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Home My WebLink AboutResolution 99-06 RESOLUTION 99-06 A RESOLUTION AMENDING AND SUPPLEMENTING RESOLUTION 99-04 REGARDING THE ISSUANCE OF $11,405,000 CITY OF OCOEE, FLORIDA, CAPITAL IMPROVEMENT REFUNDING REVENUE BONDS, SERIES 1999; PROVIDING FOR CERTAIN TERMS REQUESTED BY FINANCIAL SECURITY ASSURANCE, INC., THE BOND INSURERS PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Ocoee, Florida (the "Issuer"), has by Resolution 99-04 adopted on January 19, 1999 (the "Resolution"), authorized the issuance of the City of Ocoee, Florida, Capital Improvement Refunding Revenue Bonds, Series 1999 (the "Bonds") to finance the refunding of the Refunded Bonds and the Initial Project (as defined in the Resolution); and WHEREAS, the municipal bond insurer for the Bonds, Financial Security Assurance, Inc., has now requested that the Issuer amend and supplement certain terms of the Resolution; and WHEREAS, the Issuer now desires to comply with the Bond Insurer's request III connection with the issuance of the Bonds; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: SECTION 1. All capitalized terms as defined herein shall be as defined III the Resolution. SECTION 2. The Issuer shall receive the prior written consent of the Insurer prior to the issuance of any Variable Rate Bonds secured by the Sales Tax Revenues. SECTION 3. The Insurer shall be considered a third party beneficiary under the Resolution, including but not limited to Section 8.04 thereof, and all the provisions of the Resolution both expressed and implied. SECTION 4. Notwithstanding the provisions of Section 6.01(c) of the Resolution, no grace period for a covenant default of the Issuer shall exceed sixty (60) days unless the Issuer has received the prior written consent of the Insurer. SECTION 5. With respect to the provisions of Section 4.05(A)(4) of the Resolution, the Issuer shall receive the prior written consent of the Insurer CO prior to the deposit in the Reserve Account of any surety bond, letter of credit, guaranty or other such instrument in lieu of the required cash deposit to meet the Reserve Account Requirement, and (iO prior to accumulating the Reserve Account Requirement over time rather than funding the Reserve Account in full upon the issuance of such Additional Bonds. SECTION 6. Prior to adopting any Supplemental Resolution, other than one approving the issuance of Additional Bonds as permitted by Section 5.02 of the Resolution, the Issuer shall receive the written consent of the Insurer. SECTION 7. Copies of any modification or amendment to the Resolution, except for the Resolution 99-06, or any other related document shall be sent to Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at least 10 days prior to the effective date thereof. SECTION 8. In addition to the other terms and conditions in Section 8.01 regarding the defeasance ofthe Bonds, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Insurer ("Accountant") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ("Verification"), (ii) an escrow deposit agreement (which shall be acceptable in form and substance to the Insurer), and (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under the Resolution each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Issuer, the Paying Agent and the Insurer. In the event a forward purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Insurer and shall be accompanied by such opinions of counsel as may be required by the Insurer. The Insurer shall be provided with final drafts of the above-referenced documentation not less than five business days prior to the funding of the escrow for the Bonds. SECTION 9. In addition to the other terms of Section 5.10 of the Resolution, regarding the Reserve Account Insurance Policy the terms of this section shall apply. Any cash or investments in the Reserve Account shall be utilized to pay debt service on the Bonds, if necessary, prior to any draw upon the Reserve Policy. The payment of any Policy Costs should be made by the Issuer before the replenishment of any cash amounts so used. If, and in addition to the Reserve Policy, any other reserve fund substitute instrument ("Additional Reserve Policy") is provided, drawings under the Reserve Policy and any such Additional Reserve Policy, and repayment of Policy Costs and reimbursement of amounts due under the Additional Reserve Policy, shall be made on a pro rata basis after applying all available cash in the Reserve Account and prior to replenishment of any such cash draws, respectively. SECTION 10. This Resolution shall take effect immediately upon its adoption. [Remainder of page intentionally left blank.] 3 PASSED AND ADOPTED by the City Commission of the City of Ocoee, Florida, on this 2 day of February, 1999. ATTEST: APPROVED: By: Name: Je Title: By: FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO FORM AND LEGALITY, THIS 2ND DA Y 1999. FOLEY & LARDNER frJ- ~ ~ By: Name: Paul E. Rosenthal Title: City Attorney AND BY: BRYANT, MILLER AND OLIVE, P.A. By: V(U4e- E1)l~ Name: Grace E. Dunlap Title: Bond Counsel J: IBONDS\4229\SupReso2. wpd February 2, 1999 Name: S. Scott Vandergri Title: Mayor APPROVED BY THE OCOEE CITY COMMISSION AS AN EMERGENCY ITEM AT A MEETING AS HELD ON AS HELD ON FEBRUARY 2,1999. 4 FOLEY & LARDNER ATTORNEYS AT LAW CHICAGO DENVER JACKSONVILLE , OS ANGELES ADISON MILWAUKEE ORLANDO POST OFFICE BOX 2 I 93 ORLANDO, FLORIDA 32802-2 193 I I I NORTH ORANGE AVENUE, SUITE 1800 ORLANDO, FLORIDA 3280 I -2386 lELEPHONE: (407) 423-7656 FACSIMILE: (407) 648-1743 SACRAMENTO SAN DIEGO SAN FRANCISCO TALLAHASSEE TAMPA WASHINGTON, D,C, WEST PALM BEACH WRITER'S DIRECT LINE (407) 244-3248 EMAIL ADDRESS prosentha1@foleylaw .com CLlENT/MATTER NUMBER 020377-0107 MEMORANDUM TO: The Honorable Mayor and City Commissioners of the City of Ocoee Paul E. Rosenthal, Esq., City Attorney if ~ ~ February 2, 1999 FROM: DATE: RE: Resolution No. 99-06 Supplementing and Amending Resolution No. 99-04 With Respect to the City of Ocoee Capital Improvement Refunding Revenue Bonds, Series 1999 ------------------------------------------- ------------------------------------------- Subsequent to the adoption of Resolution 99-04, the City was advised by Financial Security Assurance, Inc. ("FSA"), the Bond Insurer, that certain additional information needed to be contained in Resolution No. 99-04 in order to insure the City of Ocoee Capital Improvement Refunding Revenue Bonds, Series 1999. A condition of the Bond Purchase Contract is that the City comply with the requirements of FSA. Accordingly, Bond Counsel has prepared the attached Resolution which is supplemental to and amends Resolution 99-04. RECOMMENDATION: It respectfully is recommended that the Mayor and City Commissioners adopt Resolution 99-06 and authorize the Mayor, City Clerk and other staff as indicated in the Resolution to execute any and all documents required to affect the transaction. /jh 006.126124.1 ESTABLISHED 1842 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN BERLIN, BRUSSELS, DRESDEN, FRANKFURT, LONDON, SINGAPORE, STOCKHOLM AND STUTTGART