in the Original Resolution. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: (A) The City of Winter Springs, Florida (the "Issuer") received a commitment for a Municipal Bond Insurance Policy from AMBAC Indemnity Corporation, (the "Insurer") a copy of which is attached hereto as Exhibit A (the "Bond Insurance commitment"), which required certain amendments to be made to the Original Resolution as a condition precedent to the issuance of the Municipal Bond Insurance Policy for the Issuer's Improvement Refunding Revenue Bonds, Series 1993 (the"Series 1993 Bonds"). The Issuer's financial advisor has negotiated with the Insurer certain additional changes to the Original Resolution which changes are reflected below but not included in the Bond Insurance Commitment. (B) In accordance with the provLsLons of the Original Resolution, the written consent of AMBAC Indemnity Corporation as the insurer of all Bonds outstanding under the Original Resolution to the amendments to the Original Resolution set forth below is attached hereto which written consent includes the acknowledgement of AMBAC Indemnity Corporation that its insurance policy will remain in full force and effect. (C) It is in the best interest of the Issuer to amend and supplement the Original Resolution as set forth below. SECTION 4. The definition of "Federal Securities" in the Original Resolution is hereby supplemented to read as follows: (1) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (2) below), or (2) Direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America. SECTION 5. The definition of "Permitted Investments" in the Original Resolution is hereby amended to read as follows: 1 (1) Federal Securities. (2) Obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: - Export - Import Bank - Farmers Home Administration - General Services Administration - U.S. Maritime Administration - Small Business Administration - Government National Mortgage Association (GNMA) - U.S. Department of Housing & Urban Development (PHA's) - Federal Housing Administration (3) Bonds, notes, or other evidences of indebtedness rated "AAA" by Standard & Poor's Corporation and "Aaa" by Moody's Investors Service issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with remaining maturities not exceeding three years; (4) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "A-I" or "A 1+" by Standard & Poor's and "P-l " by Moody's and maturing no-more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (5) Commercial paper which is rated at the time of purchase in the single highest classification, "A-l+" by Standard & Poor's and "P-l" by Moody's Investors Service and which matures not more than 270 days after the date of purchase; (6) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's Corporation; (7) Pre-refunded Municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local government unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Standard & Poor's Corporation and Moody's Investors Service, Inc. or any successors thereto; or (B) (i) which are fully secured to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (1) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of 2 and interest and redemption premium, if any, on the bonds or dates specified in the irrevocable instructions referred to above, as appropriate; (8) Investment agreements approved in writing by AMBAC Indemnity corporation supported by appropriate opinions of counsel with notice to Standard & Poor's Corporation; and (9) Other forms of investments approved in writing by AMBAC with notice to Standard & Poor's corporation; and (10) Units of Participation in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, or any similar common trust fund that is established pursuant to law as a legal depository of public moneys and for which the State Board of Administration acts as custodian. "Value", which shall be determined as of the end of each month, means that the value of any investments shall be calculated as follows: (a) As to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) As to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Paying Agent in it absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (c) As to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (d) as to any investment not specified above: established by prior agreement between the Indemnity Corporation. the value thereof Issuer, and AMBAC SECTION 6. The definition of "Reserve Requirement" in the Original Resolution is hereby amended to read as follows: "Reserve Requirement" shall mean in any Bond Year the lesser of (i) Maximum Bond Service Requirement (ii) 125% of the Average Annual Bond Service Requirement or (iii) 10% of the proceeds of any series of Bonds. The above amendment shall apply to the Series 1993 Bonds and any subsequent issue of Additional Parity Obligations. SECTION 7. section 17(0) of the Original Resolution is hereby amended to read as follows: o. FRANCHISE FEES. So long as any of the Bonds are outstanding and unpaid, or payment thereof has not been duly provided for, it will not repeal the ordinance granting the franchise to Florida Power Corporation and levying said Franchise Fees, and will not amend or modify said ordinance or any manner so as to reduce the rate or amount of Franchise Fees levied thereunder, or impair or adversely affect the obligation of Florida Power Corporation, or of its legal representatives, successors or assigns, to payor the power or obligation of the 3 Issuer to levy and collect said Franchise Fees, or impair or adversely affect in any manner the pledge of such Franchise Fees made herein, or the rights of holders of Bonds issued pursuant to this Resolution. The Issuer further expressly represents that it has legal and valid power to levy and continue to levy and collect said Franchise Fees in the manner provided, in said ordinance, and said Issuer further represents that the covenants entered into between the Issuer and the holders of the Bonds pursuant to this subsection (D) constitute a valid and legally binding contract between the Issuer and such Bondholders and are not subject to repeal, impairment or modification by the Issuer. In the event the Issuer shall acquire the electric power and distribution facilities of the Florida Power Corporation, or in the event it shall acquire, construct or operate an electric power and distribution system and the Franchise Fees are not available to the Issuer to make the payments therefrom required pursuant to the provisions of this Resolution, the Issuer will make payment from the net revenues first available to it from the operation of any such electric power and distribution system so owned, acquired, constructed or operated by it of the amounts required to be paid from the Franchise Fees pursuant to the provisions of this Resolution. The Issuer further covenants that as long as any Bonds remain outstanding it will levy an amount of Franchise Fees when added to the amount of all taxes, licenses and other impositions levied by Issuer of at least six percent (6%) on any provider of electricity within the jurisdiction of the City. SECTION 8. section 17(H) of the Original Resolution is hereby amended to read as follows: H. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity Obligations, payable on a parity from the Excise Taxes with all Outstanding Bonds, shall be issued except upon the conditions and in the manner hereinafter provided: (1) There shall have been obtained and filed with the Issuer a certificate of an independent certified public accountant of suitable experience and responsibility stating: (a) that the books and records of the City relating to the collection and receipt of the Excise Taxes have been audited by him; (b) the amount of the Excise Taxes received for any twelve (12) months out of the immediately preceding eighteen (18) months preceding the date of issuance of the proposed Additional Parity Obligations with respect to which such certificate is made; (c) that the aggregate mount of such Excise Taxes for such period is equal to not less than one hundred twenty-five percent (125%) of the Maximum Bond Service Requirement on all obligations issued under this Resolution, if any, then Outstanding and on the Additional Parity Obligations with respect to which such certificate is made. (2) The Excise Taxes for the preceding Fiscal Year may also be adjusted to include the estimated Excise Taxes as certified by an independent certified public accountant, that the Issuer would have received from areas that the Issuer has annexed prior to the issuance of the Additional Parity Obligations and not fully reflected in such Fiscal Year. (3) The Excise Taxes for the preceding Fiscal Year may also be adjusted to include the estimated Excise Taxes, as certified by an independent certified public accountant, that the Issuer would have received during such Fiscal Year due to increase in the rate or rates of such Excise Taxes during such Fiscal Year and not fully reflected in such Fiscal Year. (4) Each resolution authorizing the issuance of Additional Parity Bonds will recite that all of the covenants herein contained will be applicable to such Additional Parity Bonds. 4 (5) The City shall not be in default in performing any of the covenants and obligations assumed hereunder, and all payments herein required not have been made into the funds and accounts, as provided hereunder, shall have been made to the full extent required. (6) In the event any Additional Parity Obligations are issued for the purpose of refunding any Bonds then Outstanding, the conditions of this section applicable to the issuance of Additional Parity Obligations shall not apply, provided that the issuance of such Additional Parity Obligations shall not result in an increase in the aggregate amount of principal of and interest on the Outstanding Bonds becoming due in the current Fiscal Year and all subsequent Fiscal Years. The conditions of this Section shall apply to Additional Parity Obligations issued for refunding purposes which cannot meet the conditions of this paragraph. SECTION 9. Section 18 B(5) of the Original Resolution is hereby amended to read as follows which amendment shall only be applicable to the Series 1993 Bonds. The Debt Service Fund (including the accounts therein), the Revenue Fund and any other special funds herein established and created shall be deemed to be held in trust for the purposes provided herein for such funds. The money in all such funds shall be continuously secured in the same manner as state and municipal deposits are authorized to be secured by the laws of the State of Florida. Except as otherwise provided in Section 16(A) of this Resolution, moneys on deposit in the Revenue Fund and the Debt Service Fund excluding the Reserve Account may be invested and reinvested in Investment Securities which mature not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. Moneys in the Reserve Account may be invested and reinvested in Investment Securities maturing not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. Moneys in the Reserve Account may be invested and reinvested in Investment Securities maturing not later than ten (10) years from the date of their deposit in the Reserve Account. All income on such investments, except as otherwise provided, shall be deposited 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. If the Reserve Requirement shall be on deposit in the Reserve Account interest income earned on the Reserve Account shall be deposited in the Interest Account. To the extent that the Reserve Requirement shall not be on deposit in the Reserve Account, investment income earned on the Reserve Account shall remain on deposit therein. SECTION 10. A new Section 36 is hereby added to the Original Resolution to read as follows: MUNICIPAL AND INSURANCE PROVISIONS Section 36. Notwithstanding any other provisions of this Resolution to the contrary, as long as the Bond Insurance Policy of AMBAC Indemnity (the "Policy") insuring the payment when due of principal and interest on the Series 1993 Bonds shall be in full force and effect the Issuer, the Registrar and Paying Agent agree to comply with the following provisions which shall be applicable to the Series 1993 Bonds: A. Consent of AMBAC Indemnity. Any provision of this Resolution expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner 5 which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. B. Consent of AMBAC Indemnity in Addition to Bondholder Consent. Unless otherwise provided in this Article, AMBAC Indemnity's consent shall be required in addition to Bondholder consent, when required, for the following purposes: (i) execution and delivery of any supplemental Resolution, (ii) removal of the Paying Agent and selection and appointment of any successor or Paying Agent, and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholder consent. C. Consent of AMBAC Indemnity in the Event of Insolvency. Any reorganization or liquidation plan with respect to the Issuer must be acceptable to AMBAC Indemnity. In the event of any reorganization or liquidation, AMBAC Indemnity shall have the right to vote on behalf of all bondholders who hold AMBAC Indemnity- insured bonds absent a default by AMBAC Indemnity under the applicable Municipal Bond Insurance Policy insuring such Bonds. D. Consent of AMBAC Indemnity Upon Default Anything in this Resolution or the Original Resolution to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined herein, AMBAC Indemnity shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders or any trustee for the benefit of the Bondholders under this Resolution or the Original Resolution, including, without limitation: (i) the right to accelerate the principal of the Bonds as described in this Resolution or the Original Resolution, and (ii) the right to annul any declaration of acceleration, and AMBAC Indemnity shall also be entitled to approve all waivers of Events of Default. E. Acceleration Rights Upon the occurrence of an Event of Default, the Trustee may, with the consent of AMBAC Indemnity, and shall, at the direction of AMBAC Indemnity or 25% of the Bondholders with the consent of AMBAC Indemnity, by written notice to the Issuer and AMBAc Indemnity, declare the principal of the Bonds to be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Resolution or the Original Resolution or in the Bonds to the contrary notwithstanding. F. The Issuer shall furnish to AMBAC Indemnity: (a) as soon as practicable after the filing thereof, a copy of any financial statement of the Issuer and a copy of any audit and annual report of the Issuer; (b) a copy of any notice to be given to the registered owners of the Series 1993 Bonds, including, without limitation, notice of any redemption of or defeasance of the Series 1993 Bonds, and any certificate rendered pursuant to the Resolution relating to the security for the Series 1993 Bonds; and (c) such additional information it may reasonably request. 6 G. The Issuer shall notify AMBAC Indemnity of any failure of the Issuer to provide relevant notices, certificates, etc. H. The Issuer will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the Issuer or any information AMBAC Indemnity may reasonably request regarding the security for the Series 1993 Bonds with appropriate officers of the Issuer. The Issuer will permit AMBAC Indemnity to have access to the Project and have access to and to make copies of all books and records relating to the Series 1993 Bonds at any reasonable time. I. Notwithstanding any other provision of this Resolution or the Original Resolution, the Issuer shall immediately notify AMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any Event of Default hereunder or any payment default under any related security agreement. J. Payment Procedure Pursuant to the Municipal Bond Insurance Policy (a) At least one (1) day prior to all interest payment dates the Paying Agent will determine whether there will be sufficient funds in the funds and accounts created to pay the principal of or interest on the Series 1993 Bonds on such interest payment date. If the Paying Agent determines that there will be insufficient funds in such funds or account, the Paying Agent shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Series 1993 Bonds to which such deficiency is applicable and whether such Series 1993 Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified AMBAC Indemnity at least one (1) day prior to an interest payment date, AMBAC Indemnity will make payments of principal or interest due on the Series 1993 Bonds on or before the first (1st) day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the Paying Agent. (b) The Paying Agent shall, after giving notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Issuer maintained by the Registrar, if any, and all records relating to the funds and accounts maintained under the Original Resolution. (c) The Paying Agent shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Series 1993 Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Series 1993 Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Series 1993 Bonds surrendered to the Insurance Trustee by the registered owners of Series 1993 bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) The Paying Agent shall at the time it provides notice to AMBAC Indemnity pursuant to (a) above, notify registered owners of Series 1993 Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the 7 interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must surrender their Series 1993 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Series 1993 Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal fromAMBAC Indemnity, they must surrender their Series 1993 Bonds for payment thereon first to the Paying Agent who shall note on such Series 1993 Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instru- ment of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Series 1993 Bond which has become Due for Payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall at the time AMBAC Indemnity is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the paying Agent shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Series 1993 Bonds which have been made by the Paying Agent, and subsequently recovered from registered owners and the dates on which such payments were made. (f) In addition to those rights granted AMBAC Indemnity under this Resolution, AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Series 1993 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Registrar upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Series 1993 Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Registrar upon surrender of the Series 1993 Bonds by the registered owners thereof together with proof of the payment of principal thereof. (K) Paying Agent Related provisions 1. The Paying Agent may be removed at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth herein. 2. AMBAC Indemnity shall receive prior written notice of any Paying Agent resignation. 8 3. Any successor Paying Agent, if applicable, shall not be appointed unless AMBAC approves such successor in writing. 4. Notwithstanding any other provision of the Original Resolution or this Resolution, in determining whether the rights of the Series 1993 Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Bond Insurance Policy. 5. Notwithstanding any other provision of this Resolution, no removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to AMBAC Indemnity, shall be appointed. (L) AMBAC Indemnity as Third Party Beneficiary. To the extent that this Resolution confers upon or gives or grants to AMBAC Indemnity any right, remedy or claim under or by reason of this Resolution, AMBAC Indemnity is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Parties Interested Herein. Nothing in this Resolution express or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Issuer, AMBAC Indemnity, the Paying Agent and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, AMBAC Indemnity, the Paying Agent and the registered owners of the Bonds. SECTION 11. Sections 36, 37, and 38 of the Original Resolution are hereby renumbered as Sections 37, 38 and 39. SECTION 12. The definition of Project set forth in Section 1 (E) of Resolution No. 705 of the Issuer, adopted April 27, 1993 is hereby supplemented to read as follows: To acquire land, to demolish an existing fire station and build a new fire station, to expand the public works complex, to construct a new police station complex and purchase related equipment and to construct related infrastructure. The City may amend the Project and substitute for the above other City owned and operated improvements as approved by the City Commission in accordance with the Act. SECTION 13. Except as amended by this resolution the provisions of the Original Resolution shall remain in full force and effect. To the extent of a conflict between any of the provisions of Resolution No. 705 adopted by the Issuer on April 27, 1993 and the provisions hereof, the provisions of this Resolution shall control. 9 SECTION 14. Effective Date. immediately upon its adoption. This Resolution shall become effective Duly adopted this 24th day of May, 1993. CITY OF WINTER SPRINGS, FLORIDA PHILIP A. KULBES, MAYOR ATTEST: Mary T. Norton CITY CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: CITY ATTORNEY 10 FROM: AMBAC TO: 407 648 1155 May 20, 1993 The City Commission City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 RE: City of Winters Springs, Florida Improvement Refunding Revenue Bonds, Series 1993 City Commissioners: This letter is being provided to you pursuant to Section 28 of Resolution No. 615 of the City of Winter Springs adopted em May 1, 1989 (the "Series 1989 Bonds") and in connection with the issuance by the City of Winter Springs;, Florida of its Improvement Refunding Revenue Bonds, Series 1993. AMBAC Indemnity Corporation is the insurer of all of the Series J 989 and Series 1993 Bond... AMBAC Indemnity C.orporation consents to the amcndments set forth in the attached Resolution amending Resolution No. 615 and acknowledge that its insurance policy insuring the Series 1989 Bonds will remain in full force and effect. Very truly yours, Alessandro D-Imperio Vice President Underwriting LAW OFFICES HONIGMAN MILLER SCHWARTZ AND COHN A PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS MICHAEL D. WillIAMS. P.A. 390 NORTH ORANGE AVENUE SUITE 1300 ORLANDO, FLORIDA 32801-1677 DIRECT DIAL NUMBER (407) 649-7411 TELEPHONE (407) 648-0300 TELECOPIER (407) 648-1155 WEST PALM BEACH. FLORIDA TAMPA, FLORIDA DETROIT. MICHIGAN LANSING, MICHIGAN HOUSTON, TEXAS LOS ANGELES, CALIFORNIA May 20, 1993 Ms. Mary Norton City Clerk City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Re: City of Winter Springs, Florida Improvement Refunding Revenue Bonds, Series 1993 Dear Mary: In connection with the referenced financing, please find enclosed execution copies of the two Resolutions to be considered by the City Commission at their meeting on Monday May 24. The exhibits to these Resolutions, which are still being completed will be available at the meeting on Monday to be attached to the enclosed. Should you have any questions concerning the enclosed, please do not hesitate to call. Very truly yours, HONIGMAN MILLER SCHWARTZ AND COHN By: Michael D. Williams, P.A. Enclosures