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HomeMy WebLinkAbout1991-070INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. 91-70._ A RESOLUTION SUPPLEMENTING RESOLUTION NO. 85-78 OF INDIAN RIVER COUNTY, FLORIDA, AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE CONSTRUCTION, ACQUISITION, FURNISHING AND EQUIPPING OF AN EXPANSION OF THE SANDRIDGE GOLF COURSE OF AND IN THE COUNTY; MAKING SAID EXPANSION A PART OF THE PROJECT, AS DEFINED BY SAID RESOLUTION; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $6,500,000 RECREATIONAL REVENUE BONDS, SERIES 1991, TO FINANCE THE COST OF THE EXPANSION, AS ADDITIONAL PARITY OBLIGATIONS UNDER SAID RESOLUTION; MAKING CERTAIN PLEDGES, COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR RESOLUTION. This Resolution supplementing the Master Bond Resolution hereinafter defined is adopted pursuant to Chapters 125, Florida Statutes (1990), as amended, Indian River County Ordinance 77-19, duly enacted by the Board on August 3, 1977, as amended, and other applicable provisions of law. SECTION 2. DEFINITIONS. A11 terms used herein shall have the meanings ascribed to them in the Master Bond Resolution, except as otherwise expressly provided herein. When used in this Resolution the following terms shall have the following meanings, unless the context clearly requires otherwise: A. "County" shall mean Indian River County, Florida. B. "Master Bond Resolution" shall mean Resolution No. 85-78 of the County, as amended and supplemented, from time to time, including, to the extent provided herein, this Resolution. C. "1991 Construction Fund" shall mean the Recreational Revenue Bonds, Series 1991, Construction Fund established hereunder. D. "1991 Project" shall mean the expansion of the Sandridge Golf Course authorized to be constructed, acquired, furnished and equipped under this Resolution, including without limitation the aquisition, construction, furnishing and equipping of an additional eighteen hole public golf course and an expansion of the clubhouse facilities. E. "Series 1991 Bonds" shall mean the Indian River County, Florida Recreational Revenue Bonds, Series 1991, authorized to be issued under this Resolution. Words importing singular number shall include the plural number and vice versa and words importing persons shall include firms, corporations and other entities and vice versa. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: A. The Board on July 17, 1985 duly adopted a resolution entitled as follows: "RESOLUTION NO. 85-78 A RESOLUTION PROVIDING FOR THE CONSTRUCTION AND EQUIPMENT OF A PUBLIC GOLF COURSE IN INDIAN RIVER COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,200,000 RECREATIONAL REVENUE BONDS, SERIES 1985, OF THE COUNTY TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS FROM THE NET REVENUES TO BE DERIVED FROM THE OPERATION OF THE GOLF COURSE, THE RACETRACK FUNDS AND JAI ALAI FRONTON FUNDS ACCRUING ANNUALLY TO INDIAN RIVER COUNTY, FLORIDA, PURSUANT TO LAW AND CERTAIN INVESTMENT INCOME." B. The Board on April 16, 1986, duly adopted Resolution No. 86-19 amending Resolution 85-78. C. It is necessary and desirable to construct, acquire, furnish and equip an expansion of the Sandridge Golf Course of and in the County. D. The County deems it necessary and in its best interest to finance the cost of said expansion by the issuance of the Series 1991 Bonds as Additional Parity Obligations under the Master Bond Resolution. E. The Series 1991 Bonds shall be payable solely from the Pledged Funds and from certain other funds specified herein. F. It is expected that the Pledged Funds will be sufficient to pay the principal of, premium, if any, and interest on the Bonds, including the Series 1991 Bonds. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Series 1991 Bonds by the Registered Owners thereof who shall hold the same from time to time, the Master Bond Resolution, including this Resolution, shall be deemed to be and shall constitute a contract between the County and Registered Owners of the Series 1991 Bonds. The covenants and agreements set forth herein and in the Master Bond Resolution to be performed by the County shall be for the equal benefit, protection and security of the Registered Owners of the Bonds, including the Series 1991 Bonds, all of which Bonds shall be of equal rank and without preference, priority or distinction with respect to any other Bonds, except as expressly provided in the Master Bond Resolution, in this Resolution and in the Bonds. SECTION 5. AUTHORIZATION OF 1991 PROJECT. The 1991 Project is hereby authorized in accordance with the plans and specifications on file or to be filed with the County, as modified from time to time as deemed necessary or desirable. SECTION 6. 1991 PROJECT MADE A PART OF THE PROJECT. The 1991 Project shall be a part of the Project. 2 '► L SECTION 7. ADDITIONAL SECURITY FOR AND COVENANTS WITH RESPECT TO THE SERIES 1991 BONDS. The principal of, interest and premium, if any, on the Series 1991 Bonds shall be secured forthwith equally and ratably by a lien upon and a pledge of the Sales Tax, as defined in Resolution 85-75 of the County, as amended (the "Sales Tax" and the "Sales Tax Resolution", respectively). The County hereby irrevocably pledges the Sales Tax to the payment of the principal of, interest and premium, if any, on the Series 1991 Bonds. Such lien and pledge shall be junior and subordinate in all respects to the lien upon and the pledge of the Sales Tax to the payment of the principal of, interest and premium, if any, on the Bonds, now outstanding or hereafter issued, under the Sales Tax Resolution. The County hereby covenants that it will not issue any additional installments of Bonds authorized under the Sales Tax Resolution or any Additional Party Obligations under the Sales Tax Resolution unless there shall have been obtained and filed with the County a certificate of the Accountant stating and setting forth the same information as required by Section 17J(1) of the Sales Tax Resolution except that for purposes of said certificate the Maximum Debt Service Requirement shall include the maximum Bond Service Requirement on the Series 1991 Bonds. In the event that at any time hereafter there are no Bonds outstanding under the Sales Tax Resolution and the County covenants not to thereafter issue any Bonds under the Sales Tax Resolution then the foregoing lien and pledge shall no longer be in effect and the principal of, interest and premium, if any, on the Series 1991 Bonds shall thereafter be secured forthwith equally and ratably by a lien upon and a pledge of eighteen percent (18%) of the Sales Tax, as defined in Sales Tax Resolution. The County in such event hereby irrevocably pledges said eighteen percent (18%) of the Sales Tax to the payment of the principal of, interest and premium, if any, on the Series 1991 Bonds. To the extent that the Sales Tax received by the County in any Fiscal Year is not required for the payment of the principal of, interest and premium, if any, on the Series 1991 Bonds in such Fiscal Year, it may be used by the County for any lawful purpose. The foregoing liens, pledges, covenants and provisions shall be no longer in effect upon none of the Series 1991 Bonds being outstanding or upon the defeasance of the Series 1991 Bonds pursuant to Section 18 of the Master Bond Resolution. SECTION 8. AUTHORIZATION AND DESCRIPTION OF SERIES 1991 BONDS. Subject and pursuant to the provisions of the Master Bond Resolution and this Resolution, obligations of the County to be known as "Recreational Revenue Bonds, Series 1991," are hereby authorized to be issued in the aggregate principal amount of not exceeding $6,500,000. The Series 1991 Bonds shall be Additional Parity Obligations issued pursuant to the Master Bond Resolution. The Series 1991 Bonds shall be dated as of a date to be fixed by subsequent resolution of the County and may be numbered consecutively from one upward or in such other manner as agreed upon between the County and the Bond Registrar. The Series 1991 Bonds shall be issued in such denominations, shall bear interest at such rate or rates, not exceeding the maximum rate authorized by applicable law, payable at such times, shall mature on such dates and in such years and in such amounts, shall be subject to redemption, in whole or in part, prior to their respective stated dates of maturity, at the option of the County or 3 1 otherwise, at such times and in such manner and shall have such other terms and conditions all as may be determined by subsequent resolution of the County adopted at or prior to the sale of the Series 1991 Bonds. The Series 1991 Bonds shall be substantially in the form set forth in the Master Bond Resolution, with such omissions, insertions and variations as may be necessary and/or desirable and authorized or permitted by the Master Bond Resolution, this Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States and the State of Florida in effect upon the issuance thereof. The Series 1991 Bonds shall be issued in fully registered form without coupons; shall be payable with respect to principal at a principal corporate trust office of the Paying Agent; shall be payable in lawful money of the United States of America; and shall bear interest from their date, payable by check mailed to the Registered Owners at their addresses as they appear on the registration books kept by the Bond Registrar on behalf of the County. Notwithstanding any other provisions of this section, the Board may, at its option, prior to the date of issuance of the Series 1991 Bonds and subject to the approval of the purchasers of said Bonds, elect to use an immobilization system or pure book -entry system with respect to issuance of said Bonds, provided adequate records will be kept with respect to the ownership of said Bonds issued in book -entry form or the beneficial ownership of said Bonds issued in the name of a nominee. As long as any Series 1991 Bonds are outstanding in book -entry form, the provisions of Sections 7, 9, 10 and 11 of the Master Bond Resolution shall not be applicable to such book -entry Bonds. The details of any alternative system of Bond issuance, as described in this paragraph, shall be set forth in a resolution of the Board duly adopted at or prior to the delivery of any of the Series 1991 Bonds. SECTION 9. 1991 FUND AND ACCOUNTS. There is hereby created and established the "Recreational Revenue Bonds, Series 1991, Sinking Fund" (herein the "1991 Sinking Fund") within the Sinking Fund, the "Recreational Revenue Bonds, Series 1991, Bond Amortization Account" (herein the "1991 Bond Amortization Account") within the Bond Amortization Account and the "Recreational Revenue Bonds, Series 1991, Reserve Account" (herein the "1991 Reserve Account") within the Reserve Account. The 1991 Sinking Fund, the 1991 Bond Amortization Account and the 1991 Reserve Account shall not in any manner whatsoever affect the parity of the Bonds. Revenues and other amounts deposited in the Sinking Fund allocable to the Series 1991 Bonds shall be held in the 1991 Sinking Fund. Revenues deposited in the Bond Amortization Account allocable to the Series 1991 Bonds shall be held in the 1991 Bond Amortization Account. Revenues and other amounts deposited in the Reserve Account allocable to the Series 1991 Bonds shall be held in the 1991 Reserve Account. The income from investment of the 1991 Sinking Fund and the 1991 Reserve Account during a reasonable period of time from the date of issuance of the Series 1991 Bonds, as specified by subsequent resolution of the Board, shall be deposited into the 1991 Rebate Account to the extent required and the excess, if any, into the 1991 Sinking Fund. SECTION 10. SERIES 1991 BONDS NOT GENERAL OBLIGATIONS. The Series 1991 Bonds shall not be or constitute general or moral obligations or a pledge of the faith, credit or taxing power of the County, the State of Florida or any political subdivision thereof or a general indebtedness of any of them within the meaning of the Constitution or any statute of the State of Florida, but shall be special obligations of the County payable solely from and secured 4 r solely by a lien upon and a pledge of the Pledged Funds and certain other funds specified herein. No Registered Owner shall ever have the right to compel the exercise of the ad valorem taxing power of the County, the State of Florida or any political subdivision thereof, or taxation in any form of any real property therein, to pay the Series 1991 Bonds or the interest thereon, or be entitled to payment of such principal and interest from any funds of the County other than the Pledged Funds. SECTION 11. ARBITRAGE. The County covenants to and with purchasers of the issue which is comprised of the Series 1991 Bonds that it will make no use of the proceeds of such issue which will cause the Series 1991 Bonds to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) and Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations implementing said Sections that duly have been published in the Federal Register or with any other applicable regulations implementing said Sections, and the County further covenants to comply with all other requirements of the Code if and to the extent applicable to maintain continuously the Federal income tax exemption of interest on the Series 1991 Bonds. SECTION 12. APPLICATION OF SERIES 1991 BOND PROCEEDS. All moneys received from the sale of the Series 1991 Bonds shall be deposited and applied by the County as follows: A. All accrued interest plus, at the option of the County as specified by subsequent resolution of the Board, an amount which, together with the income expected to be deposited into the 1991 Sinking Fund pursuant to Section 9 hereof, will equal to the interest on the Series 1991 Bonds for a reasonable period of time from the date of issuance thereof shall be deposited into the 1991 Sinking Fund and applied exclusively for the payment of interest first becoming due on the Series 1991 Bonds. B. A sum, if any, specified by subsequent resolution of the County shall be deposited into the Reserve Account in the Sinking Fund. C. The amount necessary to pay all engineering fees, costs and expenses associated with financial reports, studies and projections, legal fees, fees of financial advisors, printing expenses, premiums and expenses related to insuring or rating the Series 1991 Bonds and all other similar costs incurred in connection with the issuance of the Series 1991 Bonds shall be paid or provided for. D. A fund is hereby created and established to be known as the "Recreational Revenue Bonds, Series 1991, Construction Fund" (herein the "1991 Construction Fund"). There shall be deposited into the 1991 Construction Fund the balance of the moneys remaining after making all the deposits and payments provided for above. The moneys on deposit in the 1991 Construction Fund shall be withdrawn, used and applied by the County, as and when necessary, solely for the payment of the costs of the 1991 Project and purposes incidental thereto. If for any Lo- reason any moneys in the 1991 Construction Fund are not necessary for or are not applied to the payment of such costs, then such moneys shall be deposited by the County into the Sinking Fund and used only to pay the principal of and interest on the Series 1991 Bonds. Anything to the contrary contained herein notwithstanding, the 1991 Construction Fund shall be and constitute a trust fund for the purposes provided herein therefor and, until withdrawn, used and applied 5 as aforesaid, shall be pledged to the payment of the principal of, premium, if any, and interest on the Series 1991 Bonds. Any moneys in the 1991 Construction Fund which, in the opinion of the County, are not immediately necessary for expenditure, as hereinabove provided, maybe invested in Authorized Investments maturing at such time or times as will make the proceeds thereof available when needed. All income derived therefrom shall be deposited into the 1991 Rebate Account to the extent required and the excess, if any, into the 1991 Construction Fund. All expenditures or disbursements from the 1991 Construction Fund shall be made only after such expenditures or disbursements shall have been approved in writing by the County. The date of completion of each phase of the 1991 Project shall be determined by the County Administrator, who will certify such facts in writing to the Board. SECTION 13. REBATE. Anything to the contrary contained herein notwithstanding, the County shall at least annually transfer appropriate amounts from the funds and accounts under the Master Bond Resolution and hereunder to which income on investments attributable to the Series 1991 Bonds has been deposited into an account to be known as the "Recreational Revenue Bonds, Series 1991, Rebate Account" (herein the "1991 Rebate Account") sufficient to pay to the United States of America all amounts due with respect to the Series 1991 Bonds under the provisions of Section 148 (f) of the Internal Revenue Code of 1986, as amended and supplemented, or under similar provisions of subsequent federal revenue laws. The earnings on the 1991 Rebate Account shall be added to and become a part of the 1991 Rebate Account. Moneys in the 1991 Rebate Account shall only be used to pay the amounts due to the United States of America under said Section of the Code with respect to the Series 1991 Bonds as the same shall become due and payable. It is the intent of this paragraph to provide for payment of all amounts due under said Section of the Code with respect to the Series 1991 Bonds, in such installments and at such times as may be required by said Section of the Code. In the event of any amendment to the Code or the promulgation of regulations under the Code which provide or require otherwise than as provided or required in this paragraph, this paragraph shall be deemed to be amended to incorporate such amendments or regulations, to the extent applicable, and any provisions hereof which conflict with the provisions thereof shall be deemed to be null and void. SECTION 14. SALE OF THE SERIES 1991 BONDS. The Series 1991 Bonds may be sold at public or private sale pursuant to the Act, all at one time or from time to time, as shall be provided by subsequent resolution of the Board. SECTION 15. VALIDATION. The attorney for the County is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of the Nineteenth Judicial District of Florida in and for Indian River County, Florida, for the validation of the Series 1991 Bonds. SECTION 16. MODIFICATION OF RESOLUTION. No adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made except as permitted under Section 21 of the Master Bond Resolution. SECTION 17. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not Fi 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 separate from the remaining covenants, agreements and provisions hereof, and shall in no way affect the validity thereof or of the Bonds. SECTION 18. REPEALER. Any resolution or part thereof, except the Master Bond Resolution or part thereof, in conflict with this Resolution or a part hereof is, to the extent of such conflict, hereby repealed. In the event of a conflict between the Master Bond Resolution or a part thereof and this Resolution or a part hereof, the Master Bond Resolution or part thereof shall, to the extent of such conflict, prevail, except as may be specifically provided herein. SECTION 19. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Eagert who moved for its adoption. The motion was seconded by Commissioner Scurlock and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Aye Vice Chairman Gary C. Wheeler Absent Commissioner Margaret C. Bowman Absent Commissioner Carolyn K. Eggert Aye Commissioner Don C. Scurlock Aye The Chairman thereupon declared the Resolution duly passed and adopted this 1Rthiay of .lunp , 1991. Attest: Jeffrey K. arton, Clerk a. . APPROVED A TO FORM AND LEGAL SUFFICIENCY • /4(-Ch'arles P. Vitunac Attorney for the County 7 BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: Richard NChglrcfn