HomeMy WebLinkAboutItem VI (A1 & 2) - Capital Improvement Revenue Bonds, Series 1991 AGENDA 4-16-91
ITem VI A 1&2
FOLEY & LARDNER
BARNETT PLAZA•SUITE 3650
101 EAST KENNEDY BOULEVARD
POST OFFICE BOX 3391
JACKSONVILLE, FLORIDA TAMPA, FLORIDA 33601-3391 MILWAUKEE. WISCONSIN
ORLANDO. FLORIDA MADISON, WISCONSIN
TALLAHASSEE. FLORIDA TELEPHONE 18131 229-2300 CHICAGO, ILLINOIS
WEST PALM BEACH, FLORIDA PINELLAS COUNTY 18131 446-9641 ITASCA, ILLINOIS
WASHINGTON. D.C.
TELECOPIER 18131 229-6282 ALEXANDRIA, VIRGINIA
ANNAPOLIS, MARYLAND
WRITER'S DIRECT LINE
To: The Honorable Mayor and City Commissioners of the City of Ocoee, Florida
From: Foley & Lardner, Tampa, Florida
Re: Not to exceed $2,600,000 City of Ocoee, Florida Capital Improvement
Revenue Bonds, Series 1991
Date: April 9, 1991
Attached hereto you will find two resolutions which are to be considered by
you at your meeting on April 16, 1991.
The larger of the two is a Resolution which authorizes the issuance of
$2,600,000 of Bonds for the purpose of construction and expansion of City Hall and the
Police Station. In large measure, it is identical to a resolution you previously passed on
March 5, 1991. However, William R. Hough & Co. felt that in order to get the best interest
rate for the City it was important to include in the resolution a debt service reserve fund.
This resolution accomplishes that through provision for the debt service reserve fund and
repeal of the conflicting March 5th resolution.
The second and smaller resolution provides for the negotiated sale of the bonds
to William R. Hough & Co., together with the terms of such sale and authorizes William R.
Hough and Co. to utilize an Official Statement in connection with their delivery of the Bonds
to the ultimate purchasers.
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RESOLUTION NO. 91— 07
RESOLUTION OF THE CITY OF OCOEE, FLORIDA,
PROVIDING FOR THE REPEAL AND REPLACEMENT OF
RESOLUTION NO. 91-05 PREVIOUSLY ADOPTED BY THE
CITY COMMISSION ON MARCH 5, 1991; PROVIDING
FOR THE ACQUISITION, DESIGN, CONSTRUCTION,
EXPANSION, RENOVATION, INSTALLATION AND
EQUIPPING OF THE CITY OF OCOEE'S CITY HALL AND
POLICE STATION; AUTHORIZING THE ISSUANCE BY
THE CITY OF NOT EXCEEDING $2, 600, 000 CAPITAL
IMPROVEMENT REVENUE BONDS TO FINANCE THE COST
OF SUCH PROJECT, FUND A DEBT SERVICE RESERVE
AND PAY THE COST OF ISSUANCE OF SUCH BONDS;
COVENANTING TO BUDGET AND APPROPRIATE CERTAIN
FUNDS FOR THE PAYMENT OF THE BONDS AND
PLEDGING ALL MONEYS ON DEPOSIT TO THE CREDIT
OF CERTAIN FUNDS CREATED HEREUNDER AND THE
EARNINGS ON THE INVESTMENT THEREOF TO SECURE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
THE BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS FOR THE BENEFIT OF THE OWNERS OF
THE BONDS; AUTHORIZING A NEGOTIATED SALE OF
THE BONDS; APPOINTING THE REGISTRAR AND PAYING
AGENT FOR THE BONDS; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
OCOEE, FLORIDA, AS FOLLOWS:
deposited therein from Bond proceeds, any sum required by Appendix
F hereto to be deposited from Bond proceeds (or any other source
specified in Appendix F hereto) and the moneys to be deposited
therein from the Revenue Fund or the Reserve Fund pursuant to this
subsection and to pay therefrom (i) all interest on the Bonds as
the same shall come due and (ii) the principal of the Bonds at the
respective maturity dates thereof.
On or before March 5 and September 5, the Issuer shall
withdraw from the Revenue Fund and deposit to the credit of the
Sinking Fund such sums on deposit in the Revenue Fund as shall be
necessary to make the amount on deposit in the Sinking Fund
sufficient to pay the next succeeding interest and principal
payments (and redemption premium, if any) due on the Bonds, and
shall deposit any additional amount specified in Appendix F hereto.
* 1 moved from here; text not shown
(C) Reserve Fund. The Issuer covenants and agrees to
establish with an Authorized Depository and maintain a special fund
to be known as the "Reserve Fund" . On or prior to each principal
and interest payment date for the Bonds, moneys in the Reserve Fund
shall be applied by the Issuer to the payment of the principal of
and interest on the Bonds to the extent that moneys in the Sinking
Fund shall be insufficient for such purpose. Whenever there shall
be moneys in the Reserve Fund in excess of the Reserve Fund
Requirement, such moneys shall be deposited by the Issuer to the
credit of the Sinking Fund.
21
Whenever moneys on deposit in the Reserve Fund, together
with other available moneys in the Sinking Fund, are sufficient to
fully pay all Outstanding Bonds (including principal and interest
thereon) in accordance with their terms, the funds on deposit in
the Reserve Fund shall be applied to the payment of the Bonds.
...............
144.'1 After such deposits shall have been made from the
Revenue Fund to the Sinking Fund and the Reserve ::Fund to the extent
required, the balance of the moneys on deposit in the Revenue Fund,
if any, and any interest or other earnings which may thereafter —
be derived by the Issuer from the investment of Sinking Fund
moneys, may be withdrawn by the Issuer, from the Revenue Fund and
the Sinking Fund, respectively, whereupon the lien in favor of the
Bonds upon such moneys so withdrawn shall be and is hereby
released, and such moneys and earnings so withdrawn may be used by
the Issuer for the purchase of Bonds, or for the redemption of
Bonds which shall then be subject to redemption, or for any other
lawful public purpose.
(D) Trust Funds. The Revenue Fund, the Reserve Fund,
the Sinking Fund and all other funds and accounts which may be
established pursuant to Appendix F hereto shall constitute trust
funds for the purposes provided herein for such funds. All moneys
on deposit therein, except those invested as hereinafter provided,
shall be continuously secured in the same manner as deposits of
funds of the Issuer are required to be secured by the laws of the
State of Florida. There is hereby created a lien upon such funds
in favor of the Owners until the moneys deposited therein shall
22
FILED in the Office of the City Clerk this day of
April, 1991.
Jean Crafton, Actiug City Clerk
FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY
BY THE CITY OF OCOEE, FLORIDA, COMMISSION AT A MEETING
APPROVED AS TO FORM AND LEGALITY HELD ON
THIS DAY OF , 1991 UNDER AGENDA ITEM NO.
1991.
FOLEY & LARDNER
By:
City Attorney
37
APPENDIX G
FORM OF BOND
REGISTERED
April 1, 1991
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OCOEE
CAPITAL IMPROVEMENT REVENUE BOND, SERIES 1991
REGISTERED OWNER:
PRINCIPAL AMOUNT: $ MATURITY DATE: October 1,
CUSIP:
FOR VALUE RECEIVED, the City of Ocoee, a political
subdivision created and existing under and by virtue of the laws of
the State of Florida (the "Issuer") , hereby promises to pay, solely
from the special funds hereinafter described, to the Registered
Owner identified above, or registered assigns as hereinafter
provided, the Principal Amount identified above in installments in
the amounts' and on the inctallmcnt paymcnt dates hcrcinaftcr
provided, and interest Otff#i.kiliS0:0#iCiPOCiiiiiiiNtitlitIOV.000
Mit04gtaiiiraSildiadtOrSiiiiffitfidMgOTORiii!driMANiiI66444YEY6WiaMtWaiee
....................................................
.....................................................
0-day ii oxn hs) on the unpaid balance of such Principal Amount from
the date identified above or from the most recent Interest Payment
Date (hereinafter defined) to which interest has been paid, at the
Appendix G - Page 1
rate of % per annum, on April 1 and October 1 of each year
commencing October 1, 1991 (the "Interest Payment Dates") , until
such Principal Amount shall have been paid, except as the
provisions hereinafter set forth with respect to redemption prior
to maturity may be and become applicable hereto.
abovc.
Such Principal Amount and interest and the premium (if
any) on this bond are payable in any coin or currency of the United
States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and
private debts, at the office of the Bond Registrar hereinafter
identified, located in Ft Lauderdale, Florida,
or at the principal corporate trust office of any successor Bond
Registrar duly appointed by the Issuer, notice of which appointment
(unless waived) shall be promptly given in the manner hereinafter
provided for the giving of notice of redemption. Payment of each
installment of interest shall be made to the person in whose name
this bond shall be registered on the registration books of the
Issuer maintained by the Bond Registrar at the close of business on
the date which shall be the fifteenth day (whether or not a
business day) next preceding the Interest Payment Date for such
installment and shall be paid by a check or draft of the Bond
Registrar mailed to such registered owner at the address appearing
on such registration books or at such other address as may be
furnished in writing by such registered owner to the Bond
Appendix G - Page 2
Registrar. In the event interest payable on this bond is not
punctually paid or duly provided for by the Issuer on such Interest
Payment Date, payment of each installment of such defaulted
interest shall be made to the person in whose name this bond shall
be registered at the close of business on a special record date for
the payment of such defaulted interest as established by notice to
the registered owner hereof, not less than ten (10) days preceding
such special record date.
This bond is one of an authorized series of Bonds issued
in the aggregate principal amount of $ $ 'f 580,00 (the
"Bonds") issued to finance the cost of the acquisition,
construction, expansion, renovation, installation and equipping of
the Issuer' s City Hall and Police Station (the "Project") , under
the authority of and in full compliance with the Constitution and
statutes of the State of Florida, particularly Chapter 166, Part
II, Florida Statutes, as amended, and Resolution Nos. —91-07 and
..................
...................
—91-00 duly adopted by the Issuer on April 16, 1991, as amended
and supplemented (the "Resolution") , and is subject to all the
terms and conditions of the Resolution.
This bond and the interest and any premium hereon are
payable solely from and secured by a prior lien upon and a pledge
of all of the moneys of the Issuer which are deposited with an
Authorized Depository (as defined in the Resolution) into the
Revenue Fund which are a portion of the moneys allocated and paid
to the Issuer as non-ad valorem revenues, and all moneys on deposit
to the credit of the Sinking Fund and the Reserve Fund established
Appendix G - Page 3
pursuant to the Resolution and the interest and earnings to be
derived by the Issuer from the investment thereof (the "Pledged
Funds") , all in the manner described in the Resolution. No
specific revenue sources have been pledged for the payment of the
Bonds, however, the Issuer has covenanted to budget and appropriate
annually from its non-ad valorem revenues, the amounts necessary to
pay interest on, principal when due, and redemption premium, if
any, for the Bonds. Neither this bond nor the interest or any
premium hereon shall constitute a general indebtedness of the
ii?ii.'::.Y;:;':Lii;�':::iiii};':.): - ... .. .:.::::.:.:::?l .. .. .. �. .:I•:i.:.i• .:i':.i::i}i'::.:':i': Y..:::.i:::.:i.:.:iiii:'i.:':.:xii:i'::ii.. .: ::
Issuer_,;.;:the. State of Florida nor any political subdivision thereof
within the meaning of any constitutional or statutory provision or
limitation, and neither the faith nor and credit of the Issuer,< he
State of_<: orida nor any political subdivision thereof` is pledged
for their payment. It is expressly agreed by the owner of this
bond that such owner shall never have the right to require or
compel the exercise of the ad valorem taxing power of the Issuer '
the State of Florida nor any pol :tical subdivision thereof to the
payment of such principal, interest and premium, if any, or the
payment of any other payments provided for in the Resolution. This
bond and the obligation evidenced hereby shall not constitute a
lien upon the Project or any other property owned by or situated
within the territorial limits of the Issuer, but shall constitute
a lien only upon and shall be payable solely from the Pledged Funds
in the manner above recited.
The Bonds maturing in the years 1992 to 1999, both
inclusive, are not redeemable prior to their stated dates of
Appendix G - Page 4
maturity. The Bonds maturing on or after October 1, 2000 are
redeemable prior to their stated dates of maturity, at the option
of the Issuer az a whole, or in part, by maturities to be selected
by the Issuer and by lot within a maturity if less than a full
maturity, >; nwhxle on any date, on or after October 1, 1999 or xn
Pat on any Interest Payment Date thereafter on or after October 1,:
...............
...............
at a redemption price (expressed as a percentage of the
principal amount thereof as set forth in the table below) together
with accrued interest to the redemption date, if redeemed in the
following periods:
Redemption Period Both Dates Inclusive Redemption Price
October 1, 1999 to September 30, 2000 102%
October 1, 2000 to September 30, 2001 101
October 1, 2001 and thereafter 100
Notice of redemption, unless waived, is to be given by
the Registrar by mailing an official redemption notice by
registered or certified mail at least 30 days and not more than 60
days prior to the date fixed for redemption to the registered
owners of the Bonds to be redeemed at such owners ' addresses shown
on the registration books maintained by the Bond Registrar or at
such other addresses as shall be furnished in writing by such
registered owners to the Bond Registrar. Notice of redemption
having been given as aforesaid, the Bonds or portions of the Bonds
to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and from and
after such date (unless the Issuer shall default in the payment of
Appendix G - Page 5
the redemption price) such Bonds or portions of Bonds shall cease
to bear interest.
This bond is transferable only upon the registration
books of
Ass:oo: at of >` Ft . Laudeda
rle >> Florida,rida registrar,
.................... .. : � or such other
registrar as the Issuer shall hereafter duly appoint (the "Bond
Registrar") , but only in the manner, subject to the limitations and
upon payment of the charges provided in the Resolution, and upon
surrender of this bond to the Bond Registrar, with an instrument or
instruments of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the registered
owner hereof, or by such owner' s attorney duly authorized in
writing and containing satisfactory information identifying the
transferee. In all cases of the transfer of this bond, the Bond
Registrar shall enter the transfer of ownership in such
registration books and shall deliver in the name of the transferee
or transferees a new Bond or Bonds of authorized denomination or
denominations and of the same maturity, interest rate and aggregate
principal amount, at the earliest practicable time. Prior to every
such transfer the Bond Registrar shall be entitled to receive from
the owner of this bond a sum sufficient only to reimburse it for
any tax, fee or other governmental charge required to be paid with
respect to such transfer. The Issuer, the Registrar and any paying
agent..>ny».treat the registered :Owner of this bond as the absolute
Appendix G - Page 6
Owner fur aII :ur oses and shall not be affeeted...b .....any...not ;oe:: to
.................................................
.............................................i
...
the c ntr
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen and to be
performed precedent to and in the issuance of this bond, exist,
have happened and have been performed, in regular and due form and
time as required by the Constitution and laws of the State of
Florida applicable hereto, and that the issuance of the Bonds does
not violate any constitutional, statutory or charter limitations or
provisions.
This bond is and has all the qualities and incidents of
a negotiable instrument under the law merchant and the Uniform
Commercial Code of the State of Florida.
IN WITNESS WHEREOF, the City of Ocoee, Florida, has
issued this bond and has caused the same to be signed with the
signature of the Mayor of the City and attested and countersigned
with the signature of the Clerk of the City, and its corporate seal
to be imprinted hereon, all as of the date first above mentioned.
THE CITY OF OCOEE, FLORIDA
[SEAL] By:
...............
Itc: Ma .
ATTESTED AND COUNTERSIGNED:
City Clerk
Appendix G - Page 7
f
CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds of the issue described in
the within-mentioned Resolution.
Registrar, as Authenticating Agent
By:
Authorized Officer
DATE OF AUTHENTICATION:
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
the within bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer
of the said bond on the books kept for registration thereof with
full power of substitution in the premises.
Dated:
NOTICE: The signature to this
Signature Guaranteed: assignment must correspond with
the name of the Registered
Holder as it appears upon
the face of the within Bond in
NOTICE: Signature(s) must be every particular, without
alter-guaranteed by a member alteration or enlargement or
of the New York Stock Exchange any change whatever and the
or a commercial bank or trust Social Security or other
company. identifying number of such
assignee must be supplied.
C:\WPSI\DOCS\MISC\RESGS 4/1I/911TPABI9 DAG:Ib
Appendix G - Page 8