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HomeMy WebLinkAboutResolution 2000-36 Refunding Revenue Bonds RESOLUTION NO. 2000-36 A RESOLUTION SUPPLEMENTING A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA AUTHORIZING THE ISSUANCE OF ITS WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000 BY AWARDING THE NEGOTIATED SALE OF $6,969,191.35 PRINCIPAL AMOUNT OF CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2000 TO WILLIAM R. HOUGH & CO., GARDNYR MICHAEL CAPITAL, INC. AND HANIFEN, IMHOFF, A DIVISION OF STIFEL, NICOLAUS & COMP ANY, INCORPORATED AND THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; AUTHORIZING THE PURCHASE FROM FINANCIAL GUARANTY INSURANCE COMPANY OF MUNICIPAL BOND NEW ISSUE INSURANCE POLICY FOR SUCH BONDS; MAKING CERTAIN FINDINGS; ESTABLISHING THE INTEREST RATES, MATURITY SCHEDULE, AND REDEMPTION PROVISIONS FOR SAID BONDS; APPROVING FORM OF SAID BONDS; APPROVING THE FORM OF AND AUTHORIZING THE USE OF THE OFFICIAL STATEMENT AND AUTHORIZING AND RATIFYING USE OF THE PRELIMINARY OFFICIAL STATEMENT; APPROVING THE FORM OF THE ESCROW DEPOSIT AGREEMENT; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF CITY OF WINTER SPRINGS, FLORIDA TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS INCLUDING THE EXECUTION OF THE DISCLOSURE DOCUMENT; DESIGNATING THE BONDS AS BANK QUALIFIED; APPOINTING THE PAYING AGENT AND REGISTRAR FOR THE BONDS; APPOINTING THE ESCROW TRUSTEE TO SERVE UNDER THE ESCROW DEPOSIT AGREEMENT; APPROVING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT TO SAID BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Winter Springs, Florida (the "Issuer"), pursuant to its Resolution No. 665 (the "Original Resolution"), authorized the issuance of its Water and Sewer Refunding Revenue Bonds, Series 1991 (the "1991 Bonds") and provided for the issuance of Additional Parity Obligations payable from the Net Revenues ofthe Issuer's water and sewer system on a parity with the 1991 Bonds; and WHEREAS, the City previously has issued its Water and Sewer Refunding Revenue Bonds, Series 1992 (the "1992 Bonds") as Additional Parity Obligations pursuant to the provisions of the Original Resolution; and WHEREAS, the City Commission of the City of Winter Springs, Florida has, pursuant to Resolution No. 2000-32 adopted the date hereof (the "Resolution"), which Resolution is supplemental to the Original Resolution, authorized the issuance of its $6,969,191.35 City of Winter 0R325951;2 Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 2000 (the "2000 Bonds") as Additional Parity Obligations payable on a parity with the 1991 Bonds and the 1992 Bonds from the Net Revenues (a) to acquire and construct the Project; (b) to advance refund all of the City's Outstanding Subordinate Water and Sewer Revenue Bonds, Series 1997 (the "Refunded Bonds"); ( c) to make a deposit to the subaccount in the Reserve Account created for the benefit of the 2000 Bonds; and (d) to pay certain costs of issuing and delivering the 2000 Bonds; and WHEREAS, the Issuer now desires to approve the sale of the 2000 Bonds pursuant to the Bond Purchase Agreement and in furtherance thereof to appoint a Registrar and Paying Agent, to authorize distribution of an Official Statement in connection with the issuance of the Bonds, to authorize the purchase of a municipal bond new issue insurance policy, and to make certain other determinations concerning the 2000 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: Section 1. Definitions. All words and phrases used herein in capitalized form, unless otherwise defined herein, shall have the meaning ascribed to them in the Resolution or the Original Resolution. Section 2. Authorization. The sale of$6,969,191.35 original principal amount of City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 2000, to William R. Hough & Co., Gardnyr Michael Capital, Inc. and Hanifen, Imhoff, a division of Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriter") upon the terms and conditions set forth in the Bond Purchase Agreement (the "Contract") attached hereto as Exhibit "A" and incorporated by reference is hereby approved. The Mayor and the City Clerk or any other authorized officers of the Issuer are hereby authorized to execute on behalf ofthe Issuer the Contract in substantially the form attached hereto, with such additions, deletions and other changes as such officers may approve (such approval to be conclusively evidenced by their execution of the Contract). Section 3. Negotiated Sale. The City Commission hereby determines that a negotiated sale ofthe 2000 Bonds to the Underwriter is in the best interests ofthe Issuer because of prevailing market conditions, because delays caused by soliciting competitive bids could adversely affect the Issuer's ability to issue and deliver the 2000 Bonds at presently favorable interest rates, and because the nature ofthe security for the 2000 Bonds and the sources of payment of debt service on the 2000 Bonds requires the participation of underwriters in structuring the Bond issue. Section 4. Description of Bonds. The 2000 Bonds shall all be issued as Current Interest Bonds and Capital Appre~iation Bonds as more specifically set forth in the Contract and shall be initially registered pursuant to a book-entry system in the name of Cede & Co., as nominee of The Depository Trust Company, and shall be issued as Serial Bonds and Term Bonds and shall bear interest at the fixed rates or yields per annum and shall mature in the amounts and on the dates and shall be subject to redemption all as set forth in the Contract attached hereto. The City Commission hereby approves registration of the 2000 Bonds pursuant to said book-entry system. 0R325951;2 The Current Interest 2000 Bonds shall all be dated October 1, 2000, the Capital Appreciation 2000 Bonds will be dated their date of initial delivery and the proceeds of the 2000 Bonds shall be deposited in the funds created pursuant to the Resolution and as provided in the certificates delivered in connection with the closing for the Bonds. Section 5. Preliminary Official Statement and Official Statement. The form and content of the Preliminary Official Statement dated September 26, 2000 relating to the Bonds attached hereto as Exhibit "B, " is hereby approved. The use of such document by the Underwriter in the marketing ofthe 2000 Bonds is hereby ratified. The Mayor and the City Manager are hereby authorized to execute on behalf of the Issuer the Official Statement dated the date hereof relating to the 2000 Bonds, in substantially the form and content as the Preliminary Official Statement, with such additions, deletions, and changes thereto, including such additions, deletions and other changes as may be necessitated by this Resolution and the Contract as such officers may approve (such approval to be conclusively evidenced by their execution of said Official Statement), and to deliver such Official Statement to the Underwriter. Section 6. Form of Bonds. The 2000 Bonds shall be in substantially the form as set forth in Exhibit "e" to this Resolution, with such additions, deletions and other changes thereto as the officials ofthe Issuer executing the 2000 Bonds shall approve, such approval to be conclusively evidenced by the execution of the 2000 Bonds (by manual or facsimile signature) by such officials. The City Commission hereby authorizes and approves the execution of the Bonds by the Mayor or Vice Mayor/Commissioner and City Clerk. Section 7. Continuing Disclosure Certificate. The form and content ofthe Continuing Disclosure Certificate (the "Disclosure Document") relating to the 2000 Bonds attached hereto as Exhibit "D" is hereby approved. The Mayor and the City Clerk are hereby authorized to execute on behalf of the Issuer the Disclosure Document in substantially the form attached hereto, with such additions, deletions and other changes as such officers may approve (such approval to be conclusively evidenced by their execution of the Disclosure Document). Section 8. Bond Insurance. Insurance to insure the holder of any 2000 Bond, the scheduled payment of principal and interest on behalf of the Issuer is hereby authorized to be purchased from Financial Guaranty Insurance Company and payment for such insurance is hereby authorized form 2000 Bond proceeds or from other Issuer moneys. In accordance with the Commitment for Municipal Bond Insurance attached hereto as Exhibit "E," a statement of insurance is hereby authorized to be printed on or attached to the 2000 Bonds for the benefit and information of the 2000 Bondholders. Section 9. Escrow Deposit Agreement. The form and content of the Escrow Deposit Agreement (the "Escrow Agreement") pursuant to which certain proceeds of the 2000 Bonds will be deposited together with other legally available moneys to defease the Refunded Bonds in the form attached hereto as Exhibit "F" is hereby approved. The Mayor and the City Clerk are hereby authorized to execute on behalf ofthe Issuer the Escrow Deposit Agreement in substantially the form attached hereto, with such additions, deletions, and other changes as may be necessitated by 0R325951;2 applicable law, the Resolution and the Contract as such officers may approve (such approval to be conclusively evidenced by their execution of the Escrow Agreement). Section 10. Paying Agent and Registrar and Escrow Trustee. First Union National Bank, Charlotte, North Carolina, is hereby appointed to serve as Registrar and Paying Agent for the 2000 Bonds and as Escrow Trustee pursuant to the Escrow Agreement. Section 11. Bank Qualified. The Issuer designates the 2000 Bonds as a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Issuer does not reasonably anticipate that the Issuer, any subordinate entities of the Issuer, and issuers of debt that issue "on behalf' of the Issuer, will during the calendar year 2000 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 12. Early Redemption of Prior Bonds. The then Outstanding Refunded Bonds are hereby irrevocably called for redemption on October 1, 2002 at the redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. Section 13. Transfer of Refunded Bonds Funds and Accounts and Liquidation of Same. The amount on deposit in the funds and accounts established under the resolution securing the Refunded Bonds are hereby authorized to be transferred to the escrow account created pursuant to the Escrow Agreement and as otherwise provided in certificates of the Issuer delivered at the time of issuance of the 2000 Bonds and the securities in such funds and accounts are hereby authorized to be liquidated in such manner as recommended by the Issuer's Financial Advisor to best accomplish the refunding of the Refunded Bonds. Section 14. Other Actions. The Mayor, the Vice Mayor/Commissioner, the City Manager, the City Attorney, the City Clerk including any Assistant City Clerk and the Finance Director (collectively the "Issuer Officers"), Akerman, Senterfitt & Eidson, P.A. as Bond Counsel, and Public Financial Management, Inc., as the Issuer's Financial Advisor, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2000 Bonds and the consummation of all transactions in connection therewith. The Issuer Officers are hereby authorized and directed to execute all necessary or desirable certificates, documents, papers, and agreements for the undertaking and fulfillment of all transactions referred to in or contemplated by the Resolution, the Official Statement, this Resolution, and the Contract. Section 15. Approval of Prior Actions. All actions taken to date by the members of the City Commission and the officers, agents, and employees ofthe Issuer in furtherance of the issuance of the 2000 Bonds are hereby approved, confirmed and ratified. Section 16. Inconsistent Resolutions and Motions. 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 so modified, supplemented and amended hereby, shall remain in full force and effect. 0R325951;2 Section 17. Effective Date. This Resolution shall become effective immediately upon its adoption. IN WITNESS WHEREOF, this Resolution has been duly adopted this 3rd day of October, 2000. CITY OF WINTER SPRINGS, FLORIDA By: Paul P. Partyka, Mayor [SEAL] ATTEST: By City Clerk Approved as to form: City Attorney 0R325951 ;2